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Capri Holdings (NYSE: CPRI) details June RSU grants and tax withholding

(Neutral)
(Neutral)
Form Type
4/A

Rhea-AI Filing Summary

Capri Holdings Ltd (CPRI) reported that Chief People Officer Jenna Hendricks had multiple equity compensation events in June 2026. Several previously granted restricted share units (RSUs) vested and were settled into ordinary shares on June 15, 16 and 17, with corresponding issuances of ordinary shares and company share withholding to satisfy tax obligations. In addition, Hendricks received a new grant of 33,238 RSUs on June 15, 2026 under the company’s omnibus incentive plan, and this amendment corrects the originally reported RSU grant amount.

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Insider Hendricks Jenna
Role Chief People Officer
Type Security Shares Price Value
Exercise Restricted share units F2, F7, F8, F9 9,766 $0.00 $0.00
Exercise Ordinary shares, no par value F2 9,766 $0.00 $0.00
Tax Withholding Ordinary shares, no par value F3 5,401 $19.73 $107K
Exercise Restricted share units F2, F6, F8, F9 25,144 $0.00 $0.00
Exercise Ordinary shares, no par value F2 25,144 $0.00 $0.00
Tax Withholding Ordinary shares, no par value F3 13,905 $20.76 $289K
Exercise Restricted share units F4, F8, F9 16,564 $0.00 $0.00
Exercise Restricted share units F2, F5, F8, F9 5,941 $0.00 $0.00
Grant/Award Restricted share units F10, F1, F8, F9 33,238 $0.00 $0.00
Exercise Ordinary shares, no par value F4 16,564 $0.00 $0.00
Tax Withholding Ordinary shares, no par value F3 9,160 $21.06 $193K
Exercise Ordinary shares, no par value F2 5,941 $0.00 $0.00
Tax Withholding Ordinary shares, no par value F3 3,286 $21.06 $69K
Holdings After Transaction: Restricted share units — 108,997 shares (Direct); Ordinary shares, no par value — 101,911 shares (Direct)
Footnotes (10)
  1. F1. The original Form 4, filed on June 17, 2026, is being amended by this Form 4 amendment solely to correct an administrative error, which misreported the grant of restricted share units ("RSUs") made on June 15, 2026 as 33,223 RSUs, when in fact 33,238 RSUs were granted.
  2. F2. Represents settlement of RSUs through the issuance of one ordinary share for each vested RSU.
  3. F3. Represents shares withheld by the Company to cover tax withholding obligations upon vesting.
  4. F4. Represents the settlement of a performance-based restricted share unit award granted on June 15, 2023 under the Incentive Plan that was earned based on achievement of the applicable performance conditions over three separate annual measurement periods (fiscal 2024, fiscal 2025 and fiscal 2026) and vested on June 15, 2026, subject to the grantee's continued employment through the vesting date unless the grantee dies, becomes permanently disabled or is retirement eligible within the meaning of the award agreement. Each earned unit settled into one ordinary share.
  5. F5. Granted on June 15, 2023 pursuant to the Capri Holdings Limited Omnibus Incentive Plan (as amended and restated, the "Incentive Plan"). The securities underlying the total number of RSUs originally granted vest 25% each year on June 15, 2024, 2025, 2026 and 2027, respectively, subject to the grantee's continued employment with the Company through the vesting date unless the grantee dies, becomes permanently disabled or is retirement eligible within the meaning of the award agreement.
  6. F6. Granted on June 16, 2025 pursuant to the Incentive Plan. The securities underlying the total number of RSUs originally granted vest 1/3 each year on June 16, 2026, 2027 and 2028, respectively, subject to the same continued-employment and acceleration provisions described in the June 15, 2023 grant footnote.
  7. F7. Granted on June 17, 2024 pursuant to the Incentive Plan. The securities underlying the total number of RSUs originally granted vest 25% each year on June 17, 2025, 2026, 2027 and 2028, respectively, subject to the same continued-employment and acceleration provisions described in the June 15, 2023 grant footnote.
  8. F8. The RSUs do not expire.
  9. F9. Settlement of this award will be satisfied through the issuance of one ordinary share for each vested unit.
  10. F10. Granted on June 15, 2026 pursuant to the Incentive Plan. The securities underlying the total number of RSUs originally granted vest 1/3 each year on June 15, 2027, 2028 and 2029, respectively, subject to the grantee's continued employment with the Company through the vesting date unless the grantee dies, becomes permanently disabled or is retirement eligible within the meaning of the award agreement.
Corrected RSU grant 33,238 RSUs RSUs granted to Jenna Hendricks on June 15, 2026 under the Incentive Plan
Originally misreported RSU grant 33,223 RSUs Amount incorrectly stated in the original Form 4 for the June 15, 2026 grant
Derivative exercises 57,415 RSUs Total RSUs exercised or settled (M-code) according to the transaction summary
Shares withheld for taxes 31,752 shares Total F-code share dispositions to cover tax withholding obligations
Tax withholding price 1 21.0600 per share Per-share value used for certain F-code tax withholding transactions on June 15, 2026
Tax withholding price 2 20.7600 per share Per-share value used for F-code tax withholding transaction on June 16, 2026
Tax withholding price 3 19.7300 per share Per-share value used for F-code tax withholding transaction on June 17, 2026
restricted share units financial
"Represents settlement of RSUs through the issuance of one ordinary share"
Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.
performance-based restricted share unit award financial
"Represents the settlement of a performance-based restricted share unit award"
Omnibus Incentive Plan financial
"Granted on June 15, 2023 pursuant to the Capri Holdings Limited Omnibus Incentive Plan"
An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.
tax withholding obligations financial
"Represents shares withheld by the Company to cover tax withholding obligations upon vesting"
continued employment financial
"subject to the grantee's continued employment with the Company through the vesting date"
Continued employment means that an individual remains in their current job without interruption. For investors, it signals stability and ongoing work that can affect company performance and future prospects. Like a steady heartbeat for a business, sustained employment helps ensure consistent operations and financial health.

FAQ

What insider equity transactions did CPRI Chief People Officer Jenna Hendricks report in this Form 4/A?

Jenna Hendricks reported RSU vestings and settlements into ordinary shares on June 15–17, 2026, plus a new grant of 33,238 RSUs. The filing also shows company share withholding transactions used to cover related tax withholding obligations upon vesting.

How many restricted share units were newly granted to Jenna Hendricks of CPRI on June 15, 2026?

On June 15, 2026, Jenna Hendricks received a grant of 33,238 RSUs under Capri Holdings’ omnibus incentive plan. The amendment states the original Form 4 incorrectly reported this grant as 33,223 RSUs and is being corrected to reflect the accurate grant size.

What RSU vesting activity for CPRI’s Jenna Hendricks occurred in mid-June 2026?

Several RSU awards vested and were settled one-for-one into ordinary shares on June 15, 16 and 17, 2026. These included performance-based and time-based RSUs granted in 2023, 2024 and 2025, each vesting according to their stated multi-year schedules and continued-employment conditions.

Were CPRI shares sold by Jenna Hendricks in the market in this Form 4/A?

The filing shows dispositions coded "F", representing shares withheld by Capri Holdings to cover tax withholding obligations upon vesting. These are described as company-withheld shares, not open-market sales, and are tied directly to RSU vesting events reported in the same period.

What does this Form 4/A amendment change about CPRI’s previously reported RSU grant to Jenna Hendricks?

The amendment corrects an administrative error in the original Form 4, which reported the June 15, 2026 RSU grant as 33,223 units. It clarifies that the correct number of restricted share units granted was 33,238, a 15-unit upward adjustment.

How are the RSUs granted to CPRI executive Jenna Hendricks scheduled to vest?

The RSUs reported here vest in annual tranches over several years. Certain awards vest 25% annually over four years, while others vest one-third each year over three years, subject to continued employment and specific acceleration provisions for death, disability or retirement eligibility.

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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Hendricks Jenna

(Last)(First)(Middle)
C/O CAPRI HOLDINGS LIMITED
90 WHITFIELD STREET, 2ND FLOOR

(Street)
LONDONW1T 4EZ

(City)(State)(Zip)

UNITED KINGDOM

(Country)
2. Issuer Name and Ticker or Trading Symbol
Capri Holdings Ltd [ CPRI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief People Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)
06/17/2026
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Ordinary shares, no par value06/15/2026M(4)16,564A$092,812D
Ordinary shares, no par value06/15/2026F(3)9,160D$21.0683,652D
Ordinary shares, no par value06/15/2026M(2)5,941A$089,593D
Ordinary shares, no par value06/15/2026F(3)3,286D$21.0686,307D
Ordinary shares, no par value06/16/2026M(2)25,144A$0111,451D
Ordinary shares, no par value06/16/2026F(3)13,905D$20.7697,546D
Ordinary shares, no par value06/17/2026M(2)9,766A$0107,312D
Ordinary shares, no par value06/17/2026F(3)5,401D$19.73101,911D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted share units$006/15/2026M(4)16,56406/15/2026(4) (8)Ordinary shares, no par value16,564(9)$00D
Restricted share units$006/15/2026M(2)5,94106/15/2026(5) (8)Ordinary shares, no par value5,941(9)$05,941D
Restricted share units$006/15/2026A(10)33,238(1)06/15/2027(10) (8)Ordinary shares, no par value33,238(9)$033,238D
Restricted share units$006/16/2026M(2)25,14406/16/2026(6) (8)Ordinary shares, no par value25,144(9)$050,287D
Restricted share units$006/17/2026M(2)9,76606/17/2026(7) (8)Ordinary shares, no par value9,766(9)$019,531D
Explanation of Responses:
1. The original Form 4, filed on June 17, 2026, is being amended by this Form 4 amendment solely to correct an administrative error, which misreported the grant of restricted share units ("RSUs") made on June 15, 2026 as 33,223 RSUs, when in fact 33,238 RSUs were granted.
2. Represents settlement of RSUs through the issuance of one ordinary share for each vested RSU.
3. Represents shares withheld by the Company to cover tax withholding obligations upon vesting.
4. Represents the settlement of a performance-based restricted share unit award granted on June 15, 2023 under the Incentive Plan that was earned based on achievement of the applicable performance conditions over three separate annual measurement periods (fiscal 2024, fiscal 2025 and fiscal 2026) and vested on June 15, 2026, subject to the grantee's continued employment through the vesting date unless the grantee dies, becomes permanently disabled or is retirement eligible within the meaning of the award agreement. Each earned unit settled into one ordinary share.
5. Granted on June 15, 2023 pursuant to the Capri Holdings Limited Omnibus Incentive Plan (as amended and restated, the "Incentive Plan"). The securities underlying the total number of RSUs originally granted vest 25% each year on June 15, 2024, 2025, 2026 and 2027, respectively, subject to the grantee's continued employment with the Company through the vesting date unless the grantee dies, becomes permanently disabled or is retirement eligible within the meaning of the award agreement.
6. Granted on June 16, 2025 pursuant to the Incentive Plan. The securities underlying the total number of RSUs originally granted vest 1/3 each year on June 16, 2026, 2027 and 2028, respectively, subject to the same continued-employment and acceleration provisions described in the June 15, 2023 grant footnote.
7. Granted on June 17, 2024 pursuant to the Incentive Plan. The securities underlying the total number of RSUs originally granted vest 25% each year on June 17, 2025, 2026, 2027 and 2028, respectively, subject to the same continued-employment and acceleration provisions described in the June 15, 2023 grant footnote.
8. The RSUs do not expire.
9. Settlement of this award will be satisfied through the issuance of one ordinary share for each vested unit.
10. Granted on June 15, 2026 pursuant to the Incentive Plan. The securities underlying the total number of RSUs originally granted vest 1/3 each year on June 15, 2027, 2028 and 2029, respectively, subject to the grantee's continued employment with the Company through the vesting date unless the grantee dies, becomes permanently disabled or is retirement eligible within the meaning of the award agreement.
/s/ Jenna Hendricks08/19/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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* Form 4: SEC 1474 (03-26)