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Capri Holdings (NYSE: CPRI) CEO logs 166K RSU grant and 1M-share trust

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Form Type
4/A

Rhea-AI Filing Summary

Capri Holdings Ltd (CPRI) reported amended Form 4 activity for Chairman & CEO John D. Idol covering multiple RSU-related transactions on June 15–17, 2026. A previously filed RSU grant was corrected to 166,192 units from 166,113. Across these dates, 251,566 RSUs were settled into ordinary shares, and 124,405 shares were delivered or withheld to satisfy tax liabilities. A grant of 166,192 new RSUs was issued on June 15, 2026, vesting in three equal annual installments from 2027 to 2029. In addition, 1,000,000 ordinary shares are reported as held indirectly via the John D. Idol 2026 grantor retained annuity trust, while the amounts reported exclude 54,600 shares held by the Idol Family Foundation, for which Idol disclaims beneficial ownership.

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Insider IDOL JOHN D
Role Chairman & CEO
Type Security Shares Price Value
Exercise Restricted share units F2, F7, F8, F9 52,182 $0.00 $0.00
Exercise Ordinary shares, no par value F2 52,182 $0.00 $0.00
Tax Withholding Ordinary shares, no par value F3 25,413 $19.73 $501K
Exercise Restricted share units F2, F6, F8, F9 91,398 $0.00 $0.00
Exercise Ordinary shares, no par value F2 91,398 $0.00 $0.00
Tax Withholding Ordinary shares, no par value F3 44,511 $20.76 $924K
Exercise Restricted share units F4, F8, F9 80,452 $0.00 $0.00
Exercise Restricted share units F2, F5, F8, F9 27,534 $0.00 $0.00
Grant/Award Restricted share units F10, F1, F8, F9 166,192 $0.00 $0.00
Exercise Ordinary shares, no par value F4, F12 80,452 $0.00 $0.00
Tax Withholding Ordinary shares, no par value F3, F12 41,071 $21.06 $865K
Exercise Ordinary shares, no par value F2, F12 27,534 $0.00 $0.00
Tax Withholding Ordinary shares, no par value F3, F12 13,410 $21.06 $282K
holding Ordinary shares, no par value F11, F12 -- -- --
Holdings After Transaction: Restricted share units — 480,884 shares (Direct); Ordinary shares, no par value — 1,384,806 shares (Direct); Ordinary shares, no par value — 1,000,000 shares (Indirect, Held by John D. Idol 2026 GRAT)
Footnotes (12)
  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 166,113 RSUs, when in fact 166,192 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.
  11. F11. Reflects ordinary shares held by the John D. Idol 2026 GRAT, a grantor retained annuity trust for the benefit of Mr. Idol's children of which Mr. Idol is the grantor but not the trustee. As grantor, Mr. Idol retains a pecuniary interest in the GRAT and may be deemed to beneficially own the ordinary shares it holds.
  12. F12. The amounts reported exclude 54,600 ordinary shares held by the Idol Family Foundation. The reporting person may be deemed to beneficially own such shares but does not have a pecuniary interest in them and disclaims beneficial ownership.
Corrected RSU grant 166,192 RSUs Grant to John D. Idol on June 15, 2026 under the Incentive Plan
RSUs settled into shares 251,566 RSUs Total RSUs exercised/converted into ordinary shares on June 15–17, 2026
Shares withheld for taxes 124,405 shares Ordinary shares delivered or withheld to satisfy tax obligations on vesting
Tax withholding price 1 $21.06 per share Price used for tax-withholding dispositions on June 15, 2026
Tax withholding price 2 $20.76 per share Price used for tax-withholding dispositions on June 16, 2026
Tax withholding price 3 $19.73 per share Price used for tax-withholding dispositions on June 17, 2026
GRAT indirect holdings 1,000,000 ordinary shares Shares held by the John D. Idol 2026 grantor retained annuity trust
Foundation shares excluded 54,600 ordinary shares Shares held by Idol Family Foundation, for which Idol disclaims beneficial ownership
restricted share units financial
"The original Form 4 ... misreported the grant of restricted share units"
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.
grantor retained annuity trust financial
"held by the John D. Idol 2026 GRAT, a grantor retained annuity trust"
A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.
pecuniary interest financial
"As grantor, Mr. Idol retains a pecuniary interest in the GRAT"

FAQ

Why did Capri Holdings (CPRI) file this amended Form 4 for John D. Idol?

The amendment corrects an administrative error in a prior Form 4, changing a reported RSU grant from 166,113 to 166,192 RSUs granted on June 15, 2026 under Capri Holdings’ Incentive Plan, while leaving the rest of the previously reported transactions unchanged.

What RSU grant did John D. Idol receive from Capri Holdings (CPRI) on June 15, 2026?

On June 15, 2026, John D. Idol received a grant of 166,192 restricted share units under Capri Holdings’ Omnibus Incentive Plan. These RSUs vest in three equal annual installments on June 15, 2027, 2028 and 2029, subject to continued employment or specified acceleration conditions.

How many Capri Holdings (CPRI) RSUs were settled into shares in June 2026?

Over June 15–17, 2026, Idol settled an aggregate of 251,566 RSUs into ordinary shares of Capri Holdings. Each vested restricted share unit converted into one ordinary share, reflecting both time-based and performance-based awards earned under the company’s Incentive Plan.

How many Capri Holdings (CPRI) shares were withheld for John D. Idol’s taxes?

In connection with RSU vesting on June 15–17, 2026, Capri Holdings withheld or received delivery of 124,405 ordinary shares from John D. Idol to cover tax withholding obligations, with per-share values reported between $19.73 and $21.06 for the respective withholding transactions.

What indirect Capri Holdings (CPRI) holdings are reported for John D. Idol?

The filing reports 1,000,000 ordinary shares held indirectly through the John D. Idol 2026 GRAT, a grantor retained annuity trust for his children. As grantor, Idol retains a pecuniary interest and may be deemed to beneficially own these shares, subject to the trust’s structure.

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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*
IDOL JOHN D

(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chairman & CEO
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)80,452A$01,338,097(12)D
Ordinary shares, no par value06/15/2026F(3)41,071D$21.061,297,026(12)D
Ordinary shares, no par value06/15/2026M(2)27,534A$01,324,560(12)D
Ordinary shares, no par value06/15/2026F(3)13,410D$21.061,311,150(12)D
Ordinary shares, no par value06/16/2026M(2)91,398A$01,402,548D
Ordinary shares, no par value06/16/2026F(3)44,511D$20.761,358,037D
Ordinary shares, no par value06/17/2026M(2)52,182A$01,410,219D
Ordinary shares, no par value06/17/2026F(3)25,413D$19.731,384,806D
Ordinary shares, no par value1,000,000(11)(12)IHeld by John D. Idol 2026 GRAT
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)80,45206/15/2026(4) (8)Ordinary shares, no par value80,452(9)$00D
Restricted share units$006/15/2026M(2)27,53406/15/2026(5) (8)Ordinary shares, no par value27,534(9)$027,534D
Restricted share units$006/15/2026A(10)166,192(1)06/15/2027(10) (8)Ordinary shares, no par value166,192(9)$0166,192D
Restricted share units$006/16/2026M(2)91,39806/16/2026(6) (8)Ordinary shares, no par value91,398(9)$0182,794D
Restricted share units$006/17/2026M(2)52,18206/17/2026(7) (8)Ordinary shares, no par value52,182(9)$0104,364D
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 166,113 RSUs, when in fact 166,192 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.
11. Reflects ordinary shares held by the John D. Idol 2026 GRAT, a grantor retained annuity trust for the benefit of Mr. Idol's children of which Mr. Idol is the grantor but not the trustee. As grantor, Mr. Idol retains a pecuniary interest in the GRAT and may be deemed to beneficially own the ordinary shares it holds.
12. The amounts reported exclude 54,600 ordinary shares held by the Idol Family Foundation. The reporting person may be deemed to beneficially own such shares but does not have a pecuniary interest in them and disclaims beneficial ownership.
/s/ Tyler Reddien, as Attorney-in-Fact for John D. Idol08/19/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)