[Form 4] Capri Holdings Limited Insider Trading Activity

Rhea-AI Filing Summary

Jane A. Thompson, a director of Capri Holdings Limited (CPRI), had 4,854 restricted share units (RSUs) convert into ordinary shares, and the company withheld 2,282 shares to satisfy tax withholding, leaving her with 26,424 ordinary shares beneficially owned following the reported transactions. The filing also records a grant of 8,426 RSUs under the Capri Holdings Fourth Amended and Restated Omnibus Incentive Plan.

The RSUs settle on a one-for-one basis into ordinary shares, do not expire, and vest on the earlier of the one-year anniversary of the grant (August 7, 2026) or the companys annual shareholder meeting in the calendar year following the grant, with pro-rata vesting on termination and full vesting upon death or disability.

Positive

• 4,854 RSUs converted into ordinary shares, increasing the reporting persons gross share position
• Grant of 8,426 RSUs under the Capri Holdings Fourth Amended and Restated Omnibus Incentive Plan
• RSUs do not expire and settle one-for-one, providing clear, equity-based alignment with shareholders

Negative

• 2,282 shares withheld by the company to satisfy tax withholding upon vesting, reducing net issued shares to the reporting person
• Beneficial ownership after transactions is 26,424 shares, reflecting withholding and conversions

Insights

Financial Analyst

TL;DR: Routine equity-compensation activity: RSU vesting generated 4,854 shares, partially offset by 2,282 shares withheld for taxes; no material ownership shift.

The reported transactions reflect standard compensation mechanics rather than a market-moving insider trade. The conversion of 4,854 RSUs into ordinary shares increased the directors gross holdings while the withholding of 2,282 shares reduced net issuance to cover tax obligations. Resulting beneficial ownership is 26,424 shares. Without total share count or percentage ownership disclosed here, this activity appears immaterial to enterprise valuation but is relevant for ownership and dilution tracking.

Corporate Governance Expert

TL;DR: Disclosure documents typical director RSU grant and vesting terms under the companys omnibus plan; provisions and withholding are standard.

The filing cites the Capri Holdings Fourth Amended and Restated Omnibus Incentive Plan for the 8,426 RSU grant. Key plan features disclosed here include one-for-one settlement into ordinary shares, no expiration of RSUs, vesting at the earlier of one-year anniversary or the next annual meeting, pro-rata vesting on termination, and full vesting on death or disability. The withholding of 2,282 shares to cover taxes is an expected administrative outcome of RSU vesting rather than an unusual corporate-governance event.

SEC Form 4

FORM 4

UNITED 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

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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^*

THOMPSON JANE A.

(Last) (First) (Middle)

C/O CAPRI HOLDINGS LIMITED

90 WHITFIELD STREET, 2ND FLOOR

(Street)

LONDON X0 W1T 4EZ

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Capri Holdings Ltd [ CPRI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Ordinary shares, no par value	08/07/2025		M		4,854	A	(1)	28,706	D
Ordinary shares, no par value	08/07/2025		F(2)		2,282	D	$20.77	26,424	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted share units	$0	08/07/2025		M			4,854	08/07/2025	(3)	Ordinary shares, no par value	4,854(4)	$0	0	D
Restricted share units	$0	08/07/2025		A		8,426		(5)	(3)	Ordinary shares, no par value	8,426(4)	$0	8,426	D

Explanation of Responses:

1. Restricted share units ("RSUs") converted into ordinary shares of the Company on a one-for-one basis upon vesting.

2. Represents shares withheld by the Company to cover tax withholding obligations upon vesting.

3. The RSUs do not expire.

4. Settlement of this award will be satisfied through the issuance of one ordinary share for each vested RSU.

5. Granted pursuant to the Capri Holdings Limited Fourth Amended and Restated Omnibus Incentive Plan. The RSUs vest on the earliest of: (1) the one year anniversary of the date of grant (August 7, 2026), or (2) the Company's annual shareholder meeting that occurs in the calendar year following the date of grant, and will be settled upon vesting unless the reporting person elects to defer settlement to a later date. If the reporting person's service with the Company terminates prior to the first anniversary of the date of grant, the RSUs will vest pro-rata based on the number of days from the date of grant through and including the date of the reporting person's termination of service. The RSUs will also vest in full in the event of the reporting person's death or disability.

	/s/ Krista A. McDonough, as Attorney-in-Fact for Jane A. Thompson	08/11/2025
	** Signature of Reporting Person	Date
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).
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FAQ

What insider activity did Capri Holdings (CPRI) disclose in this Form 4?

The filing reports conversion of 4,854 RSUs into ordinary shares, withholding of 2,282 shares for taxes, and a grant of 8,426 RSUs.

How many ordinary shares does Jane A. Thompson beneficially own after the reported transactions?

Following the reported transactions the filing shows 26,424 ordinary shares beneficially owned by the reporting person.

Under what plan were the RSUs granted for CPRI insiders?

The RSUs were granted pursuant to the Capri Holdings Limited Fourth Amended and Restated Omnibus Incentive Plan.

What are the vesting and settlement terms for the RSUs mentioned in the filing?

RSUs vest on the earlier of the one-year anniversary of the grant (the filing cites August 7, 2026 as the one-year date) or the companys annual shareholder meeting the following calendar year, settle one-for-one into ordinary shares, vest pro-rata on termination, and vest in full on death or disability.

Do the RSUs reported in the Form 4 expire?

No, the filing explicitly states that the RSUs do not expire.