[Form 4] Capri Holdings Limited Insider Trading Activity

Rhea-AI Filing Summary

Stephen F. Reitman, a director of Capri Holdings Limited (CPRI), reported transactions dated 08/07/2025. The filing shows 4,854 restricted share units (RSUs) converted into ordinary shares upon vesting and 2,588 shares were withheld to cover tax withholding at a price of $20.77 per share. Following the withholding, the filing lists 17,981 ordinary shares beneficially owned by the reporting person. The report also shows 8,426 outstanding RSUs granted under the Capri Holdings Fourth Amended and Restated Omnibus Incentive Plan. Those RSUs vest on the earlier of the one-year anniversary of the grant (August 7, 2026) or the Company’s next annual shareholder meeting and will settle one ordinary share per vested RSU.

Insights

Securities Analyst

TL;DR: Routine RSU vesting and tax withholding by a director; no material change to control shown.

The Form 4 discloses conversion of 4,854 RSUs into ordinary shares and withholding of 2,588 shares to satisfy tax obligations at $20.77 per share. The filing reports 17,981 ordinary shares beneficially owned after the transactions and 8,426 remaining RSUs that will vest under the stated schedule. This is a standard compensation-related filing that documents settlement mechanics and outstanding equity awards rather than market purchases or sales.

Corporate Governance Expert

TL;DR: Disclosure describes award settlement and vesting terms; governance implications are administrative and routine.

The filing clearly states that RSUs convert one-for-one into ordinary shares on vesting and that withheld shares covered tax withholding. It also includes the vesting triggers and pro-rata vesting on termination, plus full vesting on death or disability. These details align with standard equity compensation plans and provide transparency on insider equity accrual and dilution mechanics for investors.

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^*

Reitman Stephen F

(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)	20,569	D
Ordinary shares, no par value	08/07/2025		F(2)		2,588	D	$20.77	17,981	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 Stephen F. Reitman	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).
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.

FAQ

What transactions did Stephen F. Reitman report in the CPRI Form 4?

The filing reports conversion of 4,854 RSUs into ordinary shares and withholding of 2,588 shares for tax obligations at $20.77 per share on 08/07/2025.

How many Capri Holdings (CPRI) shares does the reporting person beneficially own after the transactions?

The Form 4 lists 17,981 ordinary shares beneficially owned by the reporting person following the reported transactions.

How many RSUs does Stephen F. Reitman still hold and when do they vest?

The filing shows 8,426 outstanding RSUs. They vest on the earlier of the one-year anniversary of the grant (August 7, 2026) or the Company’s next annual shareholder meeting, subject to pro-rata vesting on termination.

At what price were the shares withheld for taxes?

Shares withheld to cover tax withholding were recorded at $20.77 per share.

Under which plan were the RSUs granted?

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