[Form 4] Capri Holdings Limited Insider Trading Activity

Rhea-AI Filing Summary

Jean Tomlin, a director of Capri Holdings Limited (CPRI), had restricted share units (RSUs) convert into ordinary shares on 08/07/2025. The filing shows 4,854 RSUs vested and were converted one-for-one into ordinary shares, while 2,282 shares were withheld to satisfy tax withholding obligations, leaving reported beneficial ownership of 27,420 ordinary shares following the transactions. The filing also records an award of 8,426 RSUs granted under the Capri Holdings Fourth Amended and Restated Omnibus Incentive Plan; those RSUs do not expire and vest on the earlier of the one-year anniversary of grant or the company’s next annual shareholder meeting, with pro-rata vesting on termination and full vesting on death or disability.

Positive

• 4,854 RSUs vested and converted one-for-one into ordinary shares, increasing the reporting person’s direct holdings.
• 8,426 RSUs granted under the company’s omnibus plan with clear vesting terms (one-year or next annual meeting), providing transparent compensation mechanics.
• RSUs do not expire and include pro-rata vesting on termination and full vesting on death/disability, which clarifies payout conditions.

Negative

• 2,282 shares were withheld to cover tax withholding obligations, reducing the net increase in outstanding shares received by the reporting person.

Insights

Financial Analyst

TL;DR: Routine director equity compensation activity: RSU vesting, tax-withholding, and outstanding RSUs with standard vesting terms; not materially market-moving.

The Form 4 discloses the conversion of 4,854 RSUs to ordinary shares and the withholding of 2,282 shares for taxes, leaving reported beneficial ownership of 27,420 shares. The filing also documents a grant of 8,426 RSUs under the company omnibus plan with a one-year or next-annual-meeting vesting schedule. From a financial perspective, this is standard compensation administration and provides transparency about executive share dilution and near-term potential share issuance.

Corporate Governance Expert

TL;DR: Governance disclosure is complete on vesting, withholding, and plan mechanics; vesting terms and death/disability provisions are clearly stated.

The filing explicitly states that vested RSUs settle one-for-one into ordinary shares, that RSUs do not expire, and that vesting is pro-rata on termination or accelerated on death/disability. These are conventional provisions and the Form 4 appropriately documents the director’s transactions and remaining potential share issuance, supporting board-level compensation transparency.

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^*

Tomlin Jean

(Last) (First) (Middle)

C/O CAPRI HOLDINGS LIMITED

90 WHITFIELD STREET, 2ND FLOOR

(Street)

LONDON NY 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)	29,702	D
Ordinary shares, no par value	08/07/2025		F(2)		2,282	D	$20.77	27,420	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 Jean Tomlin	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 did Jean Tomlin report on Form 4 for Capri Holdings (CPRI)?

The form reports that 4,854 RSUs vested and converted into ordinary shares on 08/07/2025, 2,282 shares were withheld for taxes, and reported beneficial ownership following the transactions was 27,420 shares.

How many RSUs were granted to Jean Tomlin and what are the vesting terms?

The filing shows a grant of 8,426 RSUs under the Capri Holdings Fourth Amended and Restated Omnibus Incentive Plan; they vest on the earlier of the one-year anniversary of grant (August 7, 2026) or the company’s next annual shareholder meeting, with pro-rata vesting on termination and full vesting on death or disability.

Were any shares withheld to cover taxes in the reported transactions for CPRI?

Yes. The company withheld 2,282 shares to satisfy tax withholding obligations upon vesting.

Will the vested RSUs issued to Jean Tomlin expire?

No. The filing explicitly states that the RSUs do not expire and are settled as one ordinary share per vested RSU.

What is the reported beneficial ownership after these transactions?

The Form 4 reports 27,420 ordinary shares beneficially owned by the reporting person following the reported transactions.