CPRI Insider Filing: Jean Tomlin RSUs Converted; 8,426 RSUs Granted
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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted share units | 4,854 | $0.00 | -- |
| Grant/Award | Restricted share units | 8,426 | $0.00 | -- |
| Exercise | Ordinary shares, no par value | 4,854 | $0.00 | -- |
| Tax Withholding | Ordinary shares, no par value | 2,282 | $20.77 | $47K |
Footnotes (1)
- Restricted share units ("RSUs") converted into ordinary shares of the Company on a one-for-one basis upon vesting. Represents shares withheld by the Company to cover tax withholding obligations upon vesting. The RSUs do not expire. Settlement of this award will be satisfied through the issuance of one ordinary share for each vested RSU. 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.
