Capri Holdings director converts RSUs, tax-withholding of 2,282 shares

Rhea-AI Filing Summary

Robin Freestone, a director of Capri Holdings (CPRI), reported equity activity tied to restricted share units (RSUs) dated 08/07/2025. 4,854 RSUs vested and converted one-for-one into ordinary shares, and the company withheld 2,282 shares to cover tax obligations at a price of $20.77. Following these entries the reporting person directly beneficially owned 21,393 ordinary shares.

The filing also shows 8,426 RSUs granted under the Capri Holdings Fourth Amended and Restated Omnibus Incentive Plan that remain outstanding, with settlement at one ordinary share per vested RSU and no expiration for the RSUs.

Insights

Corporate Governance Expert

TL;DR: Routine director RSU vesting and tax withholding; disclosure is clear and presents no immediate governance red flags.

The reported transactions reflect standard equity compensation mechanics: vested RSUs converted to ordinary shares and a portion withheld to satisfy tax obligations. The form identifies the relationship of the reporting person as a director and shows direct beneficial ownership before and after the transactions. This is a routine disclosure that improves transparency around insider holdings but does not, by itself, indicate material governance concerns.

Compensation Analyst

TL;DR: Compensation-related vesting consistent with plan terms; withholding indicates tax settlement on vesting.

The filing confirms 4,854 RSUs vested and were settled one-for-one into ordinary shares, and 2,282 shares were withheld at $20.77 to cover taxes. It also documents an outstanding award of 8,426 RSUs granted under the company omnibus plan with specified vesting conditions. These entries describe standard award settlement and withholding mechanics and are unlikely to have a material financial effect on the company beyond routine share issuance related to employee compensation programs.

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^*

Freestone Robin Anthony David

(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)	23,675	D
Ordinary shares, no par value	08/07/2025		F(2)		2,282	D	$20.77	21,393	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 shres of the Company on a one-for-one basis upon vesting.

2. Represents shares withheld by the Company to cover tax withholding 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 Robin Freestone	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 insider activity did Robin Freestone report on the CPRI Form 4?

The Form 4 reports that 4,854 RSUs vested and converted into ordinary shares and 2,282 shares were withheld to cover taxes.

How many shares does Robin Freestone beneficially own after the reported transactions (CPRI)?

After the reported transactions the filing shows 21,393 ordinary shares beneficially owned directly by Robin Freestone.

At what price were shares withheld for taxes in this CPRI filing?

The company withheld shares to cover tax withholding at a price of $20.77 per share.

How many RSUs remain outstanding for Robin Freestone under the Capri Holdings plan?

The filing shows 8,426 RSUs granted under the Capri Holdings omnibus incentive plan that remain outstanding.

How are the reported RSUs settled according to the Form 4?

The RSUs are settled one-for-one into ordinary shares upon vesting and the filing states the RSUs do not expire.