[Form 4] Capri Holdings Limited Insider Trading Activity

Rhea-AI Filing Summary

Capri Holdings director Madhavan Mahesh reported RSU activity that changed his beneficial ownership. On 08/07/2025, 4,854 restricted share units (RSUs) vested and converted one-for-one into ordinary shares, and an additional 8,426 RSUs were granted under the Capri Holdings Limited Fourth Amended and Restated Omnibus Incentive Plan. Following these transactions the reporting person beneficially owned 10,778 ordinary shares. The granted RSUs vest on the earlier of the one-year anniversary (August 7, 2026) or the company’s next annual shareholder meeting, may be deferred by the holder, vest pro-rata if service terminates before the first anniversary, and vest in full upon death or disability. Vested RSUs are settled by issuance of one ordinary share per RSU.

Insights

Financial Analyst

TL;DR: Routine equity compensation; vested RSUs converted and a new RSU grant increases reported beneficial ownership to 10,778 shares.

The Form 4 discloses standard director compensation activity rather than a market trade. Specifically, 4,854 RSUs vested and were converted into ordinary shares and 8,426 RSUs were newly granted under the company omnibus plan. The grant’s vesting schedule (earliest of one year or the next annual meeting, pro-rata on early termination, full vesting on death/disability) is clearly stated, and settlement is one share per vested RSU. Based solely on the filing, this is a compensation and retention action with no disclosed sale or cash proceeds.

Corporate Governance Expert

TL;DR: Governance-normal RSU issuance and vesting with customary deferral and pro-rata terms; no unusual acceleration or special conditions disclosed.

The filing documents RSUs granted and vested under the Capri Holdings Fourth Amended and Restated Omnibus Incentive Plan with customary vesting mechanics: one-year/meeting-based vesting, pro-rata treatment on early termination, and automatic vesting on death or disability. Settlement is by issuance of ordinary shares. The report indicates the reporting person remains a director and the transaction appears to follow plan terms rather than an exceptional 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^*

Madhavan Mahesh

(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)	10,778	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	(2)	Ordinary shares, no par value	4,854(3)	$0	0	D
Restricted share units	$0	08/07/2025		A		8,426		(4)	(2)	Ordinary shares, no par value	8,426(3)	$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. The RSUs do not expire.

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

4. 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 Mahesh Madhavan	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 Madhavan Mahesh report on Form 4 for CPRI?

The filing shows that on 08/07/2025 4,854 RSUs vested and converted one-for-one into ordinary shares and an additional 8,426 RSUs were granted.

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

The reporting person beneficially owned 10,778 ordinary shares following the reported transactions.

Under what plan were the RSUs granted and what are the vesting conditions?

The RSUs were granted under the Capri Holdings Limited Fourth Amended and Restated Omnibus Incentive Plan. They vest on the earlier of the one-year anniversary (Aug 7, 2026) or the company’s next annual shareholder meeting, may be deferred, vest pro-rata on termination before the first anniversary, and vest in full upon death or disability.

How will vested RSUs be settled according to the filing?

Settlement of vested RSUs will be satisfied by issuance of one ordinary share per vested RSU.

Was there any cash price or exercise price associated with the RSUs in this filing?

The filing shows a conversion/exercise price of $0 for the restricted share units, consistent with RSU settlement by issuance of shares rather than a cash exercise.