Capri Holdings Insider Filing Shows Net Share Gain, Large RSU Award

Rhea-AI Filing Summary

Capri Holdings Limited (CPRI) – Form 4 filed 06/18/2025

Chief Legal & Sustainability Officer Krista A. McDonough reported a series of equity transactions on 16-17 June 2025.

• RSU grant: 75,431 new restricted share units (RSUs) awarded at $0 exercise price under the Omnibus Incentive Plan. Vesting schedule: one-third on 16 Jun 2026, 2027 and 2028.
• RSU settlements: Previously-granted RSUs converted into 20,980 ordinary shares (5,273 + 5,941 + 9,766) at no cash cost (Code M).
• Tax withholding sales: 8,052 shares automatically withheld by the company to cover payroll taxes (Code F) at average prices of $17.40 and $16.83.

After the transactions, direct share ownership rises to 91,770 shares, a net increase of 12,928 shares. McDonough now also holds 116,610 unvested RSUs across three grant years, providing additional long-term upside exposure.

The filing reflects routine, plan-based equity vesting and annual incentive grants rather than discretionary open-market buying or selling. Nevertheless, the higher outright share stake and sizable unvested awards strengthen executive–shareholder alignment. Market impact is expected to be limited given the modest dollar value and non-open-market nature of the transactions.

Positive

• Net increase of 12,928 directly held shares enhances insider ownership alignment.
• 75,431 new RSUs extend long-term incentive horizon and may support retention of key executive.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine RSU vesting and new grant; insider’s net ownership up 12.9k shares, signal is neutral with mild governance positive.

The Form 4 shows scheduled equity events for Capri Holdings’ CLO. The 75k RSU grant is consistent with prior-year awards and carries a three-year graded vesting structure, so immediate dilution is minimal. Settlement of earlier RSUs increased direct stock ownership by roughly $218k at current prices, with shares withheld only for taxes. Because no open-market purchases were made, the filing lacks the conviction signal often associated with voluntary insider buying. Still, the higher skin-in-the-game and 116k unvested RSUs align executive incentives with shareholder value creation. From a trading standpoint, the share count involved is immaterial (<0.1% of basic shares outstanding), so price impact should be negligible.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

McDonough Krista A

(Last) (First) (Middle)

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal & Sustain Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2025

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	06/16/2025		M(1)		5,273	A	$0	84,115	D
Ordinary shares, no par value	06/16/2025		F(2)		2,126	D	$17.4	81,989	D
Ordinary shares, no par value	06/16/2025		M(1)		5,941	A	$0	87,930	D
Ordinary shares, no par value	06/16/2025		F(2)		2,395	D	$17.4	85,535	D
Ordinary shares, no par value	06/17/2025		M(1)		9,766	A	$0	95,301	D
Ordinary shares, no par value	06/17/2025		F(2)		3,531	D	$16.83	91,770	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	06/16/2025		A		75,431		(3)	(4)	Ordinary shares, no par value	75,431(5)	$0	75,431	D
Restricted share units	$0	06/16/2025		M(1)			5,273	(6)	(4)	Ordinary shares, no par value	5,273(5)	$0	0	D
Restricted share units	$0	06/16/2025		M(1)			5,941	(7)	(4)	Ordinary shares, no par value	5,941(5)	$0	11,882	D
Restricted share units	$0	06/17/2025		M(1)			9,766	(8)	(4)	Ordinary shares, no par value	9,766(5)	$0	29,297	D

Explanation of Responses:

1. Represents settlement of restricted share units ("RSUs") through the issuance of one ordinary share for each vested RSU.

2. Represents shares withheld by the Company to cover tax withholding obligations upon vesting.

3. Granted on June 16, 2025 pursuant to the Capri Holdings Limited Omnibus Incentive Plan (as amended and restated, the "Incentive Plan"). The securities underlying the total number of RSUs originally granted will vest 1/3 each year on June 16, 2026, 2027 and 2028, respectively, subject to grantee's continued employment with the Company through the vesting date unless the grantee dies, becomes permanently disabled or is retirement eligible under the Incentive Plan.

4. The RSUs do not expire.

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

6. Immediately exercisable.

7. Granted on June 15, 2023 pursuant to the Incentive Plan. The securities underlying the total number of RSUs originally granted will vest 25% each year on June 15, 2024, 2025, 2026 and 2027, respectively, subject to grantee's continued employment with the Company through the vesting date unless the grantee dies, becomes permanently disabled or is retirement eligible under the Incentive Plan.

8. Granted on June 17, 2024 pursuant to the Incentive Plan. The securities underlying the total number of RSUs originally granted will vest 25% each year on June 17, 2025, 2026, 2027 and 2028, respectively, subject to grantee's continued employment with the Company through the vesting date unless the grantee dies, becomes permanently disabled or is retirement eligible under the Incentive Plan.

	/s/ Krista A. McDonough	06/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

How many Capri Holdings (CPRI) shares did Krista McDonough acquire?

She received 20,980 ordinary shares through RSU settlements and retained 12,928 after tax withholding.

What is the size of the new RSU grant disclosed in the Form 4?

A total of 75,431 restricted share units were granted on 16 June 2025.

At what prices were shares disposed to cover taxes?

Shares were withheld at $17.40 and $16.83 to satisfy tax obligations.

What is Krista McDonough’s current direct ownership in CPRI?

Following the reported transactions, she directly owns 91,770 ordinary shares.

How many unvested RSUs does the executive now hold?

She holds 116,610 unvested RSUs across the 2023-2025 grant cycles.