[Form 4] Capri Holdings Limited Insider Trading Activity

Rhea-AI Filing Summary

Capri Holdings Limited (CPRI) director Marilyn Crouther reported conversion of restricted share units into ordinary shares and a new RSU grant. A tranche of 4,854 vested RSUs converted one-for-one into ordinary shares upon vesting, and an additional 8,426 RSUs were granted under the company's omnibus incentive plan. After these transactions the reporting person beneficially owned 15,786 ordinary shares directly. The RSUs settle at one ordinary share per vested RSU, do not expire, and vest on the earlier of one year after grant or the next annual shareholder meeting, with pro-rata vesting if service terminates and full vesting on death or disability.

Positive

• 4,854 RSUs vested and converted one-for-one into ordinary shares, increasing direct holdings
• 8,426 RSUs granted under the company's omnibus incentive plan, with explicit vesting terms
• RSUs do not expire and include pro-rata vesting and full vesting on death or disability, providing clarity on settlement

Negative

• 8,426 unvested RSUs represent potential future issuance of ordinary shares upon vesting (possible dilution)
• No information on share count basis for calculating percentage ownership or dilution relative to total outstanding shares is provided

Insights

Corporate Governance Expert

TL;DR: Routine insider equity vesting and a contemporaneous RSU grant; governance terms are standard and disclose vesting mechanics.

The Form 4 shows a director-level insider receiving the expected mix of vested awards and a new RSU grant under the Capri Holdings omnibus incentive plan. Disclosure includes detailed vesting mechanics: one-for-one settlement into ordinary shares, pro-rata vesting on termination prior to one year, and accelerated vesting on death or disability. These provisions are customary for executive/director awards and provide clarity on when shares will become issued.

Compensation / Securities Analyst

TL;DR: Insider ownership modestly increased; a meaningful unvested RSU grant creates potential future share issuance.

The report documents conversion of 4,854 vested RSUs and a grant of 8,426 unvested RSUs, leaving direct beneficial ownership at 15,786 shares for the reporting person. The RSU grant contains standard settlement and vesting language and does not expire. From a compensation accounting perspective, these items represent recognized share-based compensation expense schedules and potential future dilution when the remaining RSUs vest and are settled into ordinary shares.

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

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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^*

Crouther Marilyn C

(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)	15,786	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 Marilyn Crouther	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 Marilyn Crouther report for Capri Holdings (CPRI)?

She reported conversion of 4,854 vested RSUs into ordinary shares and receipt of a new grant of 8,426 RSUs.

What is Marilyn Crouther's relationship to Capri Holdings (CPRI)?

The filing identifies Marilyn Crouther as a Director of Capri Holdings Limited.

How many ordinary shares does Marilyn Crouther beneficially own after the transaction?

The report shows direct beneficial ownership of 15,786 ordinary shares following the reported transactions.

How are the RSUs settled and when do they vest under the plan?

RSUs settle at one ordinary share per vested RSU, do not expire, and vest on the earlier of one year after grant or the next annual shareholder meeting, with pro-rata vesting on termination and full vesting on death or disability.

Do the RSUs expire or include accelerated vesting?

The RSUs do not expire and include full vesting in the event of the reporting person's death or disability.