[Form 4] Capri Holdings Limited Insider Trading Activity

Rhea-AI Filing Summary

Judy Gibbons, a director of Capri Holdings Limited (CPRI), had restricted share units (RSUs) vest on 08/07/2025 that converted into ordinary shares on a one-for-one basis. The filing shows 4,854 RSUs converted into ordinary shares and 2,282 shares were withheld by the company to cover tax withholding obligations, leaving a reported beneficial ownership of 31,377 ordinary shares after the transactions. The report also discloses 8,426 RSUs outstanding under the company’s Fourth Amended and Restated Omnibus Incentive Plan, which vest on the earlier of the one-year anniversary of grant or the next annual shareholder meeting and include customary pro-rata and death/disability vesting provisions.

Positive

• 4,854 RSUs converted into ordinary shares upon vesting, increasing the director's issued shareholdings
• Full disclosure of withholding for taxes (2,282 shares) and remaining RSUs (8,426) provides transparency
• RSU plan terms are explicitly stated, including pro-rata vesting and full vesting on death/disability

Negative

• 2,282 shares withheld to satisfy tax withholding, reducing the net increase in outstanding shares received by the director

Insights

Securities/FIancial Analyst

TL;DR: Routine insider vesting converted 4,854 RSUs to shares; net beneficial ownership reported as 31,377 shares, immaterial to firm valuation.

The transaction reflects standard equity compensation activity rather than active open-market buying or selling. Conversion of 4,854 RSUs and withholding of 2,282 shares for taxes are administrative outcomes of vesting. The filing confirms remaining 8,426 RSUs under the omnibus plan with clear vesting triggers. For investors, this is transparency on director compensation and ownership but does not indicate a change in corporate strategy or material capital flows.

Corporate Governance Expert

TL;DR: Disclosure shows standard governance practice: director equity vesting and tax withholding under the company’s omnibus incentive plan.

The document provides full disclosure of the equity awards, vesting, settlement mechanics, and tax withholding treatment, aligning with Section 16 reporting obligations. The omnibus plan vesting schedule and provisions for pro-rata vesting on termination and full vesting on death/disability are explicitly stated, demonstrating customary governance protections and succession considerations for equity-based compensation.

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^*

Gibbons Judy

(Last) (First) (Middle)

C/O CAPRI HOLDINGS LIMITED

90 WHITFIELD STREET, 2ND FLOOR

(Street)

LONDON 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)	33,659	D
Ordinary shares, no par value	08/07/2025		F(2)		2,282	D	$20.77	31,377	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 shares of the Company on a one-for-one basis upon vesting.

2. Represents shares withheld by the Company to cover tax withholding obligations 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 Judy Gibbons	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 Judy Gibbons (CPRI) report on Form 4?

The filing reports that 4,854 RSUs vested and converted to ordinary shares on 08/07/2025, and 2,282 shares were withheld to cover tax withholding obligations.

How many Capri Holdings (CPRI) shares does Judy Gibbons beneficially own after the reported transactions?

The report shows a beneficial ownership of 31,377 ordinary shares following the transactions.

Are there remaining unvested RSUs for Judy Gibbons under Capri's plan?

Yes, the filing discloses 8,426 RSUs outstanding under the Capri Holdings Limited Fourth Amended and Restated Omnibus Incentive Plan.

What are the vesting terms for the RSUs disclosed in the Form 4?

The RSUs vest on the earlier of the one-year anniversary of grant (August 7, 2026) or the company’s annual shareholder meeting in the calendar year following the grant; pro-rata vesting applies upon termination and full vesting on death/disability.

At what price were shares withheld for tax purposes?

The filing indicates shares were withheld with a price reference of $20.77 for the withholding transaction.