Capri Holdings (CPRI) interim CFO reports 10,000-share sale and multiple RSU grants

Rhea-AI Filing Summary

Capri Holdings Ltd. interim CFO Rajal Mehta reported a sale of 10,000 ordinary shares on December 9, 2025 at a weighted average price of $25.961 per share. After this sale, Mehta directly beneficially owns 741 ordinary shares.

The filing also shows several grants of restricted share units (RSUs) with no exercise price, all issued under the Capri Holdings Limited Omnibus Incentive Plan. These RSUs cover 2,716, 4,687, 9,704 and 28,736 underlying ordinary shares that vest in annual installments from 2024 through 2028, generally contingent on continued employment or earlier vesting in cases such as death, permanent disability or retirement eligibility.

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^*

Mehta Rajal

(Last) (First) (Middle)

11 WEST 42ND STREET

(Street)

NEW YORK NY 10036

(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)
	Interim CFO

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2025

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	12/09/2025		S		10,000	D	$25.961(1)	741	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							(2)	(3)	Ordinary shares, no par value	2,716		2,716	D
Restricted share units	$0							(4)	(3)	Ordinary shares, no par value	4,687		4,687	D
Restricted share units	$0							(5)	(3)	Ordinary shares, no par value	9,704		9,704	D
Restricted share units	$0							(6)	(3)	Ordinary shares, no par value	28,736		28,736	D

Explanation of Responses:

1. The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $25.94 to $26.00. Upon request of the staff of the SEC, the Company or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold at each separate price.

2. Granted on June 15, 2023 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 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.

3. The RSUs do not expire.

4. 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.

5. Granted on January 2, 2025 pursuant to the Incentive Plan. The securities underlying the total number of RSUs originally granted will vest 1/3 each year on January 2, 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.

6. Granted on June 16, 2025 pursuant to 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.

	/s/ Krista A. McDonough, as Attorney-in-Fact for Rajal Mehta	12/10/2025
	** 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

What insider transaction did Capri Holdings (CPRI) disclose in this Form 4?

The interim CFO, Rajal Mehta, reported selling 10,000 ordinary shares of Capri Holdings Ltd. on December 9, 2025 at a weighted average price of $25.961 per share.

How many Capri Holdings (CPRI) shares does the interim CFO own after the reported sale?

Following the reported transaction, interim CFO Rajal Mehta beneficially owns 741 ordinary shares of Capri Holdings Ltd., held directly.

What RSU awards for Capri Holdings (CPRI) are reported in this Form 4?

The filing lists several restricted share unit grants with no exercise price, covering 2,716, 4,687, 9,704 and 28,736 underlying ordinary shares of Capri Holdings Ltd.

When do the Capri Holdings (CPRI) RSUs reported here vest?

The RSUs vest in installments on June 15, 2024–2027, June 17, 2025–2028, January 2, 2026–2028, and June 16, 2026–2028, subject to continued employment or earlier vesting in certain circumstances.

Do the Capri Holdings (CPRI) RSUs in this filing have an expiration date?

The filing states that the RSUs do not expire. They convert into ordinary shares according to the vesting schedules described, assuming the service conditions are met.

Under what plan were the Capri Holdings (CPRI) RSUs granted to the interim CFO?

All RSU awards disclosed were granted pursuant to the Capri Holdings Limited Omnibus Incentive Plan, as referenced in the explanations of responses.