Capri Holdings (CPRI) CEO details RSU conversion and 13,164-share tax sale

Rhea-AI Filing Summary

Capri Holdings Ltd reported an insider equity transaction by its Chairman & CEO and Director on 12/19/2025. The filing shows the conversion of 13,164 restricted share units (RSUs) into ordinary shares at an exercise price of $0, followed by the disposition of 13,164 ordinary shares at $25.25 per share to cover FICA and other tax withholding obligations under the company’s incentive plan. After these transactions, the reporting person directly beneficially owned 2,202,645 ordinary shares and held multiple RSU awards that settle one ordinary share for each vested RSU. The filing notes that this total excludes 54,600 ordinary shares held by the Idol Family Foundation, for which the reporting person may be deemed to have beneficial ownership but no pecuniary interest.

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^*

IDOL JOHN D

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/19/2025

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	12/19/2025		M(1)		13,164	A	$0	2,215,809(2)	D
Ordinary shares, no par value	12/19/2025		F(3)		13,164	D	$25.25	2,202,645(2)	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	12/19/2025		M(1)			13,164	(4)	(5)	Ordinary shares, no par value	13,164(6)	$0	274,192	D
Restricted share units	$0							(7)	(5)	Ordinary shares, no par value	156,646(6)		156,546	D
Restricted share units	$0							(8)	(5)	Ordinary shares, no par value	55,068(6)		55,068	D

Explanation of Responses:

1. Represents the conversion of restricted share units ("RSUs") into ordinary shares, no par value, on a one-for-one basis to satisfy FICA and other tax withholding obligations due to the reporting person being retirement eligible under the Capri Holdings Limited Amended and Restated Incentive Plan (the "Incentive Plan").

2. This amount excludes 54,600 ordinary shares, no par value, held by the Idol Family Foundation. The reporting person may be deemed to have beneficial ownership of the shares held by the Idol Family Foundation but does not have a pecuinary interest in such shares.

3. Represents shares withheld by the Company to cover FICA and other tax withholding obligations of the reporting person due to the reporting person being retirement eligible under the Incentive Plan.

4. Granted on June 16, 2025 pursuant to the Incentive Plan. The securities underlying the total number of RSUs originally granted 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.

5. The RSUs do not expire.

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

7. Granted on June 17, 2024 pursuant to the Incentive Plan. The securities underlying the total number of RSUs originally granted 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.

8. Granted on June 15, 2023 pursuant to the Incentive Plan. The securities underlying the total number of RSUs originally granted 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.

	/s/ Krista A. McDonough, as Attorney-in-Fact for John D. Idol	12/22/2025
	** Signature of Reporting Person	Date
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FAQ

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

The report shows the Chairman & CEO and Director converted 13,164 restricted share units (RSUs) into ordinary shares and then disposed of 13,164 ordinary shares on 12/19/2025.

What were the prices involved in the Capri Holdings (CPRI) CEO’s Form 4 transaction?

The RSUs converted into ordinary shares at an exercise price of $0, and 13,164 ordinary shares were withheld or disposed of at $25.25 per share to satisfy tax obligations.

How many Capri Holdings (CPRI) shares does the reporting person own after this transaction?

Following the reported transactions, the reporting person directly beneficially owned 2,202,645 ordinary shares of Capri Holdings Ltd.

Why were Capri Holdings (CPRI) shares withheld from the reporting person?

The filing states that the 13,164 ordinary shares were withheld by the company to cover FICA and other tax withholding obligations because the reporting person is retirement eligible under the Incentive Plan.

What RSU awards does the Capri Holdings (CPRI) insider still hold?

The reporting person continues to hold restricted share units that settle into one ordinary share for each vested RSU, including grants originally made on June 15, 2023, June 17, 2024, and June 16, 2025, with vesting in annual installments subject to continued employment or certain eligibility conditions.

What is the Idol Family Foundation’s shareholding mentioned in the Capri Holdings (CPRI) Form 4?

The filing notes that 54,600 ordinary shares are held by the Idol Family Foundation. The reporting person may be deemed to beneficially own these shares but has no pecuniary interest in them.