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Director equity awards at Capri Holdings (NYSE: CPRI) show RSU vesting and grant

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Form Type
4

Rhea-AI Filing Summary

Capri Holdings director Judy Gibbons reported equity award activity. Previously granted restricted share units for 8,426 ordinary shares vested and converted one-for-one into ordinary shares, with 3,961 shares withheld at $15.83 to cover taxes. She also received a new grant of 11,055 restricted share units that do not expire and vest on the earlier of July 29, 2027 or the next annual shareholder meeting, with pro-rata vesting on earlier service termination and full vesting upon death or disability.

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Insider Gibbons Judy
Role Director
Type Security Shares Price Value
Exercise Restricted share units F3, F4 8,426 $0.00 $0.00
Grant/Award Restricted share units F5, F3, F4 11,055 $0.00 $0.00
Exercise Ordinary shares, no par value F1 8,426 -- --
Tax Withholding Ordinary shares, no par value F2 3,961 $15.83 $63K
Holdings After Transaction: Restricted share units — 11,055 shares (Direct); Ordinary shares, no par value — 35,842 shares (Direct)
Footnotes (5)
  1. F1. Restricted share units ("RSUs") converted into ordinary shares of the Company on a one-for-one basis upon vesting.
  2. F2. Represents shares withheld by the Company to cover tax withholding obligations upon vesting.
  3. F3. The RSUs do not expire.
  4. F4. Settlement of this award will be satisfied through the issuance of one ordinary share for each vested RSU.
  5. F5. Granted pursuant to the Capri Holdings Limited Fifth Amended and Restated Omnibus Incentive Plan. The RSUs vest on the earliest of: (1) the one year anniversary of the date of grant (July 29, 2027), 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.
RSUs vested and converted 8,426 shares Restricted share units converted into ordinary shares on July 29, 2026
Shares withheld for taxes 3,961 shares Shares withheld by the company to cover tax withholding obligations upon vesting
Tax withholding price $15.83 per share Per-share value used for shares withheld to satisfy tax liabilities
New RSUs granted 11,055 units New restricted share unit award granted to director on July 29, 2026
RSU vesting date July 29, 2027 One-year anniversary vesting date for new RSU grant, subject to earlier annual meeting
Restricted share units financial
"Restricted share units ("RSUs") converted into ordinary shares of the Company"
Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.
tax withholding obligations financial
"Represents shares withheld by the Company to cover tax withholding obligations"
Omnibus Incentive Plan financial
"Granted pursuant to the Capri Holdings Limited Fifth Amended and Restated Omnibus Incentive Plan"
An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.
pro-rata financial
"the RSUs will vest pro-rata based on the number of days from the date of grant"
Pro-rata means an amount is allocated to each party in proportion to their existing share or stake — each person receives the same percentage of the total as they already hold. For investors this matters because pro-rata rules determine how much additional stock, dividends, or voting power someone gets during new issuances or distributions, helping protect an investor’s relative ownership; think of it as slicing a cake so everyone keeps the same-sized slice relative to others.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What equity transactions did Capri Holdings (CPRI) director Judy Gibbons report?

Judy Gibbons reported 8,426 restricted share units vesting and converting into ordinary shares, with 3,961 shares withheld for taxes at $15.83, plus a new grant of 11,055 restricted share units under Capri Holdings’ omnibus incentive plan.

How many Capri Holdings (CPRI) shares were withheld for Judy Gibbons’ taxes?

To satisfy tax obligations, 3,961 Capri Holdings ordinary shares were withheld at a value of $15.83 per share. These shares came from vested restricted share units that converted one-for-one into ordinary shares on the reported transaction date.

What are the vesting terms of the new RSU grant for Capri Holdings (CPRI) director Judy Gibbons?

The new award of 11,055 RSUs vests on the earliest of July 29, 2027 or the next annual shareholder meeting. Vesting is pro-rata if service ends earlier, and the RSUs vest in full upon the director’s death or disability, then settle in ordinary shares.

How are the Capri Holdings (CPRI) RSUs settled for Judy Gibbons?

Each restricted share unit is settled in one ordinary share of Capri Holdings upon vesting. Settlement occurs at vesting unless Judy Gibbons elects to defer, and the units themselves do not expire according to the terms described in the award footnotes.

Do the Capri Holdings (CPRI) restricted share units reported for Judy Gibbons expire?

The restricted share units reported do not expire. They remain outstanding until they vest under the stated conditions and are then settled in ordinary shares, subject to any deferral election Judy Gibbons may make under the plan’s terms.

Under which plan were Judy Gibbons’ new Capri Holdings (CPRI) RSUs granted?

The 11,055 new restricted share units were granted under the Capri Holdings Limited Fifth Amended and Restated Omnibus Incentive Plan, which governs the vesting, settlement, and potential deferral features for this director equity award.
SEC Form 4
FORM 4UNITED 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*
Gibbons Judy

(Last)(First)(Middle)
C/O CAPRI HOLDINGS LIMITED
90 WHITFIELD STREET, 2ND FLOOR

(Street)
LONDONW1T 4EZ

(City)(State)(Zip)

UNITED KINGDOM

(Country)
2. Issuer Name and Ticker or Trading Symbol
Capri Holdings Ltd [ CPRI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/29/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Ordinary shares, no par value07/29/2026M8,426A(1)39,803D
Ordinary shares, no par value07/29/2026F(2)3,961D$15.8335,842D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted share units$007/29/2026M8,42607/29/2026 (3)Ordinary shares, no par value8,426(4)$00D
Restricted share units$007/29/2026A11,055 (5) (3)Ordinary shares, no par value11,055(4)$011,055D
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 Fifth Amended and Restated Omnibus Incentive Plan. The RSUs vest on the earliest of: (1) the one year anniversary of the date of grant (July 29, 2027), 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/ Tyler Reddien, as Attorney-in-Fact for Judy Gibbons07/31/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)