Capri Holdings (CPRI) interim CFO exercises RSUs with tax share withholding

Rhea-AI Filing Summary

Capri Holdings’ interim CFO Rajal Mehta reported compensation-related equity activity on January 2, 2026. Mehta exercised 3,235 restricted share units, receiving the same number of ordinary shares at an exercise price of 0.0000 per share. A separate entry shows 1,363 ordinary shares were withheld at 24.3900 per share to cover tax obligations upon vesting, rather than being sold in the market.

Following these transactions, Mehta held 2,613 ordinary shares directly. The filing also shows remaining unvested restricted share units that can settle into 28,736, 2,716 and 4,687 underlying ordinary shares, subject to time-based vesting schedules under the company’s omnibus incentive plan.

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)
01/02/2026

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	01/02/2026		M(1)		3,235	A	$0	3,976	D
Ordinary shares, no par value	01/02/2026		F(2)		1,363	D	$24.39	2,613	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	01/02/2026		M			3,235	(3)	(4)	Ordinary shares, no par value	3,235	$0	6,469	D
Restricted share units	$0							(5)	(4)	Ordinary shares, no par value	28,736		28,736	D
Restricted share units	$0							(6)	(4)	Ordinary shares, no par value	2,716		2,716	D
Restricted share units	$0							(7)	(4)	Ordinary shares, no par value	4,687		4,687	D

Explanation of Responses:

1. Represents settlement of restricted share units ("RSUs") through the issuance of one ordinary share for each vested RSU.

2. Represents shares withheld by the Company to cover tax withholding obligations upon vesting.

3. Granted on January 2, 2025 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 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.

4. The RSUs do not expire.

5. 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.

6. 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.

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.

	/s/ Krista A. McDonough, as Attorney-in-Fact for Rajal Mehta	03/11/2026
	** 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 equity transactions did Capri Holdings (CPRI) interim CFO Rajal Mehta report?

Rajal Mehta exercised 3,235 restricted share units into ordinary shares at an exercise price of 0.0000 per share. A separate entry shows 1,363 ordinary shares withheld by the company to cover tax obligations upon vesting, rather than an open-market sale.

Did Capri Holdings (CPRI) interim CFO Rajal Mehta sell any shares in this filing?

The filing shows 1,363 ordinary shares were withheld at 24.3900 per share to satisfy tax obligations. This is recorded under code F as a tax-withholding disposition and does not represent an open-market sale by Mehta to outside investors.

How many Capri Holdings (CPRI) shares does interim CFO Rajal Mehta hold after these transactions?

After the reported transactions on January 2, 2026, Rajal Mehta directly held 2,613 ordinary shares. This figure reflects the net position after exercising restricted share units and the company’s share withholding to cover associated tax obligations upon vesting.

What restricted share unit (RSU) awards for Capri Holdings (CPRI) does Rajal Mehta still hold?

The filing lists remaining RSU positions that can settle into 28,736, 2,716 and 4,687 underlying ordinary shares. These RSUs vest in time-based installments between 2026 and 2028 under the Capri Holdings Limited Omnibus Incentive Plan, subject to continued employment conditions.

How were the withheld Capri Holdings (CPRI) shares priced for tax purposes?

The company withheld 1,363 ordinary shares to satisfy tax obligations at a transaction price of 24.3900 per share. This withholding is categorized as a payment of tax liability by delivering securities, not as an open-market sale to third-party buyers.