Capri Holdings director exercises RSUs, gets grant

Capri Holdings director Marilyn C. Crouther reported equity compensation activity on July 29, 2026.

Rhea-AI Filing Summary

Capri Holdings director Marilyn C. Crouther reported equity compensation activity on July 29, 2026. She exercised 8,426 restricted share units (RSUs), converting them into the same number of ordinary shares, and received a new award of 11,055 RSUs under the company’s Fifth Amended and Restated Omnibus Incentive Plan.

The RSUs convert one-for-one into ordinary shares, do not expire, and vest on the earliest of July 29, 2027 or the next annual shareholder meeting, with pro rata vesting upon earlier service termination and full vesting upon death or disability. After these transactions, Crouther directly held 24,212 ordinary shares.

Insider Trade Summary

8,426 shares exercised/converted

Exercise 3 txns

Insider Crouther Marilyn C

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted share units F2, F3	8,426	$0.00	$0.00
Grant/Award	Restricted share units F4, F2, F3	11,055	$0.00	$0.00
Exercise	Ordinary shares, no par value F1	8,426	--	--

Holdings After Transaction: Restricted share units — 11,055 contracts (Direct); Ordinary shares, no par value — 24,212 shares (Direct)

Footnotes (4)

1. F1. Restricted share units ("RSUs") converted into ordinary shares of the Company on a one-for-one basis upon vesting.
2. F2. The RSUs do not expire.
3. F3. Settlement of this award will be satisfied through the issuance of one ordinary share for each vested RSU.
4. F4. 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.

Key Figures

RSUs exercised: 8,426 units New RSU award: 11,055 units Ordinary shares held after exercise: 24,212 shares +1 more

4 metrics

RSUs exercised 8,426 units Restricted share units converted into ordinary shares on July 29, 2026

New RSU award 11,055 units RSUs granted to director on July 29, 2026 under Omnibus Incentive Plan

Ordinary shares held after exercise 24,212 shares Direct ownership following RSU conversion on July 29, 2026

RSU vesting date July 29, 2027 One-year anniversary vesting trigger for the 11,055-unit RSU grant

Key Terms

Restricted share units, Omnibus Incentive Plan, vest pro-rata, ordinary shares, no par value

4 terms

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.

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.

vest pro-rata financial

"If service terminates before one year, the RSUs will vest pro-rata"

ordinary shares, no par value financial

"Underlying security title is Ordinary shares, no par value"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Marilyn C. Crouther report for Capri Holdings (CPRI)?

Marilyn C. Crouther reported exercising 8,426 RSUs into ordinary shares and receiving a new grant of 11,055 RSUs. These equity compensation transactions were reported as of July 29, 2026 and reflect routine director awards rather than open-market purchases or sales.

How many restricted share units did Marilyn C. Crouther exercise at Capri Holdings (CPRI)?

She exercised 8,426 restricted share units, which converted into 8,426 ordinary shares on a one-for-one basis. The RSUs do not expire, and settlement for this award is satisfied through the issuance of one ordinary share for each vested RSU upon vesting.

What are the key terms of Marilyn C. Crouther’s new RSU grant at Capri Holdings (CPRI)?

Crouther received 11,055 new RSUs granted under the Fifth Amended and Restated Omnibus Incentive Plan. The RSUs vest on the earliest of July 29, 2027 or the next shareholder meeting, with pro rata vesting on early service termination and full vesting upon death or disability.

When will Marilyn C. Crouther’s new 11,055 RSUs vest at Capri Holdings (CPRI)?

The 11,055 RSUs will vest on the earliest of the one-year anniversary of grant, July 29, 2027, or the company’s next annual shareholder meeting. They will be settled upon vesting unless she elects to defer settlement to a later date.

How many Capri Holdings (CPRI) ordinary shares does Marilyn C. Crouther hold after these transactions?

Following the reported transactions, Crouther directly holds 24,212 ordinary shares of Capri Holdings. This position reflects shares acquired through the conversion of 8,426 RSUs, in addition to any previously held ordinary shares reported as direct ownership.

Do Marilyn C. Crouther’s RSUs at Capri Holdings (CPRI) have an expiration date?

Her RSUs do not expire. According to the disclosure, the restricted share units convert into ordinary shares on a one-for-one basis upon vesting, and settlement is made in shares rather than cash, subject to the vesting and deferral terms described.

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

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Available on EDGAR 07/31/2026 - 09:13 AM Accepted by SEC EDGAR 07/31/2026 - 09:12 AM Learn about SEC filing dates

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

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^*

Crouther Marilyn C

(Last) (First) (Middle)

C/O CAPRI HOLDINGS LIMITED

90 WHITFIELD STREET, 2ND FLOOR

(Street)

LONDON W1T 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)

X	Director		10% 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)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Ordinary shares, no par value	07/29/2026		M		8,426	A	(1)	24,212	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	07/29/2026		M			8,426	07/29/2026	(2)	Ordinary shares, no par value	8,426(3)	$0	0	D
Restricted share units	$0	07/29/2026		A		11,055		(4)	(2)	Ordinary shares, no par value	11,055(3)	$0	11,055	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. The RSUs do not expire.

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

4. 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 Marilyn Crouther	07/31/2026
	** 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.
* Form 4: SEC 1474 (03-26)