STOCK TITAN

Capri Holdings (NYSE: CPRI) CPO exercises RSUs, new 33,223-unit grant reported

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Capri Holdings’ Chief People Officer Jenna Hendricks reported a series of equity compensation events. She exercised restricted share units into 57,415 ordinary shares and had 31,752 shares withheld by the company to cover tax obligations. She also received a new grant of 33,223 restricted share units scheduled to vest over future years. After these transactions, she directly holds 101,911 ordinary shares, alongside outstanding RSU awards.

Positive

  • None.

Negative

  • None.
Insider Hendricks Jenna
Role Chief People Officer
Type Security Shares Price Value
Exercise Restricted share units 9,766 $0.00 --
Exercise Ordinary shares, no par value 9,766 $0.00 --
Tax Withholding Ordinary shares, no par value 5,401 $19.73 $107K
Exercise Restricted share units 25,144 $0.00 --
Exercise Ordinary shares, no par value 25,144 $0.00 --
Tax Withholding Ordinary shares, no par value 13,905 $20.76 $289K
Exercise Restricted share units 16,564 $0.00 --
Exercise Restricted share units 5,941 $0.00 --
Grant/Award Restricted share units 33,223 $0.00 --
Exercise Ordinary shares, no par value 16,564 $0.00 --
Tax Withholding Ordinary shares, no par value 9,160 $21.06 $193K
Exercise Ordinary shares, no par value 5,941 $0.00 --
Tax Withholding Ordinary shares, no par value 3,286 $21.06 $69K
Holdings After Transaction: Restricted share units — 19,531 shares (Direct, null); Ordinary shares, no par value — 107,312 shares (Direct, null)
Footnotes (1)
  1. Represents settlement of restricted share units ("RSUs") through the issuance of one ordinary share for each vested RSU. Represents shares withheld by the Company to cover tax withholding obligations upon vesting. Represents the settlement of a performance-based restricted share unit award granted on June 15, 2023 under the Incentive Plan that was earned based on achievement of the applicable performance conditions over three separate annual measurement periods (fiscal 2024, fiscal 2025 and fiscal 2026) and vested on June 15, 2026, subject to the grantee's continued employment through the vesting date unless the grantee dies, becomes permanently disabled or is retirement eligible within the meaning of the award agreement. Each earned unit settled into one ordinary share. 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 vest 25% each year on June 15, 2024, 2025, 2026 and 2027, respectively, subject to the grantee's continued employment with the Company through the vesting date unless the grantee dies, becomes permanently disabled or is retirement eligible within the meaning of the award agreement. 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 the same continued-employment and acceleration provisions described in the June 15, 2023 grant footnote. 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 the same continued-employment and acceleration provisions described in the June 15, 2023 grant footnote. The RSUs do not expire. Settlement of this award will be satisfied through the issuance of one ordinary share for each vested unit. Granted on June 15, 2026 pursuant to the Incentive Plan. The securities underlying the total number of RSUs originally granted vest 1/3 each year on June 15, 2027, 2028 and 2029, respectively, subject to the grantee's continued employment with the Company through the vesting date unless the grantee dies, becomes permanently disabled or is retirement eligible within the meaning of the award agreement.
Ordinary shares after 6/17 tax withholding 101,911 shares Directly owned following 5,401-share tax withholding on 6/17/2026
Total derivative exercises 57,415 shares Exercise of RSUs into ordinary shares across 6/15–6/17/2026
Shares withheld for taxes 31,752 shares Tax-withholding dispositions coded F on 6/15–6/17/2026
New RSU grant 33,223 units Restricted share units granted on 6/15/2026 under Incentive Plan
RSU exercise on 6/16/2026 25,144 units Converted into 25,144 ordinary shares at $0.00 exercise price
Tax-withheld at $20.76 13,905 shares Ordinary shares withheld for taxes on 6/16/2026 at $20.76
Tax-withheld at $21.06 12,446 shares Ordinary shares withheld for taxes on 6/15/2026 at $21.06
RSU award vesting pattern 25% annually or 1/3 annually Different RSU grants vest over 4 or 3 years per footnotes
restricted share units financial
"security_title": "Restricted share units""
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 disposition financial
"transaction_action": "tax-withholding disposition""
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
derivative exercise/conversion financial
"transaction_action": "derivative exercise/conversion""
performance-based restricted share unit award financial
"Represents the settlement of a performance-based restricted share unit award granted on June 15, 2023"
Omnibus Incentive Plan financial
"pursuant to the Capri Holdings Limited 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.
vesting date financial
"vested on June 15, 2026, subject to the grantee's continued employment through the vesting date"
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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*
Hendricks Jenna

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief People Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026
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 value06/15/2026M(3)16,564A$092,812D
Ordinary shares, no par value06/15/2026F(2)9,160D$21.0683,652D
Ordinary shares, no par value06/15/2026M(1)5,941A$089,593D
Ordinary shares, no par value06/15/2026F(2)3,286D$21.0686,307D
Ordinary shares, no par value06/16/2026M(1)25,144A$0111,451D
Ordinary shares, no par value06/16/2026F(2)13,905D$20.7697,546D
Ordinary shares, no par value06/17/2026M(1)9,766A$0107,312D
Ordinary shares, no par value06/17/2026F(2)5,401D$19.73101,911D
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$006/15/2026M(3)16,56406/15/2026(3) (7)Ordinary shares, no par value16,564(8)$00D
Restricted share units$006/15/2026M(1)5,94106/15/2026(4) (7)Ordinary shares, no par value5,941(8)$05,941D
Restricted share units$006/15/2026A(9)33,22306/15/2027(9) (7)Ordinary shares, no par value33,223(8)$033,223D
Restricted share units$006/16/2026M(1)25,14406/16/2026(5) (7)Ordinary shares, no par value25,144(8)$050,287D
Restricted share units$006/17/2026M(1)9,76606/17/2026(6) (7)Ordinary shares, no par value9,766(8)$019,531D
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. Represents the settlement of a performance-based restricted share unit award granted on June 15, 2023 under the Incentive Plan that was earned based on achievement of the applicable performance conditions over three separate annual measurement periods (fiscal 2024, fiscal 2025 and fiscal 2026) and vested on June 15, 2026, subject to the grantee's continued employment through the vesting date unless the grantee dies, becomes permanently disabled or is retirement eligible within the meaning of the award agreement. Each earned unit settled into one ordinary share.
4. 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 vest 25% each year on June 15, 2024, 2025, 2026 and 2027, respectively, subject to the grantee's continued employment with the Company through the vesting date unless the grantee dies, becomes permanently disabled or is retirement eligible within the meaning of the award agreement.
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 the same continued-employment and acceleration provisions described in the June 15, 2023 grant footnote.
6. 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 the same continued-employment and acceleration provisions described in the June 15, 2023 grant footnote.
7. The RSUs do not expire.
8. Settlement of this award will be satisfied through the issuance of one ordinary share for each vested unit.
9. Granted on June 15, 2026 pursuant to the Incentive Plan. The securities underlying the total number of RSUs originally granted vest 1/3 each year on June 15, 2027, 2028 and 2029, respectively, subject to the grantee's continued employment with the Company through the vesting date unless the grantee dies, becomes permanently disabled or is retirement eligible within the meaning of the award agreement.
/s/ Krista A. McDonough, as Attorney-in-Fact for Jenna Hendricks06/17/2026
** 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)

FAQ

What insider transactions did Capri Holdings (CPRI) report for Jenna Hendricks?

Capri Holdings reported that Chief People Officer Jenna Hendricks exercised restricted share units into 57,415 ordinary shares and had 31,752 shares withheld to cover tax obligations. She also received a new grant of 33,223 restricted share units as part of her equity compensation.

Did Jenna Hendricks buy or sell Capri Holdings (CPRI) shares on the open market?

The Form 4 shows no open-market purchases or sales by Jenna Hendricks. Reported dispositions were tax-withholding transactions, where 31,752 shares were withheld by Capri Holdings to satisfy tax obligations triggered by vesting of equity awards.

How many Capri Holdings (CPRI) shares does Jenna Hendricks hold after these transactions?

Following the reported transactions, Jenna Hendricks directly holds 101,911 ordinary shares of Capri Holdings. In addition, she holds restricted share units, including a recently granted 33,223-unit award that will vest in installments if continued employment conditions are met.

What restricted share unit grants did Capri Holdings (CPRI) report for Jenna Hendricks?

Capri Holdings reported that Jenna Hendricks received a grant of 33,223 restricted share units on June 15, 2026. These RSUs vest in three equal annual installments starting June 15, 2027, subject to her continued employment and specified acceleration provisions in the incentive plan.

Why were some Capri Holdings (CPRI) shares disposed of in Jenna Hendricks’ Form 4?

Dispositions in the Form 4 reflect shares withheld by Capri Holdings to cover tax withholding obligations when restricted share units vested. Codes labeled “F” and related footnotes clarify that 31,752 ordinary shares were retained by the company solely for tax payments, not sold in the market.