FMR LLC filed an amended Schedule 13G reporting beneficial ownership of 14,340,236.90 shares of Capri Holdings Ltd common stock, representing 12.0% of the class as of the December 31, 2025 event date.
FMR LLC reports sole voting power over 13,170,438.72 shares and sole dispositive power over 14,340,236.90 shares. Abigail P. Johnson is also listed as a reporting person with sole dispositive power over the same 14,340,236.90 shares, but no voting power. The filing notes that one or more other persons have rights to dividends or sale proceeds, though no such person holds more than five percent of the class. The securities are certified as acquired and held in the ordinary course of business and not for the purpose of changing or influencing control of Capri Holdings.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
CAPRI HOLDINGS LTD
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
G1890L107
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G1890L107
1
Names of Reporting Persons
FMR LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
13,170,438.72
6
Shared Voting Power
0.00
7
Sole Dispositive Power
14,340,236.90
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,340,236.90
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
12.0 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP No.
G1890L107
1
Names of Reporting Persons
Abigail P. Johnson
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
14,340,236.90
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,340,236.90
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
12.0 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
CAPRI HOLDINGS LTD
(b)
Address of issuer's principal executive offices:
90 WHITFIELD STREET,2ND FLOOR,London,X0,W1T 4EZ
Item 2.
(a)
Name of person filing:
FMR LLC
(b)
Address or principal business office or, if none, residence:
245 Summer Street, Boston, Massachusetts 02210
(c)
Citizenship:
Not applicable
(d)
Title of class of securities:
COMMON STOCK
(e)
CUSIP No.:
G1890L107
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
14340236.90
(b)
Percent of class:
12.0 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Please see the responses to Items 5 and 6 on the cover page.
(ii) Shared power to vote or to direct the vote:
0.00
(iii) Sole power to dispose or to direct the disposition of:
14340236.90
(iv) Shared power to dispose or to direct the disposition of:
0.00
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
One or more other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the COMMON STOCK of CAPRI HOLDINGS LTD. No one other person's interest in the COMMON STOCK of CAPRI HOLDINGS LTD is more than five percent of the total outstanding COMMON STOCK.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See attached Exhibit 99.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
FMR LLC
Signature:
Stephanie J. Brown
Name/Title:
Duly authorized under Power of Attorney effective as of January 3, 2023, by and on behalf of FMR LLC and its direct and indirect subsidiaries*
Date:
02/04/2026
Abigail P. Johnson
Signature:
Stephanie J. Brown
Name/Title:
Duly authorized under Power of Attorney effective as of January 26, 2023, by and on behalf of Abigail P. Johnson**
Date:
02/04/2026
Comments accompanying signature: * This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 10, 2023, accession number: 0000315066-23-000003. ** This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 31, 2023, accession number: 0000315066-23-000038.
What ownership stake in CPRI does FMR LLC report in this Schedule 13G/A?
FMR LLC reports beneficial ownership of 14,340,236.90 Capri Holdings common shares, representing 12.0% of the outstanding class. This positions FMR LLC as a significant institutional holder of CPRI, with disclosed sole voting and dispositive powers over most of these shares.
How much voting and dispositive power over CPRI shares does FMR LLC have?
FMR LLC reports sole voting power over 13,170,438.72 Capri Holdings common shares and sole dispositive power over 14,340,236.90 shares. It reports no shared voting or shared dispositive power, indicating centralized control over how these shares are voted and potentially sold.
What role does Abigail P. Johnson have in the reported CPRI ownership?
Abigail P. Johnson is listed as a separate reporting person with beneficial ownership of 14,340,236.90 Capri Holdings shares, or 12.0% of the class. She reports no voting power but sole dispositive power, reflecting her control-person status linked to FMR LLC’s holdings.
Are the reported CPRI shares held to influence control of Capri Holdings?
The filing certifies the Capri Holdings shares were acquired and are held in the ordinary course of business, not to change or influence control. It also states they are not held in connection with any transaction intended to affect control, aside from activities related to certain nomination rules.
Do other investors benefit from the CPRI shares reported by FMR LLC?
The filing states that one or more other persons have the right to receive dividends or sale proceeds from the Capri Holdings common stock. However, it clarifies that no such person’s interest relates to more than five percent of the total outstanding common stock.
When was the ownership event that triggered this CPRI Schedule 13G/A?
The date of the event requiring this Schedule 13G/A filing is December 31, 2025. That date anchors the 14,340,236.90 Capri Holdings shares and 12.0% ownership percentage disclosed, indicating the ownership status as of that point in time.
