SEC Form 4 · accession 0000950142-26-001827
Capri Holdings Ltd · CPRI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Krista A McDonough
Officer — Chief Legal & Sustain Officer
Period of report
Jun 15, 2026
Accepted (ET)
Jun 17, 2026 · 9:43 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001530721
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary shares, no par value | Jun 15, 2026 | M | 16,564 | $0.00 | A | 16,564 | D | |
| Ordinary shares, no par value | Jun 15, 2026 | F | 5,988 | $21.06 | D | 10,576 | D | |
| Ordinary shares, no par value | Jun 15, 2026 | M | 5,941 | $0.00 | A | 16,517 | D | |
| Ordinary shares, no par value | Jun 15, 2026 | F | 2,603 | $21.06 | D | 13,914 | D | |
| Ordinary shares, no par value | Jun 16, 2026 | M | 25,144 | $0.00 | A | 39,058 | D | |
| Ordinary shares, no par value | Jun 16, 2026 | F | 12,862 | $20.76 | D | 26,196 | D | |
| Ordinary shares, no par value | Jun 17, 2026 | M | 9,766 | $0.00 | A | 35,962 | D | |
| Ordinary shares, no par value | Jun 17, 2026 | F | 4,996 | $19.73 | D | 30,966 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted share unitsF3,F7,F8 | $0.00 | Jun 15, 2026 | M | 16,564 | D | Jun 15, 2026 | — | Ordinary shares, no par value | 16,564 | 0 | D |
| Restricted share unitsF4,F7,F8 | $0.00 | Jun 15, 2026 | M | 5,941 | D | Jun 15, 2026 | — | Ordinary shares, no par value | 5,941 | 5,941 | D |
| Restricted share unitsF5,F7,F8 | $0.00 | Jun 16, 2026 | M | 25,144 | D | Jun 16, 2026 | — | Ordinary shares, no par value | 25,144 | 50,287 | D |
| Restricted share unitsF6,F7,F8 | $0.00 | Jun 17, 2026 | M | 9,766 | D | Jun 17, 2026 | — | Ordinary shares, no par value | 9,766 | 19,531 | D |
Explanation of responses
- F1Represents settlement of restricted share units ("RSUs") through the issuance of one ordinary share for each vested RSU.
- F2Represents shares withheld by the Company to cover tax withholding obligations upon vesting.
- F3Represents 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.
- F4Granted 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.
- F5Granted 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.
- F6Granted 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.
- F7The RSUs do not expire.
- F8Settlement of this award will be satisfied through the issuance of one ordinary share for each vested unit.