SEC Form 4 · accession 0000950142-26-002220
Capri Holdings Ltd · CPRI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robin Anthony David Freestone
Director
Period of report
Jul 29, 2026
Accepted (ET)
Jul 31, 2026 · 9:13 am 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 valueF1 | Jul 29, 2026 | M | 8,426 | — | A | 29,819 | D | |
| Ordinary shares, no par value | Jul 29, 2026 | F | 3,961 | $15.83 | D | 25,858 | 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,F4 | $0.00 | Jul 29, 2026 | M | 8,426 | D | Jul 29, 2026 | — | Ordinary shares, no par value | 8,426 | 0 | D |
| Restricted share unitsF5,F3,F4 | $0.00 | Jul 29, 2026 | A | 11,055 | A | — | — | Ordinary shares, no par value | 11,055 | 11,055 | D |
Explanation of responses
- F1Restricted share units ("RSUs") converted into ordinary shares of the Company on a one-for-one basis upon vesting.
- F2Represents shares withheld by the Company to cover tax withholding obligations upon vesting.
- F3The RSUs do not expire.
- F4Settlement of this award will be satisfied through the issuance of one ordinary share for each vested RSU.
- F5Granted 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.