SEC Form 4/A · accession 0000950142-26-002388
Capri Holdings Ltd · CPRI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
John D Idol
Officer — Chairman & CEO · Director
Period of report
Jun 15, 2026
Accepted (ET)
Aug 19, 2026 · 5:05 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 valueF12 | Jun 15, 2026 | M | 80,452 | $0.00 | A | 1,338,097 | D | |
| Ordinary shares, no par valueF12 | Jun 15, 2026 | F | 41,071 | $21.06 | D | 1,297,026 | D | |
| Ordinary shares, no par valueF12 | Jun 15, 2026 | M | 27,534 | $0.00 | A | 1,324,560 | D | |
| Ordinary shares, no par valueF12 | Jun 15, 2026 | F | 13,410 | $21.06 | D | 1,311,150 | D | |
| Ordinary shares, no par value | Jun 16, 2026 | M | 91,398 | $0.00 | A | 1,402,548 | D | |
| Ordinary shares, no par value | Jun 16, 2026 | F | 44,511 | $20.76 | D | 1,358,037 | D | |
| Ordinary shares, no par value | Jun 17, 2026 | M | 52,182 | $0.00 | A | 1,410,219 | D | |
| Ordinary shares, no par value | Jun 17, 2026 | F | 25,413 | $19.73 | D | 1,384,806 | D | |
| Ordinary shares, no par valueF11,F12 | holding | — | — | — | 1,000,000 | I | Held by John D. Idol 2026 GRAT |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted share unitsF4,F8,F9 | $0.00 | Jun 15, 2026 | M | 80,452 | D | Jun 15, 2026 | — | Ordinary shares, no par value | 80,452 | 0 | D |
| Restricted share unitsF5,F8,F9 | $0.00 | Jun 15, 2026 | M | 27,534 | D | Jun 15, 2026 | — | Ordinary shares, no par value | 27,534 | 27,534 | D |
| Restricted share unitsF1,F10,F8,F9 | $0.00 | Jun 15, 2026 | A | 166,192 | A | Jun 15, 2027 | — | Ordinary shares, no par value | 166,192 | 166,192 | D |
| Restricted share unitsF6,F8,F9 | $0.00 | Jun 16, 2026 | M | 91,398 | D | Jun 16, 2026 | — | Ordinary shares, no par value | 91,398 | 182,794 | D |
| Restricted share unitsF7,F8,F9 | $0.00 | Jun 17, 2026 | M | 52,182 | D | Jun 17, 2026 | — | Ordinary shares, no par value | 52,182 | 104,364 | D |
Explanation of responses
- F1The original Form 4, filed on June 17, 2026, is being amended by this Form 4 amendment solely to correct an administrative error, which misreported the grant of restricted share units ("RSUs") made on June 15, 2026 as 166,113 RSUs, when in fact 166,192 RSUs were granted.
- F10Granted 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.
- F11Reflects ordinary shares held by the John D. Idol 2026 GRAT, a grantor retained annuity trust for the benefit of Mr. Idol's children of which Mr. Idol is the grantor but not the trustee. As grantor, Mr. Idol retains a pecuniary interest in the GRAT and may be deemed to beneficially own the ordinary shares it holds.
- F12The amounts reported exclude 54,600 ordinary shares held by the Idol Family Foundation. The reporting person may be deemed to beneficially own such shares but does not have a pecuniary interest in them and disclaims beneficial ownership.
- F2Represents settlement of RSUs through the issuance of one ordinary share for each vested RSU.
- F3Represents shares withheld by the Company to cover tax withholding obligations upon vesting.
- F4Represents 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.
- F5Granted 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.
- F6Granted 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.
- F7Granted 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.
- F8The RSUs do not expire.
- F9Settlement of this award will be satisfied through the issuance of one ordinary share for each vested unit.