Sec Form 4 Filing - Hendricks Jenna @ Capri Holdings Ltd - 2026-06-15

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Hendricks Jenna
2. Issuer Name and Ticker or Trading Symbol
Capri Holdings Ltd [ CPRI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief People Officer
(Last) (First) (Middle)
C/O CAPRI HOLDINGS LIMITED, 90 WHITFIELD STREET, 2ND FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
06/15/2026
(Street)
LONDONW1T 4EZ
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Ordinary shares, no par value 06/15/2026 M( 3 ) 16,564 A $ 0 92,812 D
Ordinary shares, no par value 06/15/2026 F( 2 ) 9,160 D $ 21.06 83,652 D
Ordinary shares, no par value 06/15/2026 M( 1 ) 5,941 A $ 0 89,593 D
Ordinary shares, no par value 06/15/2026 F( 2 ) 3,286 D $ 21.06 86,307 D
Ordinary shares, no par value 06/16/2026 M( 1 ) 25,144 A $ 0 111,451 D
Ordinary shares, no par value 06/16/2026 F( 2 ) 13,905 D $ 20.76 97,546 D
Ordinary shares, no par value 06/17/2026 M( 1 ) 9,766 A $ 0 107,312 D
Ordinary shares, no par value 06/17/2026 F( 2 ) 5,401 D $ 19.73 101,911 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted share units $ 0 06/15/2026 M( 3 ) 16,564 06/15/2026( 3 ) ( 7 ) Ordinary shares, no par value 16,564 ( 8 ) $ 0 0 D
Restricted share units $ 0 06/15/2026 M( 1 ) 5,941 06/15/2026( 4 ) ( 7 ) Ordinary shares, no par value 5,941 ( 8 ) $ 0 5,941 D
Restricted share units $ 0 06/15/2026 A( 9 ) 33,223 06/15/2027( 9 ) ( 7 ) Ordinary shares, no par value 33,223 ( 8 ) $ 0 33,223 D
Restricted share units $ 0 06/16/2026 M( 1 ) 25,144 06/16/2026( 5 ) ( 7 ) Ordinary shares, no par value 25,144 ( 8 ) $ 0 50,287 D
Restricted share units $ 0 06/17/2026 M( 1 ) 9,766 06/17/2026( 6 ) ( 7 ) Ordinary shares, no par value 9,766 ( 8 ) $ 0 19,531 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hendricks Jenna
C/O CAPRI HOLDINGS LIMITED
90 WHITFIELD STREET, 2ND FLOOR
LONDONW1T 4EZ
Chief People Officer
Signatures
/s/ Krista A. McDonough, as Attorney-in-Fact for Jenna Hendricks 06/17/2026
Signature of Reporting Person Date
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.

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