Sec Form 4 Filing - IDOL JOHN D @ 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
IDOL JOHN D
2. Issuer Name and Ticker or Trading Symbol
Capri Holdings Ltd [ CPRI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(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 ) 80,452 A $ 0 1,338,097 ( 11 ) D
Ordinary shares, no par value 06/15/2026 F( 2 ) 41,071 D $ 21.06 1,297,026 ( 11 ) D
Ordinary shares, no par value 06/15/2026 M( 1 ) 27,534 A $ 0 1,324,560 ( 11 ) D
Ordinary shares, no par value 06/15/2026 F( 2 ) 13,410 D $ 21.06 1,311,150 ( 11 ) D
Ordinary shares, no par value 06/16/2026 M( 1 ) 91,398 A $ 0 1,402,548 D
Ordinary shares, no par value 06/16/2026 F( 2 ) 44,511 D $ 20.76 1,358,037 D
Ordinary shares, no par value 06/17/2026 M( 1 ) 52,182 A $ 0 1,410,219 D
Ordinary shares, no par value 06/17/2026 F( 2 ) 25,413 D $ 19.73 1,384,806 D
Ordinary shares, no par value 1,000,000 ( 10 ) ( 11 ) I Held by John D. Idol 2026 GRAT
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 ) 80,452 06/15/2026( 3 ) ( 7 ) Ordinary shares, no par value 80,452 ( 8 ) $ 0 0 D
Restricted share units $ 0 06/15/2026 M( 1 ) 27,534 06/15/2026( 4 ) ( 7 ) Ordinary shares, no par value 27,534 ( 8 ) $ 0 27,534 D
Restricted share units $ 0 06/15/2026 A( 9 ) 166,113 06/15/2027( 9 ) ( 7 ) Ordinary shares, no par value 166,113 ( 8 ) $ 0 166,113 D
Restricted share units $ 0 06/16/2026 M( 1 ) 91,398 06/16/2026( 5 ) ( 7 ) Ordinary shares, no par value 91,398 ( 8 ) $ 0 182,794 D
Restricted share units $ 0 06/17/2026 M( 1 ) 52,182 06/17/2026( 6 ) ( 7 ) Ordinary shares, no par value 52,182 ( 8 ) $ 0 104,364 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
IDOL JOHN D
C/O CAPRI HOLDINGS LIMITED
90 WHITFIELD STREET, 2ND FLOOR
LONDONW1T 4EZ
X Chairman & CEO
Signatures
/s/ Krista A. McDonough, as Attorney-in-Fact for John D. Idol 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.
( 10 )Reflects 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.
( 11 )The 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.

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