Form 4 Capri Holdings Ltd For: Jun 15 Filed by: Hendricks Jenna

June 17, 2026 9:40 PM EDT
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Hendricks Jenna
(Last) (First) (Middle)
C/O CAPRI HOLDINGS LIMITED
90 WHITFIELD STREET, 2ND FLOOR
(Street)
LONDON W1T 4EZ
(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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  
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.
/s/ Krista A. McDonough, as Attorney-in-Fact for Jenna Hendricks 06/17/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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