Capri Holdings Ltd 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS (c) Issuer Purchases of Equity Securities The following table provides information of the Company’s ordinary shares repurchased or withheld during the three months ended December 31, 2022: Total Number of Shares Average Price per Share Total Number of Shares Purchased as Part of Publicly Announced Programs (1) Remaining Dollar Value of Shares That May Be Purchased Under the Programs (in millions) (1) October 2 - October 29 2,295,845 $ 43.56 2,295,845 $ 250 October 30 - November 26 — $ — — $ 1,000 November 27 - December 31 3,469,784 $ 58.08 3,442,259 $ 800 5,765,629 5,738,104 (1) On November 9, 2022, the Company announced that its Board of Directors approved a new share repurchase program of up to $1 billion of its outstanding ordinary shares, providing additional capacity to return cash to shareholders over the longer term. This new two-year program will replace the Company’s existing $1 billion share repurchase program which had $250 million of availability remaining. Share repurchases may be made in open market or privately negotiated transactions and/or pursuant to Rule 10b5-1 trading plans, subject to market conditions, applicable legal requirements, trading restrictions under the Company’s insider trading policy and other relevant factors. The program may be suspended or discontinued at any time. ITEM 6. EXHIBITS a. Exhibits Please refer to the accompanying Exhibit Index included after the signature page of this report for a list of exhibits filed or furnished with this report. 52 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on February 8, 2023. CAPRI HOLDINGS LIMITED By: /s/ John D. Idol Name: John D. Idol Title: Chairman & Chief Executive Officer By: /s/ Thomas J. Edwards, Jr. Name: Thomas J. Edwards, Jr. Title: Executive Vice President, Chief Financial Officer and Chief Operating Officer 53 INDEX TO EXHIBITS Exhibit No. Description 10.1 Term Facility Agreement by and among Gianni Versace S.r.l., as borrower, Intesa Sanpaolo S.p.A., Banca Nazionale Del Lavoro S.p.A. and UniCredit S.p.A., as arrangers and lenders, and Intesa Sanpaolo S.p.A., as agent, dated as of December 5, 2022 ( included as Exhibit 10.1 to the Company ’ s Current Report on Form 8-K (File No. 001-35368) , filed on December 6, 2022 and incorporated herein by reference ) . 10.2 Parent Company Guarantee by and among Capri Holdings Limited, as guarantor, Banca Nazionale del Lavoro S.p.A., Intesa Sanpaolo S.p.A. and UniCredit S.p.A., dated as of December 5, 2022 ( included as Exhibit 10. 2 to the Company’s Current Report on Form 8-K (File No. 001-35368), filed on December 6, 2022 and incorporated herein by reference ) . 10.3 Aircraft Time Sharing Agreement, effective as of December 20, 2022, by and between Michael Kors (USA), Inc. and John Idol. 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.1 The following financial information from the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2022 formatted in Inline eXtensible Business Reporting Language: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income, (iii) Consolidated Statements of Shareholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements. 54