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Item 1. Business

2025-05-28 compared with 2024-05-29 · 119 added, 117 removed, 261 unchanged (47% of the section changed)

Capri Holdings Limited (“Capri”) is a global fashion luxury group consisting of iconic, founder-led brands Versace, Jimmy Choo and Michael Kors.

Capri Holdings Limited (“Capri”) is a global fashion luxury group consisting of iconic brands Versace, Jimmy Choo and Michael Kors.

Our commitment to glamorous style and craftsmanship is at the heart of each of our luxury brands.

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Our strength lies in the unique DNA and heritage of each of our brands, the diversity and passion of our people and our dedication to the clients and communities we serve.

Our Versace brand has long been recognized as one of the world’s leading international fashion design houses and is synonymous with Italian glamour and style.

Our Versace brand has long been recognized as one of the world’s leading fashion design houses and is synonymous with Italian glamour and style.

Founded in 1978 in Milan, Versace is known for its iconic and unmistakable style and unparalleled craftsmanship.

Over the past several decades, the House of Versace has grown globally from its roots in haute couture, expanding into the design, manufacturing, distribution and retailing of ready-to-wear, accessories, footwear, eyewear, watches, jewelry, fragrance and home furnishings.

Versace’s design team is led by Donatella Versace, who has been the brand’s Artistic Director for over 20 years.

Versace distributes its products through a worldwide distribution network, which includes boutiques in some of the world’s most fashionable cities, its e-commerce sites, as well as through the most prestigious department and specialty stores worldwide.

Our Jimmy Choo brand offers a distinctive, glamorous and fashion-forward product range, enabling it to develop into a leading global luxury accessories brand, whose core product offering is women’s luxury shoes, complemented by accessories, including handbags, small leather goods, jewelry, scarves and belts, as well as men’s luxury shoes and accessories.

Our Jimmy Choo brand offers a distinctive, glamorous and fashion-forward product range, whose core product offering is women’s luxury shoes, complemented by accessories, including handbags, small leather goods, jewelry, scarves and belts, as well as men’s luxury shoes and accessories.

In addition, certain categories, including fragrance and eyewear, are produced under licensing agreements.

Jimmy Choo’s design team is led by Sandra Choi, who has been the Creative Director for the brand since its inception in 1996.

Jimmy Choo products are unique, instinctively seductive and chic.

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Michael Kors is a highly recognized luxury fashion brand in the Americas and Europe with growing brand awareness in other international markets.

Michael Kors features distinctive designs, materials and craftsmanship that combines stylish elegance and a sporty attitude.

Michael Kors features distinctive designs, materials and craftsmanship that embraces the allure of the jet set lifestyle.

Michael Kors offers three primary collections:

the Michael Kors Collection line, the MICHAEL Michael Kors line and the Michael Kors Mens line.

The Michael Kors Collection establishes the aesthetic authority of the entire brand and is carried by select retail stores, our e-commerce sites, as well as in the finest luxury department stores in the world.

Michael Kors Collection establishes the aesthetic authority of the entire brand and is carried by select retail stores, our e-commerce sites, as well as in the finest luxury department stores in the world.

MICHAEL Michael Kors has a strong focus on accessories, in addition to offering ready-to-wear and footwear.

We have also been developing our men’s business in recognition of the significant opportunity afforded by the Michael Kors brand’s established fashion authority

and the expanding men’s market.

We have also been developing our men’s business in recognition of the significant opportunity afforded by the Michael Kors brand’s established fashion authority and the expanding men’s market.

Taken together, our Michael Kors collections target a broad customer base while retaining our premium luxury image.

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• Michael Kors — accounted for approximately 68% of our total revenue in Fiscal 2025 and includes worldwide sales of Michael Kors products through 711 retail stores (including concessions) and e-commerce sites, through wholesale doors, as well as through product and geographic licensing arrangements.

In addition to these reportable segments, we have certain corporate costs that are not directly attributable to our brands and, therefore, are not allocated to its segments.

Such costs primarily include certain administrative, corporate occupancy, shared service and information systems expenses, including enterprise resource planning (“ERP”) system implementation costs and Capri transformation program costs.

In addition, certain other costs are not allocated to segments, including Merger related costs, impairment charges, the impact of the war in Ukraine, restructuring and other expense and COVID-19 related expenses.

In addition to these reportable segments, we have certain corporate costs that are not directly attributable to our brands and, therefore, are not allocated to our segments.

Such costs primarily include certain administrative, corporate occupancy, shared service and information technology systems expenses, including enterprise resource planning (“ERP”) system implementation costs and Capri transformation program costs.

In addition, certain other costs are not allocated to segments, including costs related to the previously proposed Merger and the pending sale of the Versace business, impairment charges, the impact of the war in Ukraine, restructuring and other expense and COVID-19 related expenses.

The segment structure is consistent with how the Company’s chief operating decision maker (“CODM”) plans and allocates resources, manages the business and assesses performance.

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We operate in the global personal luxury goods industry.

In 2023, the global personal luxury goods market grew 8% at constant exchange rates, reaching an estimated $390 billion.

The market is predicted to increase at a 6-7% compound annual growth rate between 2023 and 2030 to approximately $600 billion.

Future growth will be driven by e-commerce, Chinese consumers and younger generations.

By 2030, Bain* studies estimate that approximately 30% of personal luxury goods sales will occur online, Chinese consumers will represent approximately 35-40% of total global personal luxury goods sales and Gen Z and Alpha, combined, will make up approximately one-third of the market.

Since 1996, the global personal luxury goods industry has increased at a mid-single-digit compound annual growth rate.

In 2024, the personal luxury goods market declined year-over-year for the first time in 15 years (excluding Covid).

Personal luxury goods declined 2% to an estimated €363 billion.

The decline in revenue was driven by a decline in volumes, with the global personal luxury goods customer base shrinking for the first time in history.

At the same time, top customers took further share of the personal luxury goods market.

Bain * studies estimate that there were approximately 50 million fewer customers purchasing personal luxury goods over the last two years.

Going forward, the market is predicted to increase at a 4-6% compound annual growth rate between 2024 and 2030 to approximately €460-500 billion.

Future growth will be driven by both a growing addressable consumer base and growing addressable wealth.

As the personal luxury goods market continues to evolve, Capri is committed to designing exceptional, innovative products that cover the full spectrum of fashion luxury categories, increasing customer engagement initiatives across all three brands and tailoring merchandise to customer shopping and communication preferences as part of our growth strategy.

* Bain – Altagamma Luxury Goods Worldwide Market Study, Fall 2024 (November 13, 2024).

Bain Altagamma estimates market sizes in Euros which have been converted to US dollars.

These studies were prepared by Bain & Company and Altagamma and can be obtained free of charge or at a nominal cost by contacting Bain & Company’s media contacts.

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Fiscal Years Ended

2024 April 1,

2025 March 30,

2024 April 1,

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We believe that the following strengths differentiate us from our competitors:

Three Powerful Fashion Luxury Brands that Resonate with Consumers.

Versace is a heritage Italian luxury fashion house famous for its bold and glamorous aesthetic with a 46-year legacy.

Jimmy Choo is a British luxury footwear and accessories brand with an empowered sense of glamour and a playfully daring spirit with a 28-year history.

Michael Kors is an iconic American luxury brand known for its easy glamour, timelessness and a jet set lifestyle with a 44-year heritage.

Each of our fashion luxury houses is well established with strong consumer affinity demonstrated by the sustained double-digit growth of their respective databases.

Global Fashion Luxury Group Led by a World-Class Management Team and Renowned Designers .

We are a global fashion luxury group, consisting of three iconic brands defined by fashion luxury products with a reputation for world-class design and innovation.

The design leadership of our founder-designers Donatella Versace, Sandra Choi and Michael Kors is a unique advantage that we possess.

Our founder-led design teams are supported by our senior management team with extensive experience across a broad range of disciplines in the retail industry, including design, sales, marketing, public relations, merchandising, real estate, supply chain and finance.

The design leadership of our Chief Creative Officers is a unique advantage that we possess.

Our design teams are supported by our senior management team with extensive experience across a broad range of disciplines in the retail industry, including design, sales, marketing, public relations, merchandising, real estate, supply chain and finance.

With an average of 25 years of experience in the retail industry, including at a number of public companies, and an average of 21 years of experience with our brands, our senior management team has strong creative and operational experience and a successful track record.

For over 20 years, Donatella Versace has been Versace’s Artistic Director, molding Versace’s iconic style.

A true visionary with an intuition for how to blend fashion, design and culture, Donatella continues to honor the rich and storied Versace heritage founded in 1978, while constantly evolving and adapting the luxury house to ensure the brand’s continued relevance.

Donatella’s most recent collections for Versace are a testament to her bold and fearless design vision that celebrate Versace’s Italian heritage and unapologetic glamour.

Until recently, Donatella Versace had been Versace’s Chief Creative Officer, molding Versace’s iconic style.

Effective April 1, 2025, Dario Vitale became Chief Creative Officer.

The house of Versace has a unique heritage that has spanned decades and has helped shape the history of fashion.

Versace is known for its Italian heritage and unapologetic glamour.

Versace designs are often worn by the world’s most famous celebrities.

Jimmy Choo’s design team is led by Sandra Choi, who has been the Creative Director for the Jimmy Choo brand since its inception in 1996.

Jimmy Choo products are glamourous and daring.

Jimmy Choo products are glamorous and daring.

The Jimmy Choo brand offers classic and timeless luxury products, alongside innovative collections that are intended to set and lead fashion trends.

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Each of our Michael Kors brand collections exemplifies a glamorous lifestyle and features high quality designs, materials and craftsmanship.

Michael Kors has received a number of awards, which

recognize the contribution he and his team have made to the fashion industry and our Company.

Michael Kors has received a number of awards, which recognize the contribution he and his team have made to the fashion industry and our Company.

Some of the most widely recognized global trendsetters and celebrities wear our Michael Kors brand collections.

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Capitalizing on the success of our accessories product category, we continue to further develop the accessories businesses for Jimmy Choo and Versace, bringing our accessories expertise, including our product category knowledge, our merchandising best practices and our substantial group buying power to these brands.

Our goal is to increase Versace’s women’s and men’s accessories penetration from approximately 20% of revenues in Fiscal 2024 to 50% of Versace’s revenues over time and to increase Jimmy Choo’s women’s accessories penetration from approximately 20% of revenues in Fiscal 2024 to 30% of Jimmy Choo’s revenues over time.

We believe that Jimmy Choo’s women’s accessories revenues have the ability to grow and our goal is to increase this category from approximately 20% of revenues in Fiscal 2025 to 30% over time.

Exceptional Retail Store Footprint.

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We operated 228 Versace retail stores as of March 29, 2025 in some of the most fashionable cities and the most sought-after shopping destinations around the world.

During Fiscal 2024, we completed renovations at approximately 75% of our Versace retail stores to incorporate our new store design and have continued with these renovations in Fiscal 2025.

Versace’s products are distributed worldwide through a global network of highly specialized stores, which average approximately 2,900 gross square feet.

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We have omni-channel capabilities from best-in-class digital platforms to state-of-the-art distribution facilities globally, which we leverage across businesses.

We will continue to implement omni-channel capabilities throughout our businesses, we have begun leveraging our distribution centers globally to serve multiple brands.

We will continue to implement omni-channel capabilities throughout our businesses and have begun leveraging our distribution centers globally to serve multiple brands.

Strong Relationships with Premier Department Stores .

We partner with leading wholesale customers, such as Bloomindale’s, Macy’s, Dillard’s and Saks Fifth Avenue in North America, as well as Galeries Lafayette, Harrods, Harvey Nichols, Printemps and Selfridges in Europe.

We partner with leading wholesale customers, such as Bloomingdale’s, Dillard’s, Macy’s and Saks Fifth Avenue in North America, as well as Galeries Lafayette, Harrods, Harvey Nichols, Printemps and Selfridges in Europe.

These relationships enable us to access large numbers of our key consumers in a targeted manner.

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We plan to achieve our business strategy by focusing on the following strategic initiatives:

Maximize the Full Potential of our Three Distinct Fashion Luxury Houses.

With a portfolio of luxury houses that carry unique heritages, distinctive identities, and loyal customer bases, Capri Holdings is well-positioned to grow revenue and earnings over time.

While our strategies are tailored uniquely for each brand, across all of our luxury houses we are focused on building brand desirability through (1) engaging and inspiring new and existing consumers, (2) designing exciting fashion luxury product and (3) delivering exceptional consumer experiences through every touchpoint and channel.

Leverage group expertise and capabilities.

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We see a number of opportunities to create long-term operational synergies as we combine our global competencies and footprint.

synergies will be primarily focused on opportunities in our supply chain, information systems, back office support and manufacturing.

Continue to increase our presence in Asia.

We plan to continue to diversify our group’s global footprint with an emphasis on the Asia market, where we believe each of our three brands continue to have the potential to significantly grow market share in the region.

Continue to execute our strategies to grow Versace.

We plan to grow the Versace business to at least $2 billion in revenues over time.

To achieve this goal, we plan to build on Versace’s iconic brand codes - Barocco, La Medusa and La Greca.

Additionally, we will capitalize on Versace’s high brand awareness through bold and engaging consumer communication.

We also plan to expand and elevate Versace’s distribution by accelerating e-commerce and omni-channel capabilities, increasing our global retail footprint to 300 retail stores and continuing to renovate the remainder of the store fleet.

Finally, we plan to leverage our group’s expertise to expand Versace’s women’s and men’s accessories to 50% of the brand’s revenues over time, while maintaining Versace’s authoritative presence in women’s and men’s ready-to-wear.

These synergies will be primarily focused on opportunities in our supply chain, information systems, back office support and manufacturing.

Continue to execute on our strategies to grow Jimmy Choo.

We plan to continue to implement our growth strategies for Jimmy Choo with a goal of reaching $1 billion in revenues over time.

Our overarching strategy is rooted in reinforcing the brand’s glamorous DNA through client experience and communications, as well as through product – from formal to casual, across accessories and footwear.

Additionally, we plan to expand Jimmy Choo’s distribution by accelerating e-commerce and omni-channel developments and investing in our global retail footprint in the most fashionable shopping destinations around the world.

We also have a significant opportunity to increase women’s accessories to approximately 30% of Jimmy Choo’s revenue over time by expanding the breadth of new collections.

At the same time, we plan to continue to grow footwear sales by capitalizing on the success of glamour while expanding our fashion active and casual offerings.

Continue to leverage the strength of Michael Kors, which remains the foundation for our fashion luxury group.

Our goal is to continue to elevate Michael Kors to become a stronger and more profitable brand.

We are capitalizing on high brand awareness and consumer engagement by embracing Michael Kors heritage through a modern lens.

Reinforcing our highly recognizable brand codes including the MK monogram and MK hardware across all product categories remains a core growth strategy.

In accessories, we continue to refresh and celebrate brand icons while evolving styles with newness.

Additionally, we plan to grow our men’s business by leading with accessories and maximizing our brand codes.

Our strategy to enhance customer experience by expanding our omni-channel capabilities also remains a key priority.

Finally, we plan to double Michael Kors revenue in Asia over time.

Our strategies are anchored in our brand promise to unlock a feeling of self-confidence, an innate sense of glamour;

be trusted by our community in the moments that matter the most;

be leaders in our craft and deliver it with cultural impact and relevance.

We plan to grow Jimmy Choo revenue to $800 million over time.

To achieve this goal, we plan to reinforce the brand’s glamorous DNA through communications, product and client experience.

We plan to engage both new and existing clients through our brand message of igniting joy and empowering achievement.

Our product strategy is centered around reinforcing Jimmy Choo’s brand codes including the JC, crystal and pearl.

We plan to expand women’s accessories to approximately 30% of the brand’s revenue over time while unlocking further growth in footwear through the continued expansion of our fashion active and casual offerings.

Finally, we are committed to delivering exceptional consumer experiences through all touch points and channels including our retail stores, e-commerce and wholesale.

Execute our strategies to return Michael Kors to growth.

Our strategies are rooted in our brand promise of delivering standout style for life on the go that gives our consumers the confidence to see the world and make it their own.

We plan to grow Michael Kors revenue to $4 billion over time.

To achieve this goal, we plan to engage and excite new and existing customers through a modern interpretation of the jet set lifestyle.

Our product strategy is centered around creating exciting product with compelling value to drive greater full price sell-throughs and higher Average Unit Retail (AUR).

This includes embracing and reinforcing our iconic brand codes in a modern and refined way, a focus on owning hero styles, maintaining a balanced product mix of fashion and core, as well as a balanced pricing architecture.

We will lead with accessories while also emphasizing lifestyle categories including footwear, ready-to-wear, men’s and licensing.

Additionally, we are committed to delivering exceptional consumer experiences through all touch points and channels including our retail stores, e-commerce and wholesale.

Finally, we are focused on increasing Michael Kors retail store sales densities, not only through our product initiatives, but also through our fleet optimization and store renovation programs.

Execute on our corporate social responsibility strategy.

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We continue to take steps to advance our CSR strategy and to support the United Nations Sustainable Development Goals.

Our key sustainability goals, our plans for getting there, and an update on the progress we have made can be found in our annual CSR report located at www.capriholdings.com/CSR.

Our key sustainability goals, our plans to achieve these goals, and an update on the progress we have made can be found in our annual CSR report located at www.capriholdings.com/CSR .

The content on this website and the content in our CSR reports are not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC.

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Fiscal Years Ended

Total April 1,

Total March 30,

Total April 1,

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Apparel 601 13.6% 965 18.7% 1,107 19.7%

Licensed product 230 4.4% 222 4.0% 241 4.3%

Licensing revenue 201 4.5% 219 4.2% 211 3.8%

Licensed product 192 4.3% 230 4.4% 222 4.0%

Other 28 0.6% 35 0.7% 36 0.5%

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From haute couture to ready-to-wear, footwear, accessories and home decor, Versace delivers a unique lifestyle that welcomes customers in its elegant yet glamorous universe.

Generally, Versace’s haute couture retails up to $250,000, ready-to-wear retails from $200 to $15,000, accessories retail from $100 to $4,000 and footwear retail from $350 to $3,000.

Certain product categories, such as Versace Jeans Couture, eyewear, fragrances, jewelry, watches and home furnishings, are produced under product licensing agreements.

Swinger SA is the exclusive licensee for Versace Jeans Couture, Luxottica is the exclusive licensee for Versace eyewear, EuroItalia is the exclusive licensee for Versace fragrances, Vertime is the exclusive licensee for Versace watches and Poltrona Frau is the exclusive licensee for Versace home furnishings.

Generally, Versace Jeans Couture retail from $75 to $1,300, Versace eyewear retails from $280 to $700, Versace fragrances retail from $50 to $330, Versace watches retail from $490 to $9,000 and Versace home furnishings, which include a variety of products, generally retail from $850 to $100,000.

Jimmy Choo is a leading global luxury accessories brand offering a distinctive, glamorous and fashion-forward product range, whose core product offering is women’s luxury shoes, complemented by accessories, including handbags, small leather goods, jewelry, scarves and belts, as well as a men’s luxury shoes and accessories business.

Generally, Versace’s haute couture retails up to $300,000, ready-to-wear retails from $200 to $13,000, accessories retail from $100 to $5,000, fashion jewelry from $200 to $2,500 and footwear retail from $350 to $3,000.

Certain product categories, such as Versace Jeans Couture, eyewear, fragrances, watches, home furnishings and tableware are produced under product licensing agreements.

Swinger SA is the exclusive licensee for Versace Jeans Couture, Luxottica is the exclusive licensee for Versace eyewear, EuroItalia is the exclusive licensee for Versace fragrances, Vertime is the exclusive licensee for Versace watches and writing instruments, Poltrona Frau is the exclusive licensee for Versace home furnishings and Rosenthal is the exclusive licensee for tableware and porcelain items.

Generally, Versace Jeans Couture retail from $75 to $1,300, Versace eyewear retails from $270 to $1,650, Versace fragrances retail from $68 to $330, Versace watches retail from $495 to $8,500, Versace home furnishings, which include a variety of products, generally retail from $480 to $100,000 and tableware retail from $65 to $28,000.

Generally, Jimmy Choo women’s and men’s luxury shoes retail from $400 to $5,000 and accessories retail from $200 to $5,000.

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Generally, the Michael Kors Collection women’s handbags and small leather goods retail from $900 to $4,000, footwear retails from $400 to $1,800 and ready-to-wear retails from $400 to $10,000.

The MICHAEL Michael Kors collection offers women’s accessories, primarily handbags and small leather goods, as well as footwear and apparel and is carried in all of the Michael Kors lifestyle stores and leading department stores around the world.

The MICHAEL Michael Kors collection offers women’s accessories, primarily handbags and small leather goods, as well as footwear and apparel.

MICHAEL Michael Kors offers handbags designed to meet the fashion and functional requirements of our broad and diverse consumer base.

Generally, MICHAEL Michael Kors handbags retail from $200 to $750, small leather goods retail from

$50 to $250, footwear retails from $50 to $300 and apparel retails from $75 to $700.

Generally, MICHAEL Michael Kors handbags retail from $200 to $750,

small leather goods retail from $50 to $250, footwear retails from $50 to $300 and apparel retails from $75 to $700.

Michael Kors Mens is an innovative collection of men’s ready-to-wear, accessories and footwear with a modern American style.

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Fossil is our exclusive licensee for Michael Kors watches and jewelry.

Luxottica is our exclusive licensee for Michael Kors distinctive eyewear inspired by our collections.

The Company transitioned its fragrance business to EuroItalia during Fiscal 2023.

Luxottica is our exclusive licensee for Michael Kors distinctive eyewear.

EuroItalia is our exclusive licensee for Michael Kors fragrance.

Generally, Michael Kors watches retail from $200 to $600, Michael Kors jewelry retails from $50 to $500, Michael Kors eyewear retails from $100 to $350 and Michael Kors fragrance and related products generally retail from $30 to $150.

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We are continuously improving the functionalities and features on our e-commerce sites to create innovative ways to keep our brands at the forefront of consumers’ minds by offering a broad selection of products, including accessories, apparel and footwear.

Since e-commerce growth is critical to our overall growth strategy, we plan to accelerate Versace’s and Jimmy Choo’s e-commerce and omni-channel development and we are also in the process of re-platforming our brands’ e-commerce sites to expand our global capabilities.

Risk Factors - “If we are unable to effectively execute our e-commerce business and provide a reliable digital experience for our customers, our reputation and operating results may be harmed.”

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The remaining production occurs elsewhere in Europe and a small portion is produced in Asia or North Africa.

Jimmy Choo products are manufactured by independent third-party manufacturing contractors as well as by our owned Italian atelier and shoe manufacturer.

Jimmy Choo products are manufactured by our owned Italian ateliers and shoe manufacturers as well as by independent third-party manufacturing contractors.

Most of Jimmy Choo’s products are produced by specialists in Italy, supported by other factories across Europe, with a small portion produced in Asia.

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Risk Factors - “We primarily use foreign manufacturing contractors and independent third-party agents to source our finished goods, which poses legal, regulatory, political and economic risks to our business operations.”

Our future manufacturing and sourcing strategy includes purchasing luxury manufacturing facilities in Italy to support all of our brands, pursuing manufacturing synergies across brands and securing capacity and improving our expertise in development and delivery.

We own two luxury footwear manufacturing facilities in Italy to support all of our brands, pursuing manufacturing synergies across brands and securing capacity and improving our expertise in development and delivery.

While the fashion design process will remain independently managed by each of our brands, we believe that in-sourcing luxury manufacturing capacity will create synergies and support expansion for our global fashion luxury group.

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From these warehouses, products are shipped to regional warehouses that are operated by third-parties in the United States, Hong Kong, South Korea, Mainland China and Japan, and supports the Versace retail and e-commerce businesses.

E-commerce distribution for the United States market is conducted through third-party providers in New Jersey.

E-commerce distribution for the United States market is conducted through a third-party provider in New Jersey.

Versace’s wholesale business is mainly serviced from three central warehouses located in Italy and the United States.

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We also have applications pending for a variety of related trademarks, copyrights, designs and patents in various countries throughout the world.

As the worldwide usage of our material trademarks, copyrights, designs and patents continue to expand, we continue to strategically apply to register them in key countries where they are used.

As the worldwide usage of our material trademarks, copyrights, designs and patents continue to expand, we continue to strategically apply to register them in

key countries where they are used.

We expect that our material intellectual property will remain in full force and effect for as long as we continue to use and renew them.

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The implementation is occurring in phases over several years.

We have launched the finance functionality of the ERP system in certain regions starting in Fiscal 2023.

We have launched the finance functionality of the ERP system in certain regions starting in Fiscal 2023 which has continued in Fiscal 2025.

Risk Factors - “A material delay or disruption in our information technology systems or e-commerce websites or our failure or inability to upgrade our information technology systems precisely and efficiently could have a material adverse effect on our business, results of operations and financial condition.”

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At Capri, we strive to create workplaces where our employees and the workers across our supply chain thrive.

Through our benefits and compensation packages, learning and development programs, focus on diversity and inclusion, employee engagement, wellness and safety programs and supply chain empowerment initiatives, we continue to make significant investments in our Capri community.

Through our benefits and compensation packages, learning and development programs, focus on community, employee engagement, wellness and safety programs and supply chain empowerment initiatives, we continue to make significant investments in our Capri community.

Governance and Oversight.

Our Board of Directors has delegated oversight of matters relating to human capital management, including compensation, learning and development and diversity and inclusion to our Compensation and Talent Committee.

Our Board of Directors has delegated oversight of matters relating to human capital management, including compensation and leadership and talent development to our Compensation and Talent Committee.

Our Compensation and Talent Committee receives regular updates on our talent development strategies and other applicable areas of human capital management.

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Benefits and Compensation.

We maintain comprehensive benefits and compensation packages to attract, retain and recognize our employees.

Our health and welfare benefit program is designed to provide a wide range of benefits to meet the health care, financial, work/life and mental wellbeing needs of eligible employees.

Benefits include, among others, medical, dental and vision plans, life insurance, short and long-term disability coverage, retirement plans (with matching contributions where applicable), paid parental leave for all parents, gender reassignment coverage and fertility support benefits in the United States, and a wellness program focused employees’ physical, emotional, financial and social wellness, including several digital therapeutic programs to assist with therapy, anxiety and worry and sleep.

We maintain comprehensive benefit and compensation packages to attract, retain and recognize our employees.

Our health and welfare benefit program is designed to provide a wide range of benefits to meet the health care, financial, work/life and mental well-being needs of eligible employees.

Benefits include, among others, medical, dental and vision plans, life insurance, short and long-term disability coverage, retirement plans (with matching contributions where applicable), paid parental leave for all parents, gender reassignment coverage and fertility support benefits in the United States, and a wellness program focused on employees’ physical, emotional, financial and social wellness, including several digital therapeutic programs to assist with physical therapy, behavioral health therapy, anxiety and worry and sleep.

We also offer employees paid time off, including time off to volunteer with eligible charitable organizations.

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During Fiscal 2025, we continued to offer quality training touchpoints to employees throughout our global organization, including programs around compliance, ethics and integrity, promoting respect in the workplace, global cybersecurity practices, and supply chain transparency.

We also have a mandatory diversity and inclusion (“D&I”) curriculum and a leadership development program focused on building and understanding emotional intelligence in our leaders.

We also have development programs for new people managers and mid-level leaders aimed at enhancing interpersonal skills and leadership capabilities.

Diversity and Inclusion.

Diversity and inclusion are key values of our company.

We foster an inclusive environment where employees, vendors and customers of diverse backgrounds are respected, valued and celebrated.

We are proud of our commitment to diversity, equality and inclusion, and will continue to advance these principles through meaningful short and long term actions across the globe.

Our commitment to diversity and inclusion is supported by three pillars:

Capri Culture - Our commitment to diversity extends beyond representation.

We aim to build an inclusive space where all employees have the opportunity to realize their full potential and excel, while contributing to our success in a meaningful way.

We foster an inclusive environment where employees, vendors and customers of different backgrounds are respected, valued and celebrated.

Our commitment is supported by three pillars:

Capri Culture - We are creating an inclusive space where our employees are valued, respected and empowered to contribute in a meaningful way.

Capri Talent - Differences in ideas and experiences allow our Company to thrive.

We are attracting, advancing and advocating for a workforce that reflects the diversity of the world around us.

Capri Community - Through diversity and inclusion comes understanding and strength.

Our responsibility to promote equality is not just to those who work with us, but to our industry, the customers we serve and the communities around us.

We have a number of employee resource groups (“ERGs”) to drive awareness of identity and intersectionality across our workforce, including APPLAUD @ Capri (Asian Pacific Partners, Leaders, and Unified Doers), BOLD@Capri (Black Organizers, Leaders, and Doers), EmpowerHER @ Capri, Latinos Unidos @ Capri, Parenthood @ Capri, and PRIDE @ Capri, and we utilize global D&I listening sessions, regular D&I newsletters and communications and keynote speakers to further embed inclusion in our workplace.

We are committed to recruiting, developing and retaining passionate, skilled and diverse talent.

During the fiscal year, we continued to roll out inclusive recruiting and debiased recruitment operating strategies, including new interview guides and team trainings and we expanded our mentorship program, which now has a reverse mentorship component, across the globe to encourage access, belonging and allyship.

We are also a proud partner with a wide array of organizations and pledges in furtherance of driving equality and have a received a number of awards and accolades in the area of D&I.

Through The Capri Holdings Foundation for the Advancement in Diversity in Fashion, we are also driving diversity, inclusion and equality throughout the fashion industry by working collaboratively with educational institutions to create meaningful opportunities in fashion for historically underrepresented communities, including the Black, Indigenous and People of Color (BIPOC) community.

The Foundation has ongoing partnerships with the Fashion Institute of Technology (FIT), Howard University, Pensole Lewis College of Business and Design (PLC) and Central Saint Martins – University of the Arts London.

These programs are not just designed to ease students’ financial pressures but are part of a larger effort to help remove systemic roadblocks and increase opportunities within the fashion industry including through scholarship support, mentorship and hands-on experiences with current industry professionals.

We are attracting, advancing and advocating for a workforce that reflects the world around us.

Capri Community - Our responsibility to champion inclusion is not just to those who work with us, but to our industry, the customers we serve and the communities around us.

We have a number of employee resource groups (“ERGs”) to foster community, drive awareness of identity and intersectionality across our workforce and we utilize global listening sessions, regular communications and keynote speakers to further embed inclusion in our workplace.

We are committed to recruiting, developing and retaining passionate and skilled talent that reflect the communities we serve.

During the fiscal year, we continued to roll out our global training program guides and mentorship programs, which include a reverse mentorship component, across the globe to encourage access, belonging and allyship.

Through The Capri Holdings Foundation for the Advancement of Diversity in Fashion, we are also working collaboratively with educational institutions to create meaningful opportunities in the fashion industry for historically underrepresented communities.

We established two additional partnerships in Fiscal 2025 with The New School’s Parsons School of Design and The Heritage Crafts Association.

These programs are not just designed to ease students’ financial pressures but are part of a larger effort to help remove systemic roadblocks and increase opportunities within the fashion industry through scholarship support, mentorship and hands-on experiences with current industry professionals.

Employee Engagement.

Enhancing our employee experience has always been an integral part of our strategy and checking in with one another is a key part of our employee engagement program.

We are honored to have received recognitions of our inclusive culture and community throughout the fiscal year, including:certification in 2023 as a Great Place to Work® in the U.S.for the second consecutive year, also received for a second year in the UK by Michael Kors;

being named to the Parity.Org 2023 Best Companies for Women to Advance and 2023 Best Companies for People of Color to Advance lists;

inclusion in the 2023 Bloomberg Gender-Equality Index;

receipt of HR Asia’s Best Companies to Work for in Asia 2023 award;

and our D&I newsletter’s acknowledgment as the UK Company Culture Awards Best Internal Communications Campaign of the Year.

Enhancing our employee experience has always been an integral part of our strategy.

We are honored to have received recognitions of our inclusive culture and community throughout the fiscal year, including:

certification in 2024 as Best Workplace for Development ™ in the UK by Michael Kors;

being named to the Parity.Org 2024 Best Companies for Equal Advancement Opportunity;

and being listed in Seramount’s Best Companies for Multicultural Women List.

Workplace Safety .

Everyone working on behalf of our Company is entitled to work in a safe environment while maintaining their health and well being.

Our commitment to health and safety is founded on a number of guiding principles

described in our Occupational Health and Safety Policy, which we published on our corporate website, and is bolstered by weekly safety informational newsletters for our distribution centers, monthly retail safety and security newsletters shared across our brands, and a robust health and safety training curriculum.

Our commitment to health and safety is founded on a number of guiding principles described in our Occupational Health and Safety Policy, which is published on our corporate website, and is bolstered by weekly safety informational newsletters for our distribution centers, monthly retail safety and security newsletters shared across our brands, and a robust health and safety training curriculum.

Throughout the fiscal year, we also conducted health and safety audits, risk assessments and compliance mapping exercises, and continued to offer vital resources to our teams including medical and security assistance services for traveling employees.

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In Fiscal 2025, we continued to support RISE:

REimaginging Industry to Support Equality, a collaborative initiative to ensure women working in global supply chains experience greater dignity, equality, choice of opportunities and fulfillment of their rights.

Reimagining Industry to Support Equality, a collaborative initiative to ensure women working in global supply chains experience greater dignity, equality, choice of opportunities and fulfillment of their rights.

We also partnered with Empower Co., an organization working to build the first global voluntary market to measurably scale women’s empowerment.

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Virtually all of our imported products are subject to duties which may impact the costs of such products.

In addition, countries to which we ship our products may impose safeguard quotas to limit the quantity of products that may be imported.

We utilize free trade agreements and other supply chain initiatives in order to maximize efficiencies and cost savings relating to product importation.

Additionally, we are subject to government regulations relating to importation activities, including the United States Customs and Border Protection (“CBP”) withhold release orders.

The imposition of taxes, duties and quotas, the withdrawal from or material modification to trade agreements and/or if CBP detains shipments of our goods pursuant to a withhold release order could have a material adverse effect on our business, results of operations and financial condition.

If additional tariffs or trade restrictions are implemented by the United States or other countries, the cost of our products could increase which could adversely affect our results of operations and financial condition.

Additionally, we are subject to government regulations relating to product labeling, testing and safety.

We maintain a global customs and product compliance organization to help manage our import and related regulatory activity.

Corporate Social Responsibility (“CSR”)

In April 2025, the U.S.

Government announced tariffs on imports from select countries.

The majority of the Company's products sold in the U.S.

are imported from countries in which these tariffs were announced, including Vietnam, Cambodia, Indonesia and Bangladesh, where the primary manufacturers of Michael Kors products are located.

In addition, retaliatory tariffs may be implemented by countries where our manufacturers are located and/or countries to which we ship our products may impose safeguard quotas to limit the quantity of products that may be imported.

Where we can, we utilize free trade agreements and other supply chain initiatives in order to maximize efficiencies and cost savings relating to product importation.

We use commercially reasonable efforts to mitigate these effects by sourcing our products as efficiently as possible and diversifying the countries where we produce, and we are continuing to explore ways to mitigate our potential exposure to risks associated with new or increased duties, tariffs, or other import controls or restrictions but we may not be able to mitigate the risk fully or at all.

Risk Factors - “Our business is subject to risks associated with importing products, and the imposition or threat of imposition of new or additional duties, tariffs or trade restrictions could have a material adverse effect on our business, results of operations and financial condition.” Additionally, we are subject to government regulations relating to importation activities, including the United States Customs and Border Protection (“CBP”) withhold release orders.

If CBP detains shipments of our goods pursuant to a withhold release order they may not release our goods immediately or at all which could materially impact our U.S.

business or result in potential violations of customs and trade laws.

We are also subject to government regulations relating to product labeling, testing and safety.

We maintain a global customs and product compliance organization to help manage our import and related regulatory risks and activities.

Corporate Social Responsibility

Our CSR strategy focuses on four foundational pillars:

• Our Governance – We believe responsible business practices start from the top, and we recognize the increasing importance of environmental, social and governance ("ESG") matters to our business and our stakeholders.

• Our Governance – We believe responsible business practices start from the top, and we recognize the increasing importance of environmental, social and governance matters to our business and our stakeholders.

Our sustainability governance model ensures our Board of Directors, executive team and brands are aligned on the most important sustainability risks and opportunities for Capri.

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Our brands strive to create the highest quality luxury products with longevity and sustainability in mind.

endeavor to operate responsibly in order to lower our impact on the planet and to promote industry-wide environmental change.

We endeavor to operate responsibly in order to lower our impact on the planet and to promote industry-wide environmental change.

• Our Community – We believe we have a responsibility to those who work with us.

Our Company strives to create inclusive workplaces where all of our employees are empowered and respected.

We are committed to creating meaningful opportunities for our diverse Capri community to grow.

We are committed to creating meaningful opportunities for our unique Capri community to grow.

• Our Philanthropy – Giving back is embedded in Capri’s culture.

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The Board’s Audit Committee also assesses ESG risks as part of its overall enterprise risk management review, and the Board’s Compensation and Talent Committee considers performance against individualized ESG goals in making executive compensation decisions.

Our governance model embeds sustainability throughout our business and is supported by several

working groups focused on driving social and philanthropic causes, our Company and brand foundations, and ERGs.

Our governance model embeds sustainability throughout our business and is supported by several working groups focused on driving social and philanthropic causes, our Company and brand foundations, and ERGs.

We are committed to conducting regular materiality assessments to ensure that we are focusing on the ESG topics of greatest importance to our stakeholders.

We carried out our most recent group-wide materiality assessment in 2022, the results of which helped to reinforce our CSR strategy and inform our reporting.

We are also undertaking a double materiality assessment to guide the next phase of our CSR journey and prepare us for the evolving ESG regulatory landscape.

Beyond our formal materiality assessment process, we periodically collect stakeholder input and feedback to better understand the ESG issues most relevant to our business.

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No information contained on our website is intended to be included as part of, or incorporated by reference into, this Annual Report on Form 10-K.

Information relating to corporate governance at our Company, including our Corporate Governance Guidelines, our Code of Business Conduct and Ethics for all directors, officers, and employees, and information concerning our directors, Committees of the Board, including Committee charters, and transactions in Company securities by directors and executive officers, is available at our website under the captions “Governance” and “Financials” and then “SEC Filings.” Paper copies of these filings and corporate governance documents are available to shareholders free of charge by written request to Investor Relations, Capri Holdings Limited, 90 Whitfield Street, 2nd Floor, London, United Kingdom, W1T 4EZ.

Documents filed with the SEC are also available on the SEC’s website at www.sec.gov .

Information relating to corporate governance at our Company, including our Corporate Governance Guidelines, our Code of Business Conduct and Ethics for all directors, officers, and employees, and information concerning our directors, Committees of the Board, including Committee charters, and transactions in Company securities by directors and executive officers, is available at our website under the captions “Governance” or “Financials” and then “SEC Filings.” Paper copies of these filings and corporate governance documents are available to shareholders free of charge by written request to Investor Relations, Capri Holdings Limited, 90 Whitfield Street, 2nd Floor, London, United Kingdom, W1T 4EZ.

Documents filed with, or furnished to, the SEC are also available on the SEC’s website at www.sec.gov .

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What changed 10-K

Item 1. Business