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Item 1. Financial Statements

2025-08-07 compared with 2025-02-05 · 392 added, 557 removed, 484 unchanged (66% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

(In millions, except share data)

(In millions, except share data) (Unaudited)

2025 March 29,

4 unchanged sentences

Prepaid expenses and other current assets 176 156

Current assets held for sale 384 342

Total current assets 1,639 1,521

5 unchanged sentences

Other assets 100 99

Noncurrent assets held for sale 1,707 1,594

Total assets $ 5,469 $ 5,213

7 unchanged sentences

Accrued expenses and other current liabilities 265 233

Current liabilities held for sale 339 304

Total current liabilities 1,399 1,336

3 unchanged sentences

Other long-term liabilities 962 417

Noncurrent liabilities held for sale 588 575

Total liabilities 5,482 4,841

3 unchanged sentences

650,000,000 shares authorized;

227,667,624 shares issued and 117,908,474 outstanding at December 28, 2024;

228,886,329 shares issued and 119,040,814 outstanding at June 28, 2025;

227,672,351 shares issued and 117,913,201 outstanding at March 29, 2025

Treasury shares, at cost ( 109,759,150 shares at December 28, 2024 and 109,641,440 shares at March 30, 2024)

Treasury shares, at cost ( 109,845,515 shares at June 28, 2025 and 109,759,150 shares at March 29, 2025)

( 5,463 ) ( 5,462 )

Additional paid-in capital 1,492 1,476

Accumulated other comprehensive income 122 161

Accumulated other comprehensive (loss) income ( 396 ) 57

Retained earnings 4,350 4,297

5 unchanged sentences

CAPRI HOLDINGS LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(In millions, except share and per share data)

Three Months Ended Nine Months Ended

2024 December 30,

2023 December 28,

2024 December 30,

Three Months Ended

2025 June 29,

Total revenue $ 797 $ 848

Cost of goods sold 295 313

812 928 2,195 2,572

Selling, general and administrative expenses 455 491

Depreciation and amortization 30 32

Impairment of assets 675 6 718 26

Restructuring and other (income) expense ( 2 ) 5 — 3

Restructuring and other expense 1 1

Total operating expenses 486 524

(Loss) income from operations ( 590 ) 122 ( 636 ) 302

Interest (income) expense, net ( 8 ) 1 ( 22 ) 12

Foreign currency loss (gain) 23 ( 2 ) 11 16

(Loss) income before income taxes ( 605 ) 123 ( 625 ) 274

Income from operations 16 11

Other income, net ( 1 ) —

Interest income, net ( 18 ) ( 4 )

Foreign currency (gain) loss ( 5 ) 4

Income from continuing operations before income taxes 40 11

(Benefit) provision for income taxes ( 16 ) 6

Net (loss) income ( 546 ) 105 ( 535 ) 243

Net income attributable to noncontrolling interest 1 — 2 —

Net (loss) income attributable to Capri $ ( 547 ) $ 105 $ ( 537 ) $ 243

Net income from continuing operations 56 5

Net loss from discontinued operations, net of tax ( 3 ) ( 17 )

Net income (loss) 53 ( 12 )

Net income attributable to noncontrolling interest from continuing operations — 2

Net income (loss) attributable to Capri $ 53 $ ( 14 )

Weighted average ordinary shares outstanding:

1 unchanged sentence

Diluted 119,107,663 118,256,417

Net (loss) income per ordinary share attributable to Capri:

Basic $ ( 4.61 ) $ 0.89 $ ( 4.54 ) $ 2.07

Diluted $ ( 4.61 ) $ 0.88 $ ( 4.54 ) $ 2.06

Statements of Comprehensive (Loss) Income:

Net (loss) income $ ( 546 ) $ 105 $ ( 535 ) $ 243

Net income (loss) per ordinary share attributable to Capri:

Basic from continuing operations $ 0.47 $ 0.03

Basic from discontinued operations ( 0.03 ) ( 0.14 )

Basic per ordinary share $ 0.44 $ ( 0.11 )

Diluted from continuing operations $ 0.47 $ 0.03

Diluted from discontinued operations ( 0.03 ) ( 0.15 )

Diluted per ordinary share $ 0.44 $ ( 0.12 )

Statements of Comprehensive Loss:

Net income (loss) $ 53 $ ( 12 )

Foreign currency translation adjustments ( 451 ) ( 29 )

Net loss on derivatives ( 2 ) —

Comprehensive (loss) income ( 427 ) 6 ( 574 ) 127

Comprehensive loss ( 400 ) ( 41 )

Net income attributable to noncontrolling interest — 2

Comprehensive (loss) income attributable to Capri $ ( 428 ) $ 6 $ ( 576 ) $ 127

Comprehensive loss attributable to Capri $ ( 400 ) $ ( 43 )

See accompanying notes to consolidated financial statements.

3 unchanged sentences

Ordinary Shares Additional

Capital Treasury Shares Accumulated Other Comprehensive Income Retained

Earnings Total Equity of Capri Non-controlling Interest Total Equity

Shares Amounts Shares Amounts

Balance at September 28, 2024 227,571 $ — $ 1,454 ( 109,747 ) $ ( 5,462 ) $ 3 $ 5,489 $ 1,484 $ 2 $ 1,486

Net (loss) income — — — — — — ( 547 ) ( 547 ) 1 ( 546 )

Other comprehensive income — — — — — 119 — 119 — 119

Total comprehensive (loss) income — — — — — — — ( 428 ) 1 ( 427 )

Vesting of restricted awards, net of forfeitures 97 — — — — — — — — —

Share-based compensation expense — — 12 — — — — 12 — 12

Repurchase of ordinary shares — — — ( 12 ) — — — — — —

Balance at December 28, 2024 227,668 $ — $ 1,466 ( 109,759 ) $ ( 5,462 ) $ 122 $ 4,942 $ 1,068 $ 3 $ 1,071

Ordinary Shares Additional

Capital Treasury Shares Accumulated Other Comprehensive Income Retained

Capital Treasury Shares AOCI (1)

Earnings Total Equity of Capri Non-controlling Interest Total Equity

1 unchanged sentence

Balance at March 29, 2025 227,672 $ — $ 1,476 ( 109,759 ) $ ( 5,462 ) $ 57 $ 4,297 $ 368 $ 4 $ 372

Net (loss) income — — — — — — ( 537 ) ( 537 ) 2 ( 535 )

Other comprehensive loss — — — — — ( 39 ) — ( 39 ) — ( 39 )

Total comprehensive (loss) income — — — — — — — ( 576 ) 2 ( 574 )

Vesting of restricted awards, net of forfeitures 1,397 — — — — — — — — —

Share-based compensation expense — — 49 — — — — 49 — 49

Repurchase of ordinary shares — — — ( 118 ) ( 4 ) — — ( 4 ) — ( 4 )

Balance at December 28, 2024 227,668 $ — $ 1,466 ( 109,759 ) $ ( 5,462 ) $ 122 $ 4,942 $ 1,068 $ 3 $ 1,071

CAPRI HOLDINGS LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In millions, except share data which is in thousands)

Ordinary Shares Additional

Capital Treasury Shares Accumulated Other Comprehensive Income Retained

Earnings Total Equity of Capri Non-controlling Interest Total Equity

Shares Amounts Shares Amounts

Balance at September 30, 2023 225,768 $ — $ 1,392 ( 109,628 ) $ ( 5,457 ) $ 130 $ 5,846 $ 1,911 $ 1 $ 1,912

Net income — — — — — — 53 53 — 53

Other comprehensive loss — — — — — ( 453 ) — ( 453 ) — ( 453 )

Total comprehensive income — — — — — — — 6 — 6

Total comprehensive loss — — — — — — — ( 400 ) — ( 400 )

Vesting of restricted awards, net of forfeitures 1,214 — — — — — — — — —

1 unchanged sentence

Repurchase of ordinary shares — — — ( 87 ) ( 1 ) — — ( 1 ) — ( 1 )

Balance at December 30, 2023 225,904 $ — $ 1,410 ( 109,641 ) $ ( 5,458 ) $ 31 $ 5,951 $ 1,934 $ 1 $ 1,935

Balance at June 28, 2025 228,886 $ — $ 1,492 ( 109,846 ) $ ( 5,463 ) $ ( 396 ) $ 4,350 $ ( 17 ) $ 4 $ ( 13 )

Ordinary Shares Additional

Capital Treasury Shares Accumulated Other Comprehensive Income Retained

Capital Treasury Shares AOCI (1)

Earnings Total Equity of Capri Non-controlling Interest Total Equity

Shares Amounts Shares Amounts

Balance at April 1, 2023 224,166 $ — $ 1,344 ( 106,819 ) $ ( 5,351 ) $ 147 $ 5,708 $ 1,848 $ 1 $ 1,849

Net income — — — — — — 243 243 — 243

Balance at March 30, 2024 226,271 $ — $ 1,417 ( 109,641 ) $ ( 5,458 ) $ 161 $ 5,479 $ 1,599 $ 1 $ 1,600

Net (loss) income — — — — — — ( 14 ) ( 14 ) 2 ( 12 )

Other comprehensive loss — — — — — ( 29 ) — ( 29 ) — ( 29 )

Total comprehensive income — — — — — — — 127 — 127

Total comprehensive (loss) income — — — — — — — ( 43 ) 2 ( 41 )

Vesting of restricted awards, net of forfeitures 1,246 — — — — — — — — —

Exercise of employee share options 14 — 1 — — — — 1 — 1

Share-based compensation expense — — 26 — — — — 26 — 26

Repurchase of ordinary shares — — — ( 94 ) ( 3 ) — — ( 3 ) — ( 3 )

Balance at December 30, 2023 225,904 $ — $ 1,410 ( 109,641 ) $ ( 5,458 ) $ 31 $ 5,951 $ 1,934 $ 1 $ 1,935

Balance at June 29, 2024 227,517 $ — $ 1,443 ( 109,735 ) $ ( 5,461 ) $ 132 $ 5,465 $ 1,579 $ 3 $ 1,582

(1) Accumulated other comprehensive (loss) income.

See accompanying notes to consolidated financial statements.

2 unchanged sentences

(In millions)

Nine Months Ended

2024 December 30,

Three Months Ended

2025 June 29,

Cash flows from operating activities

Net (loss) income $ ( 535 ) $ 243

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Net income (loss) $ 53 $ ( 12 )

Net loss from discontinued operations, net of tax ( 3 ) ( 17 )

Net income from continuing operations 56 5

Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:

Depreciation and amortization 30 32

1 unchanged sentence

Deferred income taxes ( 17 ) 5

Impairment of assets 718 26

Changes to lease related balances, net ( 18 ) ( 29 )

Foreign currency loss 4 10

Foreign currency gain ( 1 ) —

Other non-cash adjustments 1 3

6 unchanged sentences

Other long-term assets and liabilities ( 5 ) ( 28 )

Net cash provided by operating activities 442 265

Net cash provided by operating activities of continuing operations 20 66

Net cash (used in) provided by operating activities of discontinued operations ( 28 ) 17

Net cash (used in) provided by operating activities ( 8 ) 83

Cash flows from investing activities

1 unchanged sentence

Cash paid for business acquisitions, net of cash acquired — ( 9 )

Settlement of net investment hedges 42 —

Net cash used in investing activities of continuing operations ( 13 ) ( 25 )

Net cash used in investing activities of discontinued operations ( 6 ) ( 27 )

Net cash used in investing activities ( 19 ) ( 52 )

2 unchanged sentences

Debt repayments ( 502 ) ( 364 )

Debt issuance costs ( 2 ) —

Repurchase of ordinary shares ( 1 ) ( 3 )

Exercise of employee share options — 1

Net cash used in financing activities ( 212 ) ( 116 )

Net cash provided by (used in) financing activities of continuing operations 94 ( 9 )

Net cash provided by (used in) financing activities of discontinued operations — —

Net cash provided by (used in) financing activities 94 ( 9 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 32 ) ( 5 )

Net increase (decrease) in cash, cash equivalents and restricted cash 160 ( 1 )

Net increase in cash, cash equivalents and restricted cash 35 17

Beginning of period 175 205

5 unchanged sentences

Accrued capital expenditures $ 15 $ 20

Summary of cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash of continuing operations, end of period $ 139 $ 183

Cash, cash equivalents and restricted cash of discontinued operations, end of period 71 39

Cash, cash equivalents and restricted cash, end of period $ 210 $ 222

See accompanying notes to consolidated financial statements.

3 unchanged sentences

The Company was incorporated in the British Virgin Islands on December 13, 2002 as Michael Kors Holdings Limited and changed its name to Capri Holdings Limited (“Capri”, and together with its subsidiaries, the “Company”) on December 31, 2018.

The Company is a holding company that owns brands that are leading designers, marketers, distributors and retailers of branded women’s and men’s accessories, apparel and footwear bearing the Versace, Jimmy Choo and Michael Kors tradenames and related trademarks and logos.

The Company is a holding company that owns brands that are leading designers, marketers, distributors and retailers of branded women’s and men’s accessories, apparel and footwear bearing the Michael Kors, Jimmy Choo and Versace tradenames and related trademarks and logos.

The Company operates in three reportable segments:

Versace, Jimmy Choo and Michael Kors.

See Note 17 for additional information.

Michael Kors, Jimmy Choo and Versace.

See Note 18 for additional information regarding the Company’s segments.

On April 10, 2025, the Company and Prada S.p.A.

(“Prada”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) whereby Prada has agreed to acquire certain subsidiaries of the Company which operate the Company’s Versace business for an aggregate purchase price of $ 1.375 billion in cash, subject to certain adjustments, including for net indebtedness, working capital and transaction expenses.

As a result, the Company determined that the held for sale and discontinued operations criteria have been met during the first quarter and the Company has classified the results of operations and cash flows of its Versace business as discontinued operations in its consolidated statements of operations and comprehensive income (loss) and consolidated statements of cash flows for all periods presented.

The related assets and liabilities associated with the discontinued operations are classified as held for sale in the consolidated balance sheets as of June 28, 2025 and March 29, 2025.

Unless otherwise noted, discussion within these notes to the consolidated interim financial statements relate to continuing operations.

Refer to Note 4 - "Discontinued Operations" for further information.

The interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S.

1 unchanged sentence

All significant intercompany balances and transactions have been eliminated in consolidation.

The interim consolidated financial statements as of December 28, 2024 and for the three and nine months ended December 28, 2024 and December 30, 2023 are unaudited.

The interim consolidated financial statements as of June 28, 2025 and for the three months ended June 28, 2025 and June 29, 2024 are unaudited.

The Company consolidates the results of its Versace business on a one-month lag, as consistent with prior periods.

5 unchanged sentences

The Company utilizes a 52- to 53-week fiscal year and the term “Fiscal Year” or “Fiscal” refers to that 52-week or 53-week period.

The results for the three and nine months ended December 28, 2024 and December 30, 2023 are based on 13-week and 39-week periods, respectively.

The results for the three months ended June 28, 2025 and June 29, 2024 are based on 13-week periods.

The Company’s Fiscal Year 2026 is a 52-week period ending March 28, 2026.

5 unchanged sentences

The Merger had been approved by the boards of directors of Capri and Tapestry and by the shareholders of Capri.

Completion of the Merger was subject to, among other customary conditions, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

Completion of the Merger was subject to, among other customary conditions, the expiration or termination of the applicable

waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

The Company received regulatory approval from all countries except for the United States.

4 unchanged sentences

Court of Appeals for the Second Circuit (the “Second Circuit”).

On November 13, 2024, the Parties entered into a Termination Agreement (the “Termination Agreement”), pursuant to

which the Parties agreed to terminate the Merger Agreement, effective immediately.

On November 13, 2024, the Parties entered into a Termination Agreement (the “Termination Agreement”), pursuant to which the Parties agreed to terminate the Merger Agreement, effective immediately.

In connection with the termination, consistent with the Merger Agreement, Tapestry agreed to reimburse the Company approximately $ 45 million in cash for certain expenses on November 14, 2024.

This reimbursement was recorded within selling, general and administrative expenses in the Company’s consolidated statements of operations and comprehensive (loss) income.

This reimbursement was recorded within selling, general and administrative expenses in the Company’s consolidated statements of operations and comprehensive income (loss).

The Parties also agreed to release each other and their related parties from any and all liability, claims, rights, actions, causes of action, suits, liens, obligations, accounts, debts, demands, agreements, promises, liabilities, controversies, costs, charges, damages, expenses and fees (including attorney’s, financial advisor’s or other fees) in connection with, arising out of or related to the Merger Agreement or the transactions contemplated therein or thereby.

6 unchanged sentences

The level of uncertainty in estimates and assumptions increases with the length of time until the underlying transactions are completed.

The most significant assumptions and estimates involved in preparing the financial statements include allowances for customer deductions, sales returns, credit losses, estimates of inventory net realizable value, the valuation of share-based compensation, the valuation of deferred taxes, goodwill, intangible assets, operating lease right-of-use assets and property and equipment, along with the estimated useful lives assigned to these assets.

The most significant assumptions and estimates involved in preparing the financial statements include allowances for customer deductions, sales returns, credit losses, estimates of inventory net realizable value, the valuation of deferred taxes, goodwill, intangible assets, operating lease right-of-use assets and property and equipment, along with the estimated useful lives assigned to these assets.

Actual results could differ from those estimates.

3 unchanged sentences

All highly liquid investments with original maturities of three months or less are considered to be cash equivalents.

Included in the Company’s cash and cash equivalents as of December 28, 2024 and March 30, 2024 are credit card receivables of $ 40 million and $ 28 million, respectively, which generally settle within two to three business days.

A reconciliation of cash, cash equivalents and restricted cash as of December 28, 2024 and March 30, 2024 from the consolidated balance sheets to the consolidated statements of cash flows is as follows (in millions):

Included in the Company’s cash and cash equivalents as of June 28, 2025 and March 29, 2025 are credit card receivables of $ 24 million and $ 20 million, respectively, which generally settle within two to three business days.

A reconciliation of cash, cash equivalents and restricted cash as of June 28, 2025 and March 29, 2025 from the consolidated balance sheets to the consolidated statements of cash flows is as follows (in millions):

2025 March 29,

2 unchanged sentences

Restricted cash included within prepaid expenses and other current assets 10 9

Total cash, cash equivalents and restricted cash shown on the consolidated statements of cash flows $ 365 $ 205

Total cash, cash equivalents and restricted cash shown on the consolidated statements of cash flows from continuing operations $ 139 $ 116

Inventories primarily consist of finished goods with the exception of raw materials and work in process.

The combined total of raw materials and work in process recorded on the Company’s consolidated balance sheets was $ 41 million and $ 45 million as of December 28, 2024 and March 30, 2024, respectively.

The combined total of raw materials and work in process recorded on the Company’s consolidated balance sheets was $ 18 million and $ 17 million as of June 28, 2025 and March 29, 2025, respectively.

Derivative Financial Instruments

Forward Foreign Currency Exchange Contracts

The Company may use forward foreign currency exchange contracts to manage its exposure to fluctuations in foreign currencies for certain transactions.

The Company uses forward foreign currency exchange contracts to manage its exposure to fluctuations in foreign currencies for certain transactions.

The Company, in its normal course of business, enters into transactions with foreign suppliers and seeks to minimize risks related to these transactions.

The Company employs these forward contracts to hedge the Company’s cash flows, as they relate to transactions denominated in foreign currencies.

Certain of these contracts are designated as hedges for accounting purposes, while others remain undesignated.

Certain of these contracts are designated as hedges for accounting purposes, while others may remain undesignated.

All of the Company’s derivative instruments are recorded in the Company’s consolidated balance sheets at fair value on a gross basis, regardless of their hedge designation.

The Company designates certain contracts related to the purchase of inventory that qualify for hedge accounting as cash flow hedges.

Formal hedge documentation is prepared for all derivative instruments designated as hedges, including a description of the hedged transaction, the hedging instrument and the risk being hedged.

The changes in the fair value for contracts designated as cash flow hedges are recorded in equity as a component of accumulated other comprehensive income until the hedged item affects earnings.

When the inventory related to the forecasted inventory purchases that are being hedged is sold to a third-party, the gains or losses deferred in accumulated other comprehensive income are recognized within cost of goods sold.

The changes in the fair value for contracts designated as cash flow hedges are recorded in equity as a component of accumulated other comprehensive (loss) income until the hedged item affects earnings.

When the inventory related to forecasted inventory purchases that are being hedged is sold to a third-party, the gains or losses deferred in accumulated other comprehensive (loss) income are recognized within cost of goods sold.

The Company uses regression analysis to assess effectiveness of derivative instruments that are designated as hedges, which compares the change in the fair value of the derivative instrument to the change in the related hedged item.

If the hedge is no longer expected to be highly effective, future changes in the fair value are recognized in earnings.

For those contracts that are not designated as hedges, changes in the fair value are recorded to foreign currency loss (gain) in the Company’s consolidated statements of operations and comprehensive (loss) income.

The Company classifies cash flows relating to its forward foreign currency exchange contracts related to purchase of inventory consistently with the classification of the hedged item, within cash flows from operating activities.

These forward contracts generally have a term of no more than 12 months.

For those contracts that are not designated as hedges, changes in the fair value are recorded to foreign currency (gain) loss in the Company’s consolidated statements of operations and comprehensive income (loss).

The Company classifies cash flows relating to its forward foreign currency exchange contracts related to the purchase of inventory consistently with the classification of the hedged item, within cash flows from operating activities.

The Company is exposed to the risk that counterparties to derivative contracts will fail to meet their contractual obligations.

In order to mitigate counterparty credit risk, the Company only enters into contracts with carefully selected financial institutions based upon their credit ratings and certain other financial factors, adhering to established limits for credit exposure.

The aforementioned forward contracts generally have a term less than 12 months.

The period of these contracts is directly related to the transactions they are intended to hedge.

Net Investment Hedges

The Company uses cross-currency swap agreements to hedge its net investments in foreign operations against future volatility in the exchange rates between different currencies.

The Company has elected the spot method of designating these contracts under Accounting Standards Update (“ASU”) 2017-12, “Derivatives and Hedging (Topic 815):

The Company also uses cross currency swap agreements to hedge its net investments in foreign operations against future volatility in the exchange rates between different currencies.

The Company has elected the spot method of designating these contracts under ASU 2017-12, “ Derivatives and Hedging (Topic 815):

Targeted Improvements to Accounting for Hedging Activities, ” and has designated these contracts as net investment hedges.

The net gain or loss on the net investment hedge is reported within foreign currency translation adjustments (“CTA”), as a component of accumulated other comprehensive income on the Company’s consolidated balance sheets.

Interest accruals and coupon payments are recognized directly in interest (income) expense, net, in the Company’s consolidated statements of operations and comprehensive (loss) income.

The net gain or loss on the net investment hedge is reported within foreign currency translation adjustments (“CTA”), as a component of accumulated other comprehensive (loss) income on the Company’s consolidated balance sheets.

Interest accruals and coupon payments are recognized directly in interest income, net, in the Company’s consolidated statements of operations and comprehensive income (loss).

Upon discontinuation of a hedge, all previously recognized amounts remain in CTA until the net investment is sold or liquidated.

Fair Value Hedges

When a cross-currency swap is designated as a fair value hedge and qualifies as highly effective, the fair value hedge will be recorded at fair value each period on the Company’s consolidated balance sheets, with the difference resulting from the changes in the spot rate recognized in foreign currency loss (gain) on the Company’s consolidated statements of operations and comprehensive (loss) income, which will offset the earnings impact of the underlying transaction being hedged.

If the fair value hedge is terminated and the underlying transactions are settled, the accumulated other comprehensive income (“AOCI”) remaining from the hedge at the time of termination will be reclassified to foreign currency loss (gain) on the Company’s consolidated statements of operations and comprehensive (loss) income.

Interest Rate Swap Agreements

The Company also uses interest rate swap agreements to hedge the variability of its cash flows resulting from variable interest rates on the Company’s borrowings.

When an interest rate swap agreement qualifies for hedge accounting as a cash flow hedge, the changes in the fair value are recorded in equity as a component of accumulated other comprehensive income and are reclassified into interest (income) expense, net, in the same period during which the hedged transactions affect earnings.

All of the Company’s derivative instruments are recorded on the Company’s consolidated balance sheets at fair value on a gross basis, regardless of their hedge designation.

The Company is exposed to the risk that counterparties to derivative contracts will fail to meet their contractual obligations.

The Company also uses interest rate swap agreements to hedge the variability of its cash flows resulting from floating interest rates on the Company’s borrowings.

When an interest rate swap agreement qualifies for hedge accounting as a cash flow hedge, the changes in the fair value are recorded in equity as a component of accumulated other comprehensive (loss) income and are reclassified into interest income, net, in the same period during which the hedged transactions affect earnings.

The Company leases retail stores, office space and warehouse space under operating lease agreements that expire at various dates through September 2043.

1 unchanged sentence

Although most of the Company’s equipment is owned, the Company has limited equipment leases that expire on various dates through December 2029.

The Company acts as sublessor in certain leasing arrangements, primarily related to closed stores under its restructuring initiatives, as defined in Note 9.

The Company recognizes sublease income on a straight-line basis over the sublease term.

The Company acts as sublessor in certain leasing arrangements, primarily related to closed stores under its restructuring initiatives.

Fixed sublease payments received are recognized on a straight-line basis over the sublease term.

The Company determines the sublease term based on the date it provides possession to the subtenant through the expiration date of the sublease.

4 unchanged sentences

The exercise of lease renewal options is generally at the Company’s sole discretion and as such, the Company typically determines that exercise of these renewal options is not reasonably certain.

As a result, the Company generally does not include the renewal option period in the expected lease term and the associated lease payments are not included in the initial measurement of the operating lease right-of-use asset and lease liability.

As a result, the Company generally does not include the renewal option period in the expected lease term and the associated lease payments are not included in the measurement of the operating lease right-of-use asset and lease liability.

Certain leases also contain termination options with an associated penalty.

5 unchanged sentences

The Company accounts for lease and non-lease components of its real estate leases together as a single lease component and, as such, includes fixed payments of non-lease components in the measurement of the operating lease right-of-use assets and lease liabilities for its real estate leases.

Variable lease payments, such as percentage rent based on location sales, periodic adjustments for inflation, reimbursement of real estate taxes, any variable common area maintenance and any other variable costs associated with the leased property, are expensed as incurred as variable lease costs and are not recorded on the balance sheet.

Variable lease payments, such as percentage rentals based on location sales, periodic adjustments for inflation, reimbursement of real estate taxes, any variable common area maintenance and any other variable costs associated with the leased property, are expensed as incurred as variable lease costs and are not recorded on the balance sheet.

The Company’s lease agreements do not contain any material residual value guarantees or material restrictions or covenants.

The following table presents the Company’s supplemental cash flow information related to leases (in millions):

Nine Months Ended

2024 December 30,

Three Months Ended

2025 June 29,

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows used in operating leases

During the three and nine months ended December 28, 2024, the Company recorded sublease income of $ 2 million and $ 7 million, respectively, within selling, general and administrative expenses.

During the three and nine months ended December 30, 2023, the Company recorded sublease income of $ 2 million and $ 6 million, respectively, within selling, general and administrative expenses.

During both the three months ended June 28, 2025 and June 29, 2024, the Company recorded sublease income of $ 2 million within selling, general and administrative expenses.

Net Income per Share

The Company’s basic net income per ordinary share is calculated by dividing net income by the weighted average number of ordinary shares outstanding during the period.

Diluted net income per ordinary share reflects the potential dilution that would occur if restricted share units (“RSUs”) or any other potentially dilutive instruments, including share options, were converted or exercised into ordinary shares.

Diluted net income per ordinary share reflects the potential dilution that would occur if restricted share units (“RSUs”) or any other potentially dilutive instruments, including share option grants, were converted or exercised into ordinary shares.

These potentially dilutive securities are included in diluted shares to the extent they are dilutive under the treasury stock method for the applicable periods.

1 unchanged sentence

The components of the calculation of basic net income per ordinary share and diluted net income per ordinary share are as follows (in millions, except share and per share data):

Three Months Ended Nine Months Ended

2024 December 30,

2023 December 28,

2024 December 30,

Net (loss) income attributable to Capri $ ( 547 ) $ 105 $ ( 537 ) $ 243

Three Months Ended

2025 June 29,

Net income from continuing operations $ 56 $ 5

Net income attributable to noncontrolling interest from continuing operations — 2

Net income attributable to Capri from continuing operations $ 56 $ 3

Net loss from discontinued operations, net of tax $ ( 3 ) $ ( 17 )

Net income attributable to noncontrolling interest from discontinued operations — —

Net (loss) attributable to Capri from discontinued operations ( 3 ) ( 17 )

Net income (loss) attributable to Capri $ 53 $ ( 14 )

Basic weighted average shares 118,799,819 117,440,282

2 unchanged sentences

Diluted weighted average shares 119,107,663 118,256,417

Basic net (loss) income per share (1)

Net income (loss) per ordinary share attributable to Capri:

Basic from continuing operations $ 0.47 $ 0.03

Basic from discontinued operations ( 0.03 ) ( 0.14 )

Basic per ordinary share (1)

$ 0.44 $ ( 0.11 )

Diluted net (loss) income per share (1)

Diluted from continuing operations $ 0.47 $ 0.03

Diluted from discontinued operations ( 0.03 ) ( 0.15 )

Diluted per ordinary share (1)

$ 0.44 $ ( 0.12 )

(1) Basic and diluted net (loss) income per share are calculated using unrounded numbers.

Diluted net loss per share attributable to Capri for the three and nine months ended December 28, 2024 excluded all potentially dilutive securities because there was a net loss attributable to Capri for the period and, as such, the inclusion of these securities would have been anti-dilutive.

Share equivalents of 192,867 and 307,375 shares have been excluded from the above calculations for the three and nine months ended December 30, 2023, respectively, due to their anti-dilutive effect.

(1) Basic and diluted per share amounts are calculated using unrounded numbers.

During the three months ended June 28, 2025, share equivalents of 2,689,897 shares have been excluded from the above calculations due to their anti-dilutive effect.

Share equivalents of 222,497 shares have been excluded from the above calculations for the three months ended June 29, 2024 due to their anti-dilutive effect.

See Note 3 in the Company’s Annual Report on Form 10-K for the fiscal year ended March 29, 2025 for a complete disclosure of the Company’s significant accounting policies.

Recently Adopted Accounting Pronouncements

Supplier Finance Programs

In September 2022, the FASB issued ASU 2022-04, “Disclosure of Supplier Finance Program Obligations” which makes a number of changes.

The amendments require a buyer in a supplier finance program to disclose sufficient information about the program to allow users of the financial statements to understand the program’s nature, activity during the period, changes from period to period and potential magnitude.

The amendments in this update do not affect the recognition, measurement or financial statement presentation of obligations covered by supplier finance programs.

The Company adopted the update in the first quarter of Fiscal 2024 on a retrospective basis, except for the requirement to disclose rollforward information, which will be effective for the Company in Fiscal 2025 for annual disclosure on a prospective basis.

See Note 10 for the Company’s disclosures relating to this update.

Recently Issued Accounting Pronouncements

The Company has considered all new accounting pronouncements and, other than the recent pronouncements discussed below, has concluded that there are no new pronouncements that may have a material impact on the Company’s results of operations, financial condition or cash flows based on current information.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures”.

The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets.

The ASU is effective for the Company in Fiscal 2025 for annual disclosure, and subsequent interim periods, with early adoption permitted.

The Company is evaluating the impact of adopting this ASU on the consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures”, to enhance transparency and decision usefulness of income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction.

ASU 2023-09 is effective for annual periods beginning after December 15, 2024, on a prospective basis, with early adoption permitted.

The Company is evaluating the impact of adopting this ASU on the consolidated financial statements and related disclosures.

The Company will adopt the update on a prospective basis beginning with disclosure in its Fiscal 2026 annual consolidated financial statements.

Comprehensive Income

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)”, which requires public entities to disaggregate specific types of expenses, including disclosures for purchases of inventory, employee compensation, depreciation, and intangible asset amortization, as well as selling expenses.

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Prospective application is required, and retrospective application is permitted.

Early adoption is permitted.

We are currently assessing the impact of the requirements on our consolidated financial statements and disclosures.

Early adoption is also permitted.

We are currently assessing the impact of the requirements on the Company’s consolidated financial statements and disclosures.

Tax Legislation

On August 16, 2022, the Inflation Reduction Act of 2022 was signed into law by the Biden Administration, with tax provisions primarily focused on implementing a 15% corporate alternative minimum tax on global adjusted financial statement income ("CAMT") and a 1% excise tax on share repurchases.

The CAMT was effective beginning Fiscal 2024 and is not expected to have a material impact on the Company’s effective tax rate, however, the Company will continue to monitor for any potential impact as additional guidance becomes available.

With respect to the 1% excise tax on net share repurchases, this provision of the Inflation Reduction Act was effective on January 1, 2023 and did not have a material impact on the Company’s consolidated financial statements.

On December 12, 2022, the European Union member states reached an agreement to implement the OECD’s reform of international taxation known as Pillar Two Global Anti-Base Erosion ("GloBE") Rules, which broadly mirrors certain provisions of the Inflation Reduction Act by imposing a 15% global minimum tax on multinational companies.

GloBE has become effective for the Company during Fiscal 2025.

Based upon the Company’s initial analysis, the Pillar Two initiatives are not projected to have a material impact on the Company’s consolidated financial statements.

The Company will continue to evaluate its impact as further information becomes available.

GloBE became effective for the Company during Fiscal 2025.

Based upon the Company’s analysis, the Pillar Two initiatives are not projected to have a material impact on the Company’s consolidated financial statements.

On January 10, 2025, the United States Treasury and the IRS issued final regulations that address several long-standing issues related to dual consolidated losses and introduce new rules for disregarded payment losses.

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The Company will continue to evaluate its impact as further information becomes available.

On July 4, 2025, the U.S.

government enacted the One Big Beautiful Bill Act of 2025 which includes, among other provisions, changes to the U.S.

corporate income tax system including the allowance of immediate expensing of qualifying research and development expenses and permanent extensions of certain provisions within the Tax Cuts and Jobs Act.

The Company is evaluating the future impact of these tax law changes on its consolidated financial statements.

Discontinued Operations

On April 10, 2025, the Company and Prada entered into a Purchase Agreement whereby Prada has agreed to acquire certain subsidiaries of the Company which operate the Company’s Versace business for an aggregate purchase price of $ 1.375 billion in cash, subject to certain adjustments, including for net indebtedness, working capital and transaction expenses.

The sale is anticipated to close in the second half of calendar 2025, subject to customary closing conditions .

The Company determined that the sale of the Versace business represented a strategic shift and the Company concluded that it met the held-for-sale and discontinued operations accounting criteria during the first quarter of Fiscal 2026.

Accordingly, the Company is separately reporting the results of the Versace business as discontinued operations in its consolidated statements of operations and presenting the related assets and liabilities as held for sale in its consolidated balance sheets.

These changes have been applied to all periods presented.

Cash flows from the Company’s discontinued operations are presented as such in the consolidated statements of cash flows for all periods presented.

Additionally, beginning April 10, 2025, in accordance with ASC 360, Property, Plant and Equipment, the Company is no longer depreciating or amortizing Versace’s long-lived tangible and intangible assets or operating lease right-of-use assets.

The following table represents the carrying amounts of the major classes of assets and liabilities classified as held for sale in the consolidated balance sheets as of June 28, 2025 and March 29, 2025 (in millions):

2025 March 29,

Cash and cash equivalents $ 71 $ 59

Receivables, net 64 62

Inventories, net 194 168

Prepaid expenses and other current assets 55 53

Current assets held for sale 384 342

Property and equipment, net 120 120

Operating lease right-of-use assets 418 388

Intangible assets, net 579 534

Goodwill 529 489

Other assets 61 63

Noncurrent assets held for sale 1,707 1,594

Total assets held for sale $ 2,091 $ 1,936

Accounts payable $ 117 $ 106

Accrued payroll and payroll related expenses 35 28

Accrued income taxes 3 2

Short-term operating lease liabilities 106 101

Accrued expenses and other current liabilities 78 67

Current liabilities held for sale 339 304

Long-term operating lease liabilities 445 439

Deferred tax liabilities 114 106

Long-term debt 11 10

Other long-term liabilities 18 20

Noncurrent liabilities held for sale 588 575

Total liabilities held for sale $ 927 $ 879

The operating results of the discontinued operations of the Versace business only reflect revenues and expenses that are directly attributable to the Versace business that will be eliminated from continuing operations.

Discontinued operations do not include any allocation of corporate overhead expense.

The following table presents the major components of discontinued operations, net of income taxes, in the Company’s consolidated statements of operations and comprehensive income (loss):

Three Months Ended

2025 June 29,

Total revenue $ 183 $ 219

Cost of goods sold 50 65

Selling, general and administrative expenses 137 158

Depreciation and amortization 4 15

Restructuring and other expense 3 —

Other income, net 1 —

Foreign currency (gain) loss ( 9 ) 1

Loss from discontinued operations before income taxes ( 3 ) ( 20 )

Benefit for income taxes — ( 3 )

Net loss from discontinued operations, net of tax $ ( 3 ) $ ( 17 )

Revenue Recognition

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To arrive at net sales for retail, gross sales are reduced by actual customer returns, as well as by a provision for estimated future customer returns.

Sales tax and other related taxes collected from retail customers are presented on a net basis and, as such, are excluded from revenue.

Sales tax collected from retail customers are presented on a net basis and, as such, are excluded from revenue.

Shipping and handling costs that are billed to customers are included in net sales, with the related costs recorded in cost of goods sold.

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The Company anticipates that substantially all of its outstanding gift cards will be redeemed within the next 12 months.

The contract liability related to gift cards, net of estimated “breakage” of $ 15 million as of December 28, 2024 and March 30, 2024, is included in accrued expenses and other current liabilities on the Company’s consolidated balance sheets.

The contract liability related to gift and retail store credits, net of estimated “breakage”

was $ 10 million as of both June 28, 2025 and March 29, 2025 and is included in accrued expenses and other current liabilities in the Company’s consolidated balance sheets.

Loyalty Program .

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Unfulfilled, non-cancelable purchase orders for products from wholesale customers (including the Company’s geographic licensees) are expected to be fulfilled within the next 12 months.

The Company provides its third-party licensees with the right to access its Versace, Jimmy Choo and Michael Kors trademarks under product and geographic licensing arrangements.

The Company provides its third-party licensees with the right to access its Michael Kors and Jimmy Choo trademarks under product and geographic licensing arrangements.

Under product licensing arrangements, the Company allows third-parties to manufacture and sell luxury goods, including watches and jewelry, fragrances, eyewear and home furnishings, using the Company’s trademarks.

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If the Company expects the minimum guaranteed amounts to exceed amounts calculated based on actual sales, the guaranteed minimums are recognized ratably over the contractual year to which they relate.

Generally, the Company’s guaranteed minimum royalty amounts due from licensees relate to contractual periods that do not exceed 12 months, however, some of the Company’s guaranteed minimums for Versace are multi-year based.

As of December 28, 2024, contractually guaranteed minimum fees from the Company’s license agreements expected to be recognized as revenue during future periods were as follows (in millions):

Contractually Guaranteed Minimum Fees

Remainder of Fiscal 2025 $ 9

Fiscal 2026 34

Fiscal 2027 32

Fiscal 2028 22

Fiscal 2029 19

Fiscal 2030 and thereafter 15

The Company’s guaranteed minimum royalty amounts due from licensees relate to contractual periods that do not exceed 12 months.

Sales Returns

The refund liability recorded as of December 28, 2024 was $ 54 million, and the related asset for the right to recover returned product as of December 28, 2024 was $ 13 million.

The refund liability recorded as of June 28, 2025 was $ 27 million, and the related asset for the right to recover returned product as of June 28, 2025 was $ 6 million.

The refund liability recorded as of March 29, 2025 was $ 25 million, and the related asset for the right to recover returned product as of March 29, 2025 was $ 6 million.

Contract Balances

Total contract liabilities were $ 24 million and $ 23 million as of December 28, 2024 and March 30, 2024, respectively.

For the three and nine months ended December 28, 2024, the Company recognized $ 4 million and $ 20 million, respectively, in revenue which related to contract liabilities that existed at March 30, 2024.

For the three and nine months ended December 30, 2023, the Company recognized $ 21 million and $ 28 million, respectively, in revenue which related to contract liabilities that existed at April 1, 2023.

There were no material contract assets recorded as of December 28, 2024 and March 30, 2024.

Total contract liabilities were $ 16 million and $ 14 million as of June 28, 2025 and March 29, 2025, respectively.

For the three months ended June 28, 2025, the Company recognized $ 10 million in revenue relating to contract liabilities that existed at March 29, 2025.

For the three months ended June 29, 2024, the Company recognized $ 8 million in revenue which related to contract liabilities that existed at March 30, 2024.

There were no material contract assets recorded as of June 28, 2025 and March 29, 2025.

There were no changes in historical variable consideration estimates that were materially different from actual results.

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The following table presents the Company’s segment revenue disaggregated by geographic location (in millions):

Three Months Ended Nine Months Ended

2024 December 30,

2023 December 28,

2024 December 30,

Versace - the Americas $ 58 $ 73 $ 192 $ 251

Versace - EMEA 85 98 265 339

Versace - Asia 50 56 156 176

Total Versace 193 227 613 766

Jimmy Choo - the Americas 43 48 130 135

Jimmy Choo - EMEA 76 70 224 208

Jimmy Choo - Asia 40 48 118 138

Total Jimmy Choo 159 166 472 481

Three Months Ended

2025 June 29,

Michael Kors - the Americas $ 413 $ 451

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Michael Kors - Asia 72 86

Total Michael Kors 909 1,034 2,322 2,700

Total Michael Kors revenue 635 675

Jimmy Choo - the Americas 46 52

Jimmy Choo - EMEA 78 77

Jimmy Choo - Asia 38 44

Total Jimmy Choo revenue 162 173

Total - the Americas 459 503

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Total receivables, net $ 171 $ 215

(1) As of December 28, 2024 and March 30, 2024, $ 65 million and $ 102 million, respectively, of trade receivables were insured.

(1) As of June 28, 2025 and March 29, 2025, $ 59 million and $ 55 million, respectively, of trade receivables were insured.

Receivables are presented net of allowances for discounts, markdowns, operational chargebacks and credit losses.

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Such provisions, and related recoveries, are reflected in revenues.

The Company’s allowance for credit losses is determined through analysis of periodic aging of receivables and assessments of collectibility based on an evaluation of historic and anticipated trends, the financial condition of the Company’s customers and the impact of general economic conditions.

The Company’s allowance for credit losses is determined through analysis of periodic aging of receivables and assessments of collectability based on an evaluation of historic and anticipated trends, the financial condition of the Company’s customers and the impact of general economic conditions.

The past due status of a receivable is based on its contractual terms.

Amounts deemed uncollectible are written off against the allowance when it is probable the amounts will not be recovered.

Allowance for credit losses was $ 11 million and $ 13 million as of December 28, 2024 and March 30, 2024, respectively.

The Company had credit losses of $( 4 ) million for the three months ended December 28, 2024 and immaterial net credit losses for

the nine months ended December 28, 2024.

The Company had credit losses of $ 1 million and $ 3 million for the three and nine months ended December 30, 2023, respectively.

Allowance for credit losses was $ 14 million and $ 13 million as of June 28, 2025 and March 29, 2025, respectively.

The Company had immaterial credit losses for the three months ended June 28, 2025 and credit losses of $ 1 million for the three months ended June 29, 2024 .

Property and Equipment, net

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Total property and equipment, net $ 400 $ 393

Depreciation and amortization of property and equipment for the three and nine months ended December 28, 2024 was $ 38 million and $ 111 million, respectively.

Depreciation and amortization of property and equipment for the three and nine months ended December 30, 2023 was $ 35 million and $ 106 million, respectively.

The Company recorded $ 2 million in property and equipment impairment charges for the three months ended December 28, 2024 and $ 8 million in property and equipment impairment charges for the nine months ended December 28, 2024.

The Company recorded $ 1 million in property and equipment impairment charges for the three months ended December 30, 2023 and $ 7 million in property and equipment impairment charges for the nine months ended December 30, 2023.

Depreciation and amortization of property and equipment for the three months ended June 28, 2025 was $ 23 million.

Depreciation and amortization of property and equipment for the three months ended June 29, 2024 was $ 26 million.

The Company did not record any property and equipment impairment charges for the three months ended June 28, 2025 and June 29, 2024.

Intangible Assets and Goodwill

Interim Impairment Assessment

The Company performs its annual impairment assessment of goodwill and intangible assets during the fourth quarter of each fiscal year or whenever impairment indicators exist.

During the third quarter of Fiscal 2025, the Company identified impairment indicators due to the reduction of the Company’s share price following the termination of the Merger Agreement, continued softening of consumer demand for fashion luxury goods globally and the continuing decline in operating results during the third quarter impacting all three of the Company’s brands.

As a result of these factors, the Company concluded that impairment indicators existed during the third quarter of Fiscal 2025, resulting in an interim impairment assessment of goodwill and intangible assets.

The Company performed its goodwill impairment assessment for its Michael Kors reporting units using a qualitative assessment.

Based on the results of the Company’s qualitative impairment assessment, the Company concluded that it is more likely than not that the fair value of the Michael Kors’ reporting units exceeded their carrying values and, therefore, were not impaired.

The Company performed a goodwill impairment analysis for both the Versace and Jimmy Choo reporting units, using a combination of income and market approaches to estimate the fair value of each brands’ reporting units.

The Company also performed an impairment analysis for both the Versace and Jimmy Choo brand indefinite-lived intangible assets and definite-lived customer relationship intangible assets using an income approach to estimate their fair values.

Based on the results of these assessments, the Company determined there was no impairment for the Versace and Jimmy Choo Licensing reporting units’ goodwill as the fair values of the reporting units exceeded the related carrying amounts.

However, the Company concluded that the fair value of the Jimmy Choo Wholesale reporting unit goodwill and Retail and Wholesale brand indefinite-lived intangible assets did not exceed their related carrying amounts and recorded impairment charges.

The Jimmy Choo Retail reporting unit goodwill was fully impaired during Fiscal 2024 .

Additionally, the Versace Retail and Wholesale reporting units goodwill and Retail and Wholesale brand indefinite-lived intangible assets did not exceed their related carrying amounts.

These impairment charges were primarily related to a decline in revenue driven predominantly by softening demand globally for fashion luxury goods as well as Versace’s recent efforts to reposition the brand to place a greater emphasis on luxury and craftsmanship.

Accordingly, the Company recorded goodwill impairment charges of $ 66 million related to the Jimmy Choo Wholesale reporting unit, $ 15 million related to the Jimmy Choo Retail and Wholesale brand intangible assets, $ 364 million related to the Versace Retail and Wholesale reporting units goodwill and $ 216 million related to the Versace Retail and Wholesale brand intangible assets during the third quarter of Fiscal 2025.

In total, $ 661 million of impairment was recorded related to goodwill and indefinite-lived intangible assets within impairment of assets on the Company’s consolidated statement of operations and comprehensive (loss) income for the period ended December 28, 2024.

During the third quarter of Fiscal 2025 the Company also performed an impairment assessment for its definite-lived intangible assets and concluded that the Versace Wholesale reporting unit customer relationship intangible asset did not exceed its related carrying amounts.

Accordingly, the Company recorded $ 10 million of impairment related to definite-lived intangible assets within impairment of assets on the Company’s consolidated statement of operations and comprehensive (loss) income for the period ended December 28, 2024.

The following table details the changes in goodwill for each of the Company’s reportable segments (in millions):

Versace Jimmy Choo Michael Kors Total

Balance at March 30, 2024 853 133 120 1,106

Acquisition (1)

Impairment charges (2)

( 364 ) ( 66 ) — ( 430 )

Foreign currency translation ( 18 ) — — ( 18 )

Balance at December 28, 2024 $ 471 $ 76 $ 120 $ 667

(1) On May 2, 2024, the Company completed the acquisition of Calzaturificio Sicla S.r.l.

(“Sicla Acquisition”), an Italian shoe manufacturer, for cash consideration of $ 9 million, net of cash acquired.

The acquired identifiable assets and liabilities net to a nominal amount, with $ 9 million recognized in goodwill allocated to the Jimmy Choo reportable segment.

(2) The Company recorded impairment charges of $ 430 million during Fiscal 2025 related to the Versace Retail and Wholesale reporting units and the Jimmy Choo Wholesale reporting unit.

As of December 28, 2024, the Company had accumulated impairment charges of $ 605 million related to its Jimmy Choo reporting units and $ 364 million related to its Versace reporting units, respectively.

The following table details the carrying values of the Company’s intangible assets (in millions):

The following table details the carrying values of the Company’s intangible assets and goodwill (in millions):

2025 March 29,

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accumulated amortization ( 272 ) ( 259 )

( 353 ) ( 314 )

Net definite-lived intangible assets 378 378

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Jimmy Choo brand (2)

Versace brand (4)

Net indefinite-lived intangible assets 217 204

Total intangible assets, excluding goodwill $ 1,099 $ 1,394

Intangible assets, net $ 595 $ 582

(1) The change in the carrying value since March 29, 2025 reflects the impact of foreign currency translation adjustments.

(2) The change in accumulated amortization since March 30, 2024 includes an impairment charge of $ 10 million.

(3) The change in the carrying value since March 30, 2024 reflects an impairment charge of $ 15 million and the impact of foreign currency translation adjustments.

As of December 28, 2024, the Company had accumulated impairment charges of $ 358 million related to its Jimmy Choo brand intangible assets.

(4) The change in the carrying value since March 30, 2024 reflects and impairment charge of $ 216 million and the impact of foreign currency translation adjustments.

As of December 28, 2024, the Company had accumulated impairment charges of $ 443 million related to its Versace brand intangible assets.

Amortization expense for the Company’s definite-lived intangible assets was $ 11 million and $ 34 million, respectively, for the three and nine months ended December 28, 2024.

Amortization expense for the Company’s definite-lived intangible assets was $ 11 million and $ 33 million, respectively, for the three and nine months ended December 30, 2023.

Estimated amortization expense for each of the next five years is as follows (in millions):

Remainder of Fiscal 2025 $ 10

Fiscal 2026 41

Fiscal 2027 41

Fiscal 2028 41

Fiscal 2029 41

Fiscal 2030 and thereafter 290

The future amortization expense above reflects weighted-average estimated remaining useful lives of sixteen years for reacquired rights and nine years for customer relationships.

Current Assets and Current Liabilities

(2) The change in the carrying value since March 29, 2025 reflects the impact of foreign currency translation adjustments.

As of June 28, 2025 and March 29, 2025, the Company had accumulated impairment charges of $ 358 million related to its Jimmy Choo brand intangible assets.

(3) Includes accumulated impairment of $ 605 million related to the Jimmy Choo reporting units as of June 28, 2025 and March 29, 2025.

Amortization expense for the Company’s definite-lived intangible assets was $ 7 million for the three months ended June 28, 2025.

Amortization expense for the Company’s definite-lived intangible assets was $ 6 million for the three months ended June 29, 2024.

Other Current Assets and Other Current Liabilities

Prepaid expenses and other current assets consist of the following (in millions):

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Prepaid taxes $ 96 $ 65

Prepaid contracts 17 21

Interest receivable related to hedges 17 36

Prepaid contracts 17 20

Restricted cash 10 9

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2025 March 29,

Return liabilities $ 54 $ 48

Short-term derivative liability $ 52 $ 14

Other taxes payable 27 32

Professional services 40 18

Return liabilities 27 25

Accrued advertising and marketing 25 28

Accrued E-commerce 31 12

Accrued purchases and samples 19 21

Accrued rent (1)

Gift cards and retail store credits 15 15

Accrued interest 15 17

Accrued e-commerce 16 15

Professional services 14 16

Accrued capital expenditures 11 9

Short-term derivative liability 9 3

Accrued retail store expense 6 8

Advance royalties 6 4

Restructuring liability 5 22

Accrued litigation 5 4

Retail store expense accrual 11 15

Gift and retail store credits 10 10

Accrued interest 5 6

Total accrued expenses and other current liabilities $ 265 $ 233

(1) The accrued rent balance relates to variable lease payments.

Restructuring and Other (Income) Expense

Restructuring and Other Expense

Restructuring Charges - Global Optimization Plan

As previously announced during the fourth quarter of Fiscal 2024, the Board of Directors of the Company approved a Global Optimization Plan in order to streamline the Company’s operating model, maximize efficiency and support long-term profitable growth.

During the three and nine months ended December 28, 2024, the Company closed 24 and 43 , respectively, of its retail stores which have been incorporated into the Global Optimization Plan.

Net restructuring income recorded in connection with the Global Optimization Plan during the three months ended was $ 2 million, primarily related to gains on lease terminations partially offset by severance and store closure costs.

During the nine months ended December 28, 2024, there was an immaterial amount of net restructuring expenses recorded in connection with the Global Optimization Plan.

During the three months ended June 28, 2025 and June 29, 2024, the Company closed 15 and 11 of its retail stores, respectively, which have been incorporated into the Global Optimization Plan.

Net restructuring charges recorded in connection with the Global Optimization Plan during both the three months ended June 28, 2025 and June 29, 2024 were $ 1 million, respectively, primarily related to severance and store closure costs, partially offset by gains on lease terminations.

The below table presents a roll forward of the Company’s restructuring liability related to its Global Optimization Plan (in millions):

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Balance at March 29, 2025

$ 21 $ 1 $ 22

Additions charged to expense

Payments ( 5 ) — ( 5 )

Balance at December 28, 2024

(1) Excludes $ 8 million of gains on lease terminations and store closure costs related to operating lease right-of-use assets recorded within restructuring and other (income) expense on the consolidated statements of operations and comprehensive (loss) income for the nine months ended December 28, 2024.

Other Expenses

During the three months ended December 30, 2023, the Company recorded costs of $ 5 million, primarily related to equity awards associated with the acquisition of Versace and severance expenses incurred during the third quarter.

During the nine months ended December 30, 2023, the Company recorded costs of $ 3 million, primarily related to expenses related to equity awards associated with the acquisition of Versace and severance for certain employees, partially offset by a $ 10 million gain on the sale of a long-lived corporate asset.

Balance at June 28, 2025

(1) Excludes $ 2 million of gains on lease terminations and store closure costs related to operating lease right-of-use assets recorded within restructuring and other expense on the consolidated statements of operations and comprehensive income (loss) for the three months ended June 28, 2025.

Debt Obligations

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Revolving Credit Facilities $ 912 $ 755

Versace Term Loan (1)

364 Day Term Loan (1)

Senior Notes due 2024 — 450

2025 Term Loans 738 712

Total debt 1,677 1,496

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$ 1,650 $ 1,466

(1) As of December 28, 2024, the Versace Term Loan and the 364 Day Term Loan are recorded as long-term debt on the Company’s consolidated balance sheets as a result of the refinancing activities associated with the amended and restated revolving credit facility and new term loans entered into on February 4, 2025.

See Note 18 for additional information.

Senior Revolving Credit Facility

On July 1, 2022, the Company entered into a revolving credit facility (the “2022 Credit Facility”) with, among others, JPMorgan Chase Bank, N.A.

(“JPMorgan Chase”), as administrative agent (the “Administrative Agent”), which refinanced its existing senior unsecured revolving credit facility.

The Company, a U.S.

subsidiary of the Company, a Canadian subsidiary of the Company, a Dutch subsidiary of the Company and a Swiss subsidiary of the Company are the borrowers under the 2022 Credit Facility, and the borrowers and certain subsidiaries of the Company provide unsecured guaranties of the 2022 Credit Facility.

The 2022 Credit Facility replaced the third amended and restated senior unsecured credit facility, dated as of November 15, 2018 (the “2018 Credit Facility”), and matures on July 1, 2027.

The 2022 Credit Facility provides for a $ 1.5 billion revolving credit facility (the “2022 Revolving Credit Facility”), which may be denominated in U.S.

dollars and other currencies, including Euros, Pounds Sterling, Japanese Yen and Swiss Francs.

The 2022 Revolving Credit Facility also includes sub-facilities for the issuance of letters of credit of up to $ 125 million and swing line loans at the Administrative Agent’s discretion of up to $ 100 million.

The Company has the ability to expand its borrowing availability under the 2022 Credit Facility in the form of increased revolving commitments or one or more tranches of term loans by up to an additional $ 500 million, subject to the agreement of the participating lenders and certain other customary conditions.

See Note 11 to the Company’s Fiscal 2024 Annual Report on Form 10-K for information regarding the Company’s interest rates associated with borrowings under the 2022 Credit Facility.

The 2022 Credit Facility provides for an annual administration fee and a commitment fee equal to 7.5 basis points to 17.5 basis points per annum, which was 15.0 basis points as of December 28, 2024.

The fees are based on the Company’s public debt ratings and/or net leverage ratio, applied to the average daily unused amount of the 2022 Credit Facility.

Loans under the 2022 Credit Facility may be prepaid and commitments may be terminated or reduced by the borrowers without premium or penalty other than customary “breakage” costs with respect to loans bearing interest based upon Adjusted Term SOFR, the Adjusted EURIBOR Rate and the Adjusted TIBOR Rate.

The 2022 Credit Facility requires the Company to maintain a net leverage ratio as of the end of each fiscal quarter of no greater than 4.0 to 1.0.

Such net leverage ratio is calculated as the ratio of the sum of total indebtedness as of the date of the measurement plus the capitalized amount of all operating lease obligations, minus unrestricted cash and cash equivalents not to exceed $ 200 million, to Consolidated EBITDAR for the last four consecutive fiscal quarters.

Consolidated EBITDAR is defined as consolidated net income plus provision for taxes based on income, profits or capital, net interest expense, depreciation and amortization expense, consolidated rent expense and other non-cash losses, charges and expenses, subject to certain additions and deductions.

The 2022 Credit Facility also includes covenants that limit additional indebtedness, liens, acquisitions and other investments, restricted payments and affiliate transactions.

The 2022 Credit Facility also contains events of default customary for financings of this type, including, but not limited to, payment defaults, material inaccuracy of representations and warranties, covenant defaults, cross-defaults to certain indebtedness, certain events of bankruptcy or insolvency, certain events under the Employee Retirement Income Security Act, material judgments, actual or asserted failure of any guaranty supporting the 2022 Credit Facility to be in full force and effect, and changes of control.

If such an event of default occurs and is continuing, the lenders under the 2022 Credit Facility would be entitled to take various actions, including, but not limited to, terminating the commitments and accelerating amounts outstanding under the 2022 Credit Facility.

As of December 28, 2024 and March 30, 2024, the Company had $ 521 million and $ 764 million of borrowings outstanding under the 2022 Revolving Credit Facility, respectively.

In addition, stand-by letters of credit of $ 1 million and $ 2 million were outstanding as of December 28, 2024 and March 30, 2024, respectively.

As of December 28, 2024 and March 30, 2024, the amount available for future borrowings under the 2022 Revolving Credit Facility was $ 978 million and $ 734 million, respectively.

The Company had $ 4 million and $ 5 million of deferred financing fees related to Revolving Credit Facilities for December 28, 2024 and March 30, 2024, respectively, and are recorded within other assets on the Company’s consolidated balance sheets.

On August 23, 2024, the Company entered into a first incremental term loan amendment (the “Amendment”) to its existing 2022 Credit Facility with, among others, JPMorgan Chase Bank, N.A., as Administrative Agent.

The Amendment amended the Existing Credit Facility, to, among other things, provide for a $ 450 million senior unsecured delayed draw term loan facility (the “364 Day Term Loan”) which was drawn upon during the third quarter to repay the Company’s 4.25 % senior unsecured notes issued by Michael Kors (USA), Inc.

which matured on November 1, 2024.

The 364 Day Term Loan will mature on October 30, 2025.

The borrowing of the delayed draw term loan is subject to customary conditions, including pro forma compliance with the financial covenant in the Credit Facility, which requires the Company to maintain a net leverage ratio as of the end of each fiscal quarter of no greater than 4.0 to 1.0.

Amounts repaid or prepaid with respect of the term loan may not be reborrowed.

The term loan will bear interest, at the Company’s option, at (i) an alternate base rate, which is the greatest of (x) the prime rate publicly announced from time to time by JPMorgan Chase, (y) the greater of the federal funds effective rate and the Federal Reserve Bank of New York overnight bank funding rate and zero , plus 50 basis points, and (z) the greater of term SOFR for an interest period of one month plus 10 basis points and zero , plus 100 basis points, or (ii) the greater of term SOFR for the applicable interest period plus 10 basis points (“Adjusted Term SOFR”) and zero ;

in each case, plus an applicable margin based on the Company’s public debt ratings and/or net leverage ratio.

The 364 Day Term Loan is subject to a commitment fee which begins to accrue 45 days after the effective date of the Amendment until the facility terminates or the term loans are funded,

which is equal to 10 basis points to 20 basis points per annum, based on the Company’s public debt ratings and/or net leverage ratio, applied to the average daily unused amount of the 364 Day Term Loan.

The term loan may be prepaid and commitments may be terminated or reduced by the Company without premium or penalty other than customary “breakage” costs with respect to loans bearing interest based upon Adjusted Term SOFR.

In addition, the Company is required to apply an amount equal to the net proceeds from certain incurrences of indebtedness for borrowed money, issuances of equity interests and dispositions of assets (subject to customary reinvestment rights) to reduce the commitments under the 364 Day Term Loan, or after the term loan is funded, to prepay the term loan, subject to certain qualifications and exceptions.

As of December 28, 2024, the carrying value of the 364 Day Term Loan was $ 449 million, net of deferred financing fees, which was recorded within long-term debt on the Company’s consolidated balance sheets as it was refinanced as part of the amended and restated revolving credit facility and new term loans entered into on February 4, 2025.

See Note 18 for additional information.

As of December 28, 2024, and the date these financial statements were issued, the Company was in compliance with all covenants related to its credit facilities as in effect on such date.

Versace Term Loan

On December 5, 2022, Gianni Versace S.r.l., a wholly owned subsidiary of Capri Holdings Limited, entered into a credit facility with 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, which provides a senior unsecured term loan (the “Versace Term Loan”) in an aggregate principal amount of € 450 million.

The Versace Term Loan is not subject to amortization and matures on December 5, 2025.

The Company provides an unsecured guaranty of the Versace Term Loan.

The Versace Term Loan bears interest at a rate per annum equal to the greater of EURIBOR for the applicable interest period and zero, plus a margin of 1.35 %.

The Versace Term Loan may be prepaid without premium or penalty other than customary “breakage” costs.

The Versace Term Loan requires the Company to maintain a net leverage ratio as of the end of each fiscal quarter of no greater than 4.0 to 1.0.

The Versace Term Loan also includes covenants that limit additional financial indebtedness, liens, acquisitions, loans and guarantees, restricted payments and mergers of GIVI Holding S.r.l., Gianni Versace S.r.l.

and their respective subsidiaries.

The Versace Term Loan contains events of default customary for financings of this type, including, but not limited to payment defaults, material inaccuracy of representations and warranties, covenant defaults, cross-defaults to material financial indebtedness, certain events of bankruptcy or insolvency, illegality or repudiation of any loan document under the Versace Term Loan or any failure thereof to be in full force and effect, and changes of control.

If such an event of default occurs and is continuing, the lenders under the Versace Term Loan would be entitled to take various actions, including, but not limited to, accelerating amounts outstanding under the Versace Term Loan.

As of December 28, 2024, the carrying value of the Versace Term Loan was $ 469 million, which was recorded within long-term debt on the Company’s consolidated balance sheets as it was refinanced as part of the amended and restated revolving credit facility and new term loans entered into on February 4, 2025.

See Note 18 for additional information.

As of March 30, 2024, the carrying value was $ 485 million, net of $ 1 million of deferred financing fees, which were recorded within long-term debt on the Company’s consolidated balance sheets.

As of December 28, 2024, the Company was in compliance with all covenants related to the Versace Term Loan.

On October 20, 2017, Michael Kors (USA), Inc.

(the “Issuer”), the Company’s wholly owned subsidiary, completed its offering of $ 450 million aggregate principal amount senior notes due November 1, 2024 (the “Senior Notes”), pursuant to an exemption from registration under the Securities Act of 1933, as amended.

The Senior Notes were issued under an indenture dated October 20, 2017, among the Issuer, the Company, the subsidiary guarantors party thereto and U.S.

Bank National Association, as trustee (the “Indenture”).

During the second quarter of Fiscal 2025, the Company drew on its 364 Day Term Loan in order to repay its $ 450 million Senior Notes at maturity.

Accordingly, the Senior Notes were repaid in full as of November 1, 2024.

The Senior Notes were unsecured and were guaranteed by the Company and its existing and future subsidiaries that guaranteed or were borrowers under the 2022 Credit Facility (subject to certain exceptions, including subsidiaries organized in China).

The Senior Notes were redeemable at the Company’s option at any time in whole or in part at a price equal to 100 % of the principal amount, plus accrued and unpaid interest, plus a “make-whole” amount calculated at the applicable Treasury Rate plus 30 basis points.

The Indenture contained covenants, including those that limited the Company’s ability to create certain liens and enter into certain sale and leaseback transactions.

In the event of a “Change of Control Triggering Event,” as defined in the Indenture, the Issuer was required to make an offer to repurchase the Senior Notes at a repurchase price in cash equal to 101 % of the aggregate principal amount of the Senior Notes being repurchased plus any unpaid interest.

These covenants were subject to important limitations and exceptions, as per the Indenture.

As of March 30, 2024, the carrying value of the Senior Notes was $ 450 million, which is recorded within short-term debt on the Company’s consolidated balance sheets.

Versace Facilities

During Fiscal 2022, the Company's subsidiary, GIVI Holding S.r.l, entered into an agreement with Banco BPM Banking Group (“the Bank”) to sell certain tax receivables to the Bank in exchange for cash.

The arrangement was determined to be a financing arrangement because the de-recognition criteria for the receivables was not met at the time of the cash receipt from the Bank.

As of December 28, 2024, the outstanding balance was $ 9 million recorded within long-term debt on the Company’s consolidated balance sheets.

As of March 30, 2024, the outstanding balance was $ 11 million, with $ 1 million and $ 10 million recorded within short-term debt and long-term debt, respectively, on the Company’s consolidated balance sheets.

On February 4, 2025 (the “Closing Date”), the Company entered into the Amended and Restated Credit Agreement with, among others, JPMorgan Chase Bank, N.A., as administrative agent, which amended and restated the Company’s existing credit agreement, dated as of July 1, 2022 (as previously amended, the “Existing Credit Agreement”).

The Amended and Restated Credit Agreement provides for senior secured credit facilities in the aggregate principal amount of the United States dollar equivalent of $ 2.2 billion (the “2025 Credit Facilities”), under which the Company, a U.S.

subsidiary of the Company, a Canadian subsidiary of the Company and a Swiss subsidiary of the Company are borrowers, and which will be guaranteed by the borrowers and certain other subsidiaries of the Company (the “Guarantees”).

The 2025 Credit Facilities mature on July 1, 2027.

Pursuant to the Amended and Restated Credit Agreement, the obligations under the 2025 Credit Facilities are secured by liens on substantially all of the assets of the Company and its U.S.

subsidiaries that are borrowers and guarantors, excluding real property and other customary exceptions, and substantially all of the registered intellectual property of the Company and its subsidiaries.

With respect to certain non-ordinary course asset sales, the Company may elect to reinvest the net cash proceeds from such sales in the business of the Company and its subsidiaries, and to the extent it does not do so, the Company is required to apply such net cash proceeds to prepay the 2025 Term Loans, subject to certain thresholds and exceptions.

The 2025 Term Loans are also required to be prepaid with the net cash proceeds of any indebtedness for borrowed money that is not permitted under the Amended and Restated Credit Agreement, as well as from certain equity issuances by the Company.

The 2025 Credit Facilities are comprised of (i) a new $ 700 million senior secured term loan facility comprised of (a) a $ 392 million tranche of term loans in United States dollars (the “USD Term Loans”), which was fully drawn by Michael Kors (USA), Inc.

on the Closing Date, and (b) a tranche of term loans in Euros in an amount equal to the Euro equivalent of $ 320 million, or € 296 million, at the time of closing (the “Euro Term Loans,” and together with the USD Term Loans, the “2025 Term Loans”), which were fully drawn by Michael Kors (Switzerland) GmbH on the Closing Date, and (ii) the existing $ 1.5 billion revolving credit facility (the “2022 Credit Facility”) as provided under the Existing Credit Agreement, which may be denominated in United States dollars and other currencies, including Euros, Canadian Dollars, Pounds Sterling, Japanese Yen and Swiss Francs, and which includes sub-facilities for the issuance of letters of credit up to $ 125 million and swing line loans at the administrative agent’s discretion of up to $ 100 million.

The 2025 Credit Facilities provide for an annual administration fee and the Revolving Credit Facility provides for an unused commitment fee equal to 7.5 basis points to 17.5 basis points per annum, based on the Company’s public debt ratings and/or net leverage ratio, applied to the average daily unused amount of the 2022 Credit Facility, which was 15.0 basis points as of June 28, 2025.

Loans under the 2025 Credit Facilities may be prepaid and commitments may be terminated or reduced by the borrowers without premium or penalty other than customary “breakage” costs.

The 2025 Credit Facilities also permit certain working capital facilities between the Company or any of its subsidiaries, on the one hand, and a lender or an affiliate of a lender under the 2025 Credit Facilities, on the other, to be guaranteed under the Guarantees, and permit certain swap obligations and banking services obligations owing to, supply chain financings with, and up to $ 100 million outstanding principal amount of bilateral letters of credit and bank guarantees issued by, a lender or an affiliate of a lender to be guaranteed and secured under the Guarantees and collateral documents.

The Amended and Restated Credit Agreement continues to require the Company to maintain a net leverage ratio as of the end of each fiscal quarter of no greater than 4.0 to 1;

provided, that on no more than two occasions, if the Company consummates a material acquisition, the Company may elect to increase the covenant level to 4.5 to 1 for the four fiscal quarter period commencing with the fiscal quarter in which such material acquisition is consummated.

Such net leverage ratio is calculated as the ratio of the sum of total indebtedness, plus the capitalized amount of all operating lease obligations, as of the date of the measurement, minus unrestricted cash and cash equivalents not to exceed $ 200 million, to Consolidated EBITDAR.

The Amended and Restated Credit Agreement also includes customary covenants that limit additional indebtedness, liens, acquisitions and other investments, dispositions, restricted payments and affiliate transactions.

The Amended and Restated Credit Agreement contains events of default customary for financings of this type, including, but not limited to, payment defaults, material inaccuracy of representations and warranties, covenant defaults, cross-defaults to certain indebtedness, certain events of bankruptcy or insolvency, certain events under the Employee Retirement Income Security Act, material judgments, actual or asserted failure of any guaranty or collateral document supporting the 2025 Credit Facilities to be in full force and effect, and changes of control.

If such an event of default occurs and is continuing, the lenders under the 2025 Credit Facilities would be entitled to take various actions, including, but not limited to, terminating the commitments and accelerating amounts outstanding under the 2025 Credit Facilities and exercising remedies against collateral.

The Company had $ 912 million and $ 755 million of borrowings outstanding under the 2022 Revolving Credit Facility as of June 28, 2025 and March 29, 2025, respectively.

In addition, stand-by letters of credit of $ 2 million and $ 1 million were outstanding as of June 28, 2025 and March 29, 2025, respectively.

As of June 28, 2025 and March 29, 2025, the amount available for future borrowings under the 2022 Revolving Credit Facility was $ 586 million and $ 744 million, respectively.

The Company had $ 3 million of deferred financing fees related to the 2022 Revolving Credit Facility as of June 28, 2025 and March 29, 2025 and are recorded within other assets in the Company’s consolidated balance sheets.

As of June 28, 2025, the carrying value of borrowings outstanding under the 2025 Term Loans was $ 732 million, net of debt issuance costs of $ 6 million, and are recorded within long-term debt in the Company's consolidated balance sheets.

As of June 28, 2025, and the date these financial statements were issued, the Company was in compliance with all covenants related to the 2025 Credit Facilities.

Supplier Financing Program

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The Company does not reimburse suppliers for any costs they incur to participate in the program and their participation is voluntary.

The amount outstanding under this program as of December 28, 2024 and March 30, 2024 was $ 25 million and $ 11 million, respectively, and is presented as short-term debt on the Company’s consolidated balance sheets.

The amount outstanding under this program as of June 28, 2025 and March 29, 2025 was $ 21 million and $ 24 million, respectively, and is presented as short-term debt on the Company’s consolidated balance sheets.

See Note 12 to the Company’s Fiscal 2025 Annual Report on Form 10-K for additional information regarding the Company’s credit facilities and debt obligations.

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Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

At December 28, 2024 and March 30, 2024, the fair values of the Company’s derivative contracts were determined using broker quotations, which were calculations derived from observable market information:

At June 28, 2025 and March 29, 2025, the fair values of the Company’s derivative contracts were determined using broker quotations, which were calculations derived from observable market information:

the applicable currency rates at the balance sheet date and those forward rates particular to the contract at inception.

3 unchanged sentences

All contracts are measured and recorded at fair value on a recurring basis and are categorized in Level 2 of the fair value hierarchy, as shown in the following table (in millions):

Fair value at December 28, 2024 using:

Fair value at June 28, 2025 using:

Fair value at March 29, 2025 using:

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(Level 2) Significant

Derivative assets:

Net investment hedges $ — $ 17 $ — $ — $ 12 $ —

Total derivative assets $ — $ 17 $ — $ — $ 12 $ —

Derivative liabilities:

Forward foreign currency exchange contracts

$ — $ 6 $ — $ — $ 2 $ —

Net investment hedges — 874 — — 289 —

Interest rate swaps — 14 — — — —

Total derivative liabilities $ — $ 880 $ — $ — $ 291 $ —

4 unchanged sentences

The following table summarizes the carrying values and estimated fair values of the Company’s debt, based on Level 2 measurements (in millions):

December 28, 2024 March 30, 2024

June 28, 2025 March 29, 2025

Value Estimated

2 unchanged sentences

Revolving Credit Facilities $ 912 $ 912 $ 755 $ 755

Versace Term Loan $ 469 $ 467 $ 485 $ 487

Senior Notes due 2024 $ — $ — $ 450 $ 441

The Company’s cash and cash equivalents, accounts receivable, accounts payable and 364 Day Term Loan are recorded at carrying value, which approximates fair value.

2025 Term Loans $ 732 $ 730 $ 706 $ 699

The Company’s cash and cash equivalents, accounts receivable and accounts payable are recorded at carrying value, which approximates fair value.

Non-Financial Assets and Liabilities

1 unchanged sentence

Such assets are reported at their carrying values and are not subject to recurring fair value measurements.

The Company’s goodwill and its intangible assets (Versace and Jimmy Choo brands) are assessed for impairment at least annually, while its other long-lived assets, including operating lease right-of-use assets, property and equipment and definite-lived intangible assets, are assessed for impairment whenever events or changes in circumstances indicate that the carrying amount of any such asset may not be recoverable.

The Company’s goodwill and its indefinite-lived intangible assets are assessed for impairment at least annually, while its other long-lived assets, including operating lease right-of-use assets, property and equipment and definite-lived intangible assets, are assessed for impairment whenever events or changes in circumstances indicate that the carrying amount of any such asset may not be recoverable.

The Company determines the fair values of these assets based on Level 3 measurements using the Company’s best estimates of the amount and timing of future discounted cash flows, based on historical experience, market conditions, current trends and performance expectations.

The Company recorded $ 675 million and $ 718 million of impairment charges during the three and nine months ended December 28, 2024, respectively.

The Company recorded $ 6 million and $ 26 million of impairment charges during the three and nine months ended December 30, 2023.

The following table details the carrying values and fair values of the Company’s assets that have been impaired during the three and nine months ended December 28, 2024 and the three and nine months ended December 30, 2023 (in millions):

Three Months Ended

December 28, 2024 Nine Months Ended

December 28, 2024

Carrying Value Prior to Impairment Fair Value Impairment Charge Carrying Value Prior to Impairment Fair Value Impairment Charge

$ 1,214 $ 784 $ 430

864 633 231 864 633 231

Customer Relationships 10 — 10 10 — 10

Operating Lease Right-of-Use Assets

3 1 2 78 39 39

Property and Equipment, net 2 — 2 11 3 8

Total $ 2,093 $ 1,418 $ 675 $ 2,177 $ 1,459 $ 718

Three Months Ended

December 30, 2023 Nine Months Ended

December 30, 2023

Carrying Value Prior to Impairment Fair Value Impairment Charge Carrying Value Prior to Impairment Fair Value Impairment Charge

Operating Lease Right-of-Use Assets

$ 34 $ 15 $ 19

Property and Equipment, net 4 3 1 12 5 7

Total $ 14 $ 8 $ 6 $ 46 $ 20 $ 26

The Company recorded no impairment charges during the three months ended June 28, 2025 and June 29, 2024, respectively.

Derivative Financial Instruments

Forward Foreign Currency Exchange Contracts

The Company may use forward foreign currency exchange contracts to manage its exposure to fluctuations in foreign currencies for certain of its transactions.

The Company uses forward foreign currency exchange contracts to manage its exposure to fluctuations in foreign currencies for certain of its transactions.

The Company, in its normal course of business, enters into transactions with foreign suppliers and seeks to minimize risks related to certain forecasted inventory purchases by using forward foreign currency exchange contracts.

Changes in the fair value of the Company’s forward foreign currency exchange contracts that are designated as accounting hedges are recorded in equity as a component of accumulated other comprehensive income and are reclassified from accumulated other comprehensive income into earnings when the items underlying hedged transactions are recognized into earnings, as a component of cost of goods sold within the Company’s consolidated statements of operations and comprehensive (loss) income.

As of December 28, 2024, there were no forward foreign currency exchange contracts outstanding.

As of March 29, 2025, the Company had $ 50 million of EUR/USD forward contracts outstanding.

During the first quarter of Fiscal 2026, the Company entered into multiple EUR/USD forward contracts with total notional amounts of $ 29 million.

As of June 28, 2025, the Company had $ 79 million of forward foreign currency exchange contracts outstanding.

Changes in the fair value of the Company’s forward foreign currency exchange contracts that are designated as accounting hedges are recorded in equity as a component of accumulated other comprehensive (loss) income and are reclassified from accumulated other comprehensive (loss) income into earnings when the items underlying the hedged transactions are recognized into earnings, as a component of cost of goods sold within the Company’s consolidated statements of operations and comprehensive income (loss).

Net Investment Hedges

As of March 30, 2024, the Company had $ 2.5 billion of hedges outstanding to hedge its net investment in Swiss Franc (“CHF”) denominated subsidiaries, of which the Company will exchange semi-annual fixed rate payments on United States Dollar notional amounts for fixed rate payments of 0.0 % in CHF.

During the first quarter of Fiscal 2025, the Company entered into additional fixed-to-fixed cross-currency swap agreements with aggregate notional amounts of $ 450 million, of which the Company will exchange monthly fixed rate payments on United States Dollar notional amounts for fixed rate payments of 0.0 % in CHF.

During the second quarter of Fiscal 2025, the Company terminated multiple fixed-to-fixed cross-currency swap agreements with aggregate notional amounts of $ 325 million related to its net investment in CHF denominated subsidiaries which resulted in the Company receiving an immaterial amount of cash.

Subsequently, the Company entered into multiple fixed-to-fixed cross-currency swap agreements with aggregate notional amounts of $ 325 million related to its net investment in CHF denominated subsidiaries, of which the Company will exchange monthly fixed rate payments on United States Dollar notional amounts for fixed rate payments of 0.0 % in CHF.

As of December 28, 2024, the Company had $ 2.95 billion of hedges outstanding to hedge its net investment in CHF denominated subsidiaries.

These contracts have maturity dates between July 2025 and October 2030 and are designated as net investment hedges.

As of March 30, 2024, the Company had $ 1.35 billion of cross-currency hedges outstanding related to its net investment in Euro denominated subsidiaries, of which $ 1 billion was related to float-to-float cross-currency hedges and $ 350 million was related to fixed-to-fixed cross currency hedges.

During the first quarter of Fiscal 2025, the Company entered into additional fixed-to-fixed cross-currency swap agreements with aggregate notional amounts of $ 534 million, of which the Company will exchange monthly fixed rate payments on United States Dollar notional amounts for fixed rate payments of 0.0 % in Euro.

During the second quarter of Fiscal 2025, the Company entered into additional fixed-to-fixed cross-currency swap agreements with aggregate notional amounts of $ 500 million, of which the Company will exchange monthly fixed rate payments on United States Dollar notional amounts for fixed rate payments of 0.0 % in Euro.

During the third quarter of Fiscal 2025, the Company terminated its float-to-float cross-currency swap agreements with an aggregate notional amount of $ 1 billion, which resulted in the Company receiving $ 42 million of cash.

These were subsequently replaced by fixed-to-fixed cross-currency swap agreements with aggregate notional amounts of $ 1 billion related to its net investment in Euro denominated subsidiaries, of which the Company will exchange monthly fixed rate payments on United States Dollar notional amounts for fixed rate payments of 0.0 % in Euro.

As of December 28, 2024, the Company had $ 2.384 billion of fixed-to-fixed cross-currency hedges outstanding related to its net investment in Euro denominated subsidiaries.

As of March 29, 2025, the Company had $ 3.5 billion of hedges outstanding to hedge its net investment in Swiss Franc (“CHF”) denominated subsidiaries, of which the Company will exchange monthly and semi-annual fixed rate payments on United States dollar notional amounts for fixed rate payments of 0.0 % in CHF.

During the first quarter of Fiscal 2026, the Company modified multiple fixed-to-fixed cross-currency swap agreements with aggregate notional amounts of $ 950 million, of which the Company will exchange monthly fixed rate payments on United States dollar notional amounts for fixed rate

payments of 0.0 % in CHF.

As of June 28, 2025, the Company had $ 3.5 billion of outstanding hedges to hedge its net investment in CHF denominated subsidiaries.

These contracts have maturity dates between September 2025 and May 2045 and are designated as net investment hedges.

Certain of these contracts are supported by a credit support annex (“CSA”) which provides for collateral exchange with the earliest effective date being June 2030.

If the fair value of a derivative contract exceeds a certain threshold governed by the aforementioned CSAs, either party is required to post cash collateral.

As of June 28, 2025 and March 29, 2025, the Company had $ 2.364 billion of fixed-to-fixed cross-currency hedges outstanding related to its net investment in Euro denominated subsidiaries, of which the Company will exchange monthly fixed rate payments on United States dollar notional amounts for fixed rate payments of 0.0 % in EUR.

These contracts have maturity dates between January 2027 and July 2031 and have been designated as net investment hedges.

When a cross-currency swap is used as a hedging instrument in a net investment hedge assessed under the spot method, the cross-currency basis spread is excluded from the assessment of hedge effectiveness and is recognized as a reduction in interest expense in the Company’s consolidated statements of operations and comprehensive (loss) income.

Accordingly, the Company recorded interest income of $ 30 million and $ 83 million during the three and nine months ended December 28, 2024, respectively, and $ 26 million and $ 66 million during the three and nine months ended December 30, 2023, respectively.

The net gain or loss on net investment hedges are reported within CTA as a component of accumulated other comprehensive income on the Company’s consolidated balance sheets.

Accordingly, the Company recorded interest income of $ 36 million and $ 24 million during the three months ended June 28, 2025 and June 29, 2024, respectively.

The net gains or losses on net investment hedges are reported within CTA as a component of accumulated other comprehensive (loss) income on the Company’s consolidated balance sheets.

Upon discontinuation of the hedge, such amounts remain in CTA until the related net investment is sold or liquidated.

3 unchanged sentences

€ 500 million of the total interest rate swaps entered into relate to the Company’s Senior Revolving Credit Facility expiring July 2027.

The Company will exchange monthly fixed rate payments of 2.922 % and receive variable interest based on 1 month EURIBOR rate.

The remaining € 300 million of the interest rate swaps entered into relate to the Company’s Versace Term Loan expiring December 2025.

The Company will exchange monthly fixed rate payments of 3.371 % and receive variable interest based on 6 month EURIBOR rate.

As of March 30, 2024, the Company did not have any interest rate swap agreements outstanding.

During the three and nine months ended December 28, 2024, the Company recorded $ 1 million and $ 2 million, respectively, of interest income related to this agreement.

As of December 30, 2023, the Company did not have interest income related to interest rate swap agreements as they were entered into during the second quarter of Fiscal 2025.

Fair Value Hedges

The Company is exposed to transaction risk from foreign currency exchange rate fluctuations with respect to various cross-currency intercompany loans which will impact earnings on a consolidated basis.

To manage the foreign currency exchange rate risk related to these balances, the Company had previously entered into cross-currency swap agreements to hedge its exposure in GBP denominated subsidiaries on Euro denominated intercompany loans.

As of March 30, 2024 and December 28, 2024, there were no fair value hedges outstanding.

If the fair value hedge is terminated and the underlying intercompany loans are settled, the accumulated other comprehensive income (“AOCI”) remaining from the hedge at the time of termination will be reclassified to foreign currency loss (gain) on the Company’s consolidated statements of operations and comprehensive (loss) income.

Accordingly, the Company recorded a foreign currency gain of $ 2 million and $ 23 million during the three and nine months ended December 30, 2023, respectively.

The Company only enters into derivative instruments with highly credit-rated counterparties.

The Company does not enter into derivative contracts for trading or speculative purposes.

The following table details the fair value of the Company’s derivative contracts, which are recorded on a gross basis on the consolidated balance sheets as of December 28, 2024 and March 30, 2024 (in millions):

The remaining € 300 million of the interest rate swaps entered into related to the Company’s previously outstanding Versace Term Loan.

During the fourth quarter of Fiscal 2025, the Company terminated these interest rate swaps to coincide with the Company’s debt refinancing and paid $ 13 million.

As of June 28, 2025 and March 29, 2025, the Company did not have any interest rate swap agreements outstanding.

When an interest rate swap agreement qualifies for hedge accounting as a cash flow hedge, the changes in the fair value are recorded in equity as a component of accumulated other comprehensive (loss) income and are reclassified into interest income, net, in the same period in which the hedged transactions affect earnings.

During the three months ended June 28, 2025, the Company recognized $ 2 million of interest expense related to amortization of the fair value previously recorded as a component of accumulated other comprehensive (loss) income related to the terminated interest rate swaps.

As of June 29, 2024, the Company did not have interest income related to interest rate swap agreements as they were entered into during the second quarter of Fiscal 2025.

The Company only enters into derivative instruments with highly credit-rated counterparties and does not enter into derivative contracts for trading or speculative purposes.

The following table details the fair value of the Company’s derivative contracts, which are recorded on a gross basis in the consolidated balance sheets as of June 28, 2025 and March 29, 2025 (in millions):

Notional Amounts Assets Liabilities

2025 March 29,

2024 December 28,

2025 June 28,

2025 March 29,

2024 December 28,

2025 June 28,

2025 March 29,

Designated forward foreign currency exchange contracts $ 79 $ 50 $ — $ — $ 6 (1)

Designated net investment hedges 5,864 5,864 — — 874 (2)

Designated interest rate swaps 834 — — — 14 (2)

Total $ 5,943 $ 5,914 $ — $ — $ 880 $ 291

(1) Recorded within other assets on the Company’s consolidated balance sheets.

(2) As of December 28, 2024, the Company recorded $ 9 million within accrued expenses and current liabilities and $ 166 million within other long-term liabilities on the Company’s consolidated balance sheets.

As of March 30, 2024, the Company recorded $ 3 million within accrued expenses and current liabilities and $ 85 million within other long-term liabilities on the Company’s consolidated balance sheets.

(1) Recorded within accrued expenses and other current liabilities on the Company’s consolidated balance sheets.

(2) As of June 28, 2025, the Company recorded $ 46 million within accrued expenses and other current liabilities and $ 828 million within other long-term liabilities on the Company’s consolidated balance sheets.

As of March 29, 2025, the Company recorded $ 12 million within accrued expenses and other current liabilities and $ 277 million within other long-term liabilities on the Company’s consolidated balance sheets.

The Company records and presents the fair value of all of its derivative assets and liabilities on its consolidated balance sheets on a gross basis, as shown in the above table.

However, if the Company were to offset and record the asset and liability balances for its derivative instruments on a net basis in accordance with the terms of its master netting arrangements, which provide for the right to set-off amounts for similar transactions denominated in the same currencies and with the same banks, the resulting impact as of December 28, 2024 and March 30, 2024 would be as follows (in millions):

Net Investment Hedges Interest Rate Swaps

However, if the Company were to offset and record the asset and liability balances for its derivative instruments on a net basis in accordance with the terms of its master netting arrangements, which provide for the right to set-off amounts for similar transactions denominated in the same currencies and with the same banks, the resulting impact as of June 28, 2025 and March 29, 2025 would be as follows (in millions):

Forward Currency

Exchange Contracts Net Investment Hedges

2025 March 29,

2024 December 28,

2025 June 28,

2025 March 29,

Assets subject to master netting arrangements

$ 17 $ 12 $ — $ —

Liabilities subject to master netting arrangements

$ 6 $ 2 $ 874 $ 289

Derivative assets, net $ 9 $ 8 $ — $ —

Derivative liabilities, net $ 6 $ 2 $ 874 $ 289

Currently, the Company’s master netting arrangements do not require cash collateral to be pledged by the Company or its counterparties.

The following table summarizes the pre-tax impact of the gains and losses on the Company’s designated net investment hedges, fair value hedges and interest rate swaps (in millions):

Three Months Ended Nine Months Ended

December 28, 2024 December 30, 2023 December 28, 2024 December 30, 2023

Pre-Tax Gains

Recognized in OCI Pre-Tax (Losses) Gains

Recognized in OCI Pre-Tax Losses

The following table summarizes the pre-tax impact of the losses on the Company’s designated net investment hedges (in millions):

Three Months Ended

June 28, 2025 June 29, 2024

Pre-Tax Losses

Recognized in OCI Pre-Tax Losses

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Designated net investment hedges $ ( 585 ) $ ( 26 )

Designated interest rate swaps $ 1 $ — $ ( 14 ) $ —

Designated fair value hedge $ — $ 4 $ — $ ( 5 )

For the three months ended December 28, 2024 and December 30, 2023, there was no pre-tax activity recorded within the consolidated statements of operations and comprehensive (loss) income related to designated forward foreign currency exchange contracts.

The following table summarizes the pre-tax impact of the gains within the consolidated statements of operations and comprehensive (loss) income related to designated forward foreign currency exchange contracts for the nine months ended December 28, 2024 and December 30, 2023 (in millions):

Nine Months Ended

Pre-Tax Gain Reclassified from

Accumulated OCI Location of Gain Recognized

December 28, 2024 December 30, 2023

Designated forward foreign currency exchange contracts

$ — $ 4 Cost of goods sold

For the three months ended June 28, 2025 and June 29, 2024, there was no pre-tax activity recorded within the consolidated statements of operations and comprehensive income (loss) related to designated forward foreign currency exchange contracts.

Shareholders’ Equity

Share Repurchase Program

On November 9, 2022, the Company announced its Board of Directors approved a two-year share repurchase program (the “Existing Share Repurchase Plan”) to purchase up to $ 1.0 billion of its outstanding ordinary shares.

On November 9, 2022, the Company announced its Board of Directors approved a two-year share repurchase program to purchase up to $ 1.0 billion of its outstanding ordinary shares.

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.

However, pursuant to the terms of the Merger Agreement, and subject to certain limited exceptions, the Company was

prohibited from repurchasing its ordinary shares other than the acceptance of Company ordinary shares as payment of the exercise price of Company options or for withholding taxes with respect of Company equity awards.

Accordingly, the Company did no t repurchase any of its ordinary shares during the pendency of the Merger Agreement pursuant to the Existing Share Repurchase Plan.

The Existing Share Repurchase Plan expired on November 9, 2024.

During the nine months ended December 28, 2024, and for the reasons set forth above, the Company did not purchase any shares through open market transactions under the Existing Share Repurchase Plan.

As of December 28, 2024, the Company had no remaining availability under the Company’s Existing Share Repurchase Plan as it expired on November 9, 2024.

During the nine months ended December 30, 2023, the Company purchased 2,637,102 shares for a total cost of approximately $ 100 million including commissions, through open market transactions under the Existing Share Repurchase Plan.

The Company also has in place a “withhold to cover” repurchase program, which allows the Company to withhold ordinary shares from certain executive officers and directors to satisfy minimum tax withholding obligations relating to the vesting of their restricted share awards.

During the nine month periods ended December 28, 2024 and December 30, 2023, the Company withheld 117,710 shares and 185,133 shares, respectively, with a fair value of $ 4 million and $ 7 million, respectively, in satisfaction of minimum tax withholding obligations relating to the vesting of restricted share awards.

Accumulated Other Comprehensive Income

The following table details changes in the components of accumulated other comprehensive income (“AOCI”), net of taxes, for the nine months ended December 28, 2024 and December 30, 2023, respectively (in millions):

However, pursuant to the terms of the Merger Agreement, and subject to certain limited exceptions, the Company was prohibited from repurchasing its ordinary shares other than the acceptance of Company ordinary shares as payment of the exercise price of Company options

or for withholding taxes with respect of Company equity awards.

Accordingly, the Company did no t repurchase any of its ordinary shares during the pendency of the Merger Agreement pursuant to the share repurchase program.

The share repurchase program expired on November 9, 2024.

During the three months ended June 28, 2025 and June 29, 2024, the Company did not purchase any of its’ ordinary shares through open market transactions.

The Company also has in place a “withhold to cover” repurchase program, which allows the Company to withhold ordinary shares from certain employees and directors to satisfy minimum tax withholding obligations relating to the vesting of their restricted share awards.

During the three months ended June 28, 2025 and June 29, 2024, the Company withheld 86,365 shares and 93,738 shares, respectively, with a fair value of $ 1 million and $ 3 million, respectively, in satisfaction of minimum tax withholding obligations relating to the vesting of restricted share awards.

Accumulated Other Comprehensive (Loss) Income

The following table details changes in the components of accumulated other comprehensive (loss) income (“AOCI”), net of taxes, for the three months ended June 28, 2025 and June 29, 2024, respectively (in millions):

Foreign Currency Translation Adjustments (1)

Net (Loss) Gain on Derivatives (2)

Other Comprehensive Income Attributable to Capri

Net Loss on Derivatives (2)

Other Comprehensive (Loss) Income Attributable to Capri

Balance at March 29, 2025 $ 67 $ ( 10 ) $ 57

Other comprehensive loss before reclassifications ( 451 ) ( 4 ) ( 455 )

amounts reclassified from AOCI to earnings

Loss reclassified from AOCI to earnings — 2 2

Other comprehensive loss, net of tax ( 451 ) ( 2 ) ( 453 )

Balance at December 28, 2024 $ 133 $ ( 11 ) $ 122

Balance at April 1, 2023 $ 143 $ 4 $ 147

Balance at June 28, 2025 $ ( 384 ) $ ( 12 ) $ ( 396 )

Balance at March 30, 2024 $ 161 $ — $ 161

Other comprehensive loss before reclassifications ( 29 ) — ( 29 )

amounts reclassified from AOCI to earnings

Other comprehensive loss, net of tax ( 112 ) ( 4 ) ( 116 )

Balance at December 30, 2023 $ 31 $ — $ 31

(1) Foreign currency translation adjustments for the nine months ended December 28, 2024 primarily include a $ 19 million loss, net of taxes of $ 7 million, relating to the Company’s net investment hedges, as well as a net $ 9 million translation loss.

Foreign currency translation adjustments for the nine months ended December 30, 2023 primarily include a $ 159 million loss, net of taxes of $ 59 million, relating to the Company’s net investment and fair value hedges partially offset by a net $ 47 million translation gain.

(2) For the nine months ended December 28, 2024, reclassified amounts primarily relate to the Company’s interest rate swaps, net of taxes of $ 3 million, and are recorded within interest (income) expense, net, in the Company’s consolidated statements of operations and comprehensive (loss) income.

For the nine months ended December 30, 2023, reclassified amounts primarily relate to the Company’s forward foreign currency exchange contracts for inventory purchases and are recorded within cost of goods sold in the Company’s consolidated statements of operations and comprehensive (loss) income.

All tax effects were not material for the nine months ended December 30, 2023.

Balance at June 29, 2024 $ 132 $ — $ 132

(1) Foreign currency translation adjustments for the three months ended June 28, 2025 primarily include a $ 437 million loss, net of taxes of $ 148 million, relating to the Company’s net investment hedges, as well as a net $ 14 million translation loss.

Foreign currency translation adjustments for the three months ended June 29, 2024 primarily include a $ 19 million loss, net of taxes of $ 7 million, relating to the Company’s net investment hedges, and a net $ 10 million translation loss.

(2) Other comprehensive loss before reclassifications for the three months ended June 28, 2025 primarily relate to the Company’s foreign currency exchange contracts for inventory purchases.

Reclassifications from AOCI into earnings for three months ended June 28, 2025 relate to the Company’s interest rate swaps of $ 2 million, net of taxes and are recorded within interest income, net, in the Company’s consolidated statements of operations and comprehensive income (loss).

Share-Based Compensation

The Company grants equity awards to certain employees and directors of the Company at the discretion of the Company’s Compensation and Talent Committee.

The Company has two equity plans:

one stock option plan adopted in Fiscal 2008 (as amended and restated, the “2008 Plan”), and an Omnibus Incentive Plan adopted in the third fiscal quarter of Fiscal 2012 and amended and restated with shareholder approval in May 2015, and again in June 2020 (the “Incentive Plan”).

The 2008 Plan only provided for grants of share options and was authorized to issue up to 23,980,823 ordinary shares.

As of December 28, 2024, there were no shares available to grant equity awards under the 2008 Plan.

The Company has an Omnibus Incentive Plan effective as of December 1, 2011 and amended and restated as of May 20, 2015, June 25, 2020 and May 24, 2022 (the “Incentive Plan”).

The Incentive Plan allows for grants of share options, restricted shares and RSUs and other equity awards, and authorizes a total issuance of up to 22,471,000 ordinary shares after amendments in August 2022.

At December 28, 2024, there were 2,528,848 ordinary shares available for future grants of equity awards under the Incentive Plan.

Option grants issued from the 2008 Plan generally expire ten years from the date of the grant, and those issued under the Incentive Plan generally expire seven years from the date of the grant.

The following table summarizes the Company’s share-based compensation activity during the nine months ended December 28, 2024:

At June 28, 2025, there were 996,684 ordinary shares available for future grants of equity awards under the Incentive Plan.

Option grants issued under the Incentive Plan generally expire seven years from the grant date.

The following table summarizes the Company’s share-based compensation activity during the three months ended June 28, 2025:

Options Service-Based RSUs Performance-Based RSUs

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Canceled/Forfeited ( 180,481 ) ( 247,248 ) —

Outstanding/Unvested at December 28, 2024

Outstanding/Unvested at June 28, 2025

— 3,630,763 162,954

The weighted average grant date fair value of service-based RSUs granted during the nine months ended December 28, 2024 was $ 32.21 .

There were no performance-based RSUs granted during the nine months ended December 28, 2024.

The weighted average grant date fair value of service-based and performance-based RSUs granted during the nine months ended December 30, 2023 was $ 36.90 and $ 36.82 , respectively.

The weighted average grant date fair value of service-based RSUs granted during the three months ended June 28, 2025 was $ 17.23 .

There were no performance-based RSUs granted during the three months ended June 28, 2025.

The weighted average grant date fair value of service-based RSUs granted during the three months ended June 29, 2024 was $ 32.13 .

There were no performance-based RSUs granted during the three months ended June 29, 2024.

Share-Based Compensation Expense

The following table summarizes compensation expense attributable to share-based compensation for the three and nine months ended December 28, 2024 and December 30, 2023 (in millions):

Three Months Ended Nine Months Ended

2024 December 30,

2023 December 28,

2024 December 30,

The following table summarizes compensation expense attributable to share-based compensation for the three months ended June 28, 2025 and June 29, 2024 (in millions):

Three Months Ended

2025 June 29,

Share-based compensation expense $ 14 $ 24

2 unchanged sentences

The Company estimates forfeitures based on historical forfeiture rates.

The estimated value of future forfeitures for equity awards as of December 28, 2024 is approximately $ 7 million.

The estimated value of future forfeitures for equity awards as of June 28, 2025 is $ 6 million.

There are no forfeitures for performance-based RSUs.

See Note 17 in the Company’s Fiscal 2025 Annual Report on Form 10-K for additional information relating to the Company’s share-based compensation awards.

The Company’s effective tax rate for the three and nine months ended December 28, 2024 was 9.8 % and 14.4 %, respectively.

This rate differs from the United Kingdom (“U.K.”) federal statutory rate of 25% primarily related to the impact of the non-deductible goodwill impairment charges recorded partially offset by unfavorable geographic mix of earnings and the unfavorable impact of global financing activities due to a net loss for both the three and nine months ended December 28, 2024.

The Company’s effective tax rate for the three months ended December 30, 2023 was 14.6 %.

This rate differs from the United Kingdom (“U.K.”) federal statutory rate of 25% primarily due to the favorable impact of global financing activities and the release of valuation allowance on Korean deferred tax assets, partially offset by unfavorable changes in uncertain tax positions during the three months ended December 30, 2023.

The Company’s effective tax rate for the nine months ended December 30, 2023 was 11.3 %.

The Company’s effective tax rate for the three months ended June 28, 2025 was ( 40 )%.

This rate differs from the United Kingdom (“U.K.”) federal statutory rate of 25% primarily related to a reduction in the Company’s valuation allowance during the period for the three months ended June 28, 2025.

The Company’s effective tax rate for the three months ended June 29, 2024 was 55 %.

This rate differs from the U.K federal statutory rate of 25% primarily related to the settlement of certain state tax audits and unfavorable share-based compensation adjustments.

The global financing activities are related to the Company’s 2014 move of its principal executive office from Hong Kong to the U.K.

5 unchanged sentences

Due to the difference in the statutory income tax rates between these jurisdictions, the Company generally realizes lower effective tax rates compared to its statutory rate as a result of these financing activities.

On July 4, 2025, the U.S.

government enacted the One Big Beautiful Bill Act of 2025 which includes, among other provisions, changes to the U.S.

The Company is evaluating the future impact of these tax law changes on its consolidated financial statements.

3 unchanged sentences

Segment Information

The Company operates its business through three operating segments — Versace, Jimmy Choo and Michael Kors, which are based on its business activities and organization.

The reportable segments are segments of the Company for which separate financial information is available and for which operating results are evaluated regularly by the Company’s chief operating decision maker (“CODM”) in deciding how to allocate resources, as well as in assessing performance.

As a result, the Company determined that the held for sale and discontinued operations criteria have been met and the Company has classified the results of operations and cash flows of its Versace business as discontinued operations in its consolidated statements of operations and comprehensive income (loss) and consolidated statements of cash flows for all periods presented.

The related assets and liabilities associated with the discontinued operations are classified as held for sale in the consolidated balance sheets as of June 28, 2025 and March 29, 2025.

Accordingly, the Versace business has been excluded from the segment information herein for all periods presented.

Refer to Note 4 - "Discontinued Operations" for further information.

The Company operates its business through three operating segments — Michael Kors, Jimmy Choo and Versace, which are based on its business activities and organization.

The reportable segments are segments of the Company for which separate financial information is available and for which operating results are evaluated regularly by the Company’s chief operating decision maker (“CODM”), who is the Company’s Chairman and Chief Executive Officer, in deciding how to allocate resources, as well as in assessing performance.

The primary key performance indicators are revenue and operating income for each segment.

1 unchanged sentence

The Company’s three reportable segments are as follows:

• Versace — segment includes revenue generated through the sale of Versace luxury ready-to-wear, accessories and footwear through directly operated Versace boutiques throughout the Americas, certain parts of EMEA and certain parts of Asia, as well as through Versace outlet stores and e-commerce sites.

In addition, revenue is generated through wholesale sales to distribution partners (including geographic licensing arrangements that allow third parties to use the Versace trademarks in connection with retail and/or wholesale sales of Versace branded products in specific geographic regions), multi-brand department stores and specialty stores worldwide, as well as through product license agreements in connection with the manufacturing and sale of the Versace Jeans Couture product line, fragrances, watches, eyewear and home furnishings.

• Jimmy Choo — segment includes revenue generated through the sale of Jimmy Choo luxury footwear, handbags and small leather goods through directly operated Jimmy Choo retail and outlet stores throughout the Americas, certain parts of EMEA and certain parts of Asia, through its e-commerce sites, as well as through wholesale sales of luxury goods to distribution partners (including geographic licensing arrangements that allow third parties to use the Jimmy Choo trademarks in connection with retail and/or wholesale sales of Jimmy Choo branded products in specific geographic regions), multi-brand department stores and specialty stores worldwide.

In addition, revenue is generated through product licensing agreements, which allow third parties to use the Jimmy Choo brand name and trademarks in connection with the manufacturing and sale of fragrances and eyewear.

• Michael Kors — segment includes revenue generated through the sale of Michael Kors products through four primary Michael Kors retail formats:

2 unchanged sentences

In addition, revenue is generated through product and geographic licensing arrangements, which allow third parties to use the Michael Kors brand name and trademarks in connection with the manufacturing and sale of products, including watches, jewelry, fragrances and eyewear.

• Versace — segment includes revenue generated through the sale of Versace luxury ready-to-wear, accessories and footwear through directly operated Versace boutiques throughout North America, certain parts of EMEA and certain parts of Asia, as well as through Versace outlet stores and e-commerce sites.

As noted above, the results of the Versace business are excluded from the segment information herein for all periods presented.

Refer to Note 4 - "Discontinued Operations" for further information.

In addition to these reportable segments, the Company has certain corporate costs that are not directly attributable to its brands and, therefore, are not allocated to its segments.

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

In addition, certain other costs are not allocated to segments, including Merger related income (costs), impairment charges and restructuring and other income (expense).

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

In addition, certain other costs are not allocated to segments, including transaction related costs and restructuring and other expense.

The segment structure is consistent with how the Company’s CODM plans and allocates resources, manages the business and assesses performance.

1 unchanged sentence

The following table presents the key performance information of the Company’s reportable segments (in millions):

Three Months Ended Nine Months Ended

2024 December 30,

2023 December 28,

2024 December 30,

Three Months Ended

2025 June 29,

Total revenue:

Versace $ 193 $ 227 $ 613 $ 766

Jimmy Choo 159 166 472 481

Michael Kors $ 635 $ 675

Jimmy Choo 162 173

Total revenue $ 797 $ 848

Income (loss) from operations:

Versace $ ( 21 ) $ ( 14 ) $ ( 41 ) $ 24

Cost of goods sold:

Michael Kors $ 247 $ 256

Jimmy Choo 48 57

Total cost of goods sold $ 295 $ 313

Selling, general and administrative expenses:

Michael Kors $ 307 $ 324

Total segment income from operations 120 209 261 553

Corporate expenses

( 51 ) ( 68 ) ( 178 ) ( 210 )

Impairment of assets (1)

( 675 ) ( 6 ) ( 718 ) ( 26 )

Merger related income (costs) 14 ( 8 ) ( 1 ) ( 12 )

Restructuring and other income (expense) 2 ( 5 ) — ( 3 )

Total (loss) income from operations $ ( 590 ) $ 122 $ ( 636 ) $ 302

(1) Impairment of assets during the nine months ended December 28, 2024 includes $ 617 million, $ 83 million and $ 18 million of impairment charges related to the Versace, Jimmy Choo and Michael Kors reportable segments, respectively.

Impairment of assets during the three and nine months ended December 30, 2023 primarily related to operating lease right-of-use assets at certain Versace and Michael Kors store locations.

Depreciation and amortization expense for each segment are as follows (in millions):

Three Months Ended Nine Months Ended

2024 December 30,

2023 December 28,

2024 December 30,

Depreciation and amortization:

Versace $ 16 $ 14 $ 44 $ 40

Jimmy Choo 103 105

Corporate 45 62

Total selling, general and administrative expenses $ 455 $ 491

Depreciation and amortization:

Michael Kors $ 18 $ 20

Jimmy Choo 7 7

Corporate 5 5

Total depreciation and amortization $ 30 $ 32

Income from operations:

Michael Kors $ 63 $ 75

Jimmy Choo 4 4

Corporate expenses ( 50 ) ( 62 )

Transaction related costs — ( 5 )

Restructuring and other expense ( 1 ) ( 1 )

Income from operations $ 16 $ 11

Total revenue (based on country of origin) by geographic location are as follows (in millions):

Three Months Ended Nine Months Ended

2024 December 30,

2023 December 28,

2024 December 30,

The Americas (United States, Canada and Latin America) (1)

$ 754 $ 843 $ 1,918 $ 2,165

EMEA 341 376 994 1,149

Asia 166 208 495 633

Three Months Ended

2025 June 29,

The Americas (1)

Total revenue $ 797 $ 848

(1) Total revenue earned in the U.S.

was $ 689 million and $ 1.741 billion, respectively, for the three and nine months ended December 28, 2024.

Total revenue earned in the U.S.

was $ 764 million and $ 1.959 billion, respectively, for the three and nine months ended December 30, 2023.

was $ 418 million and $ 458 million, respectively, for the three months ended June 28, 2025 and June 29, 2024, respectively.

Total long-lived assets of the Company’s reportable segments are as follows (in millions):

2025 March 29,

Long-lived assets:

Michael Kors $ 1,200 $ 1,197

Jimmy Choo 618 603

Total long-lived assets $ 1,818 $ 1,800

See Note 8 for the Company’s goodwill by reportable segment.

Subsequent Events

Net Investment Hedges

During the fourth quarter of Fiscal 2025, the Company terminated its fixed-to-fixed cross-currency swap portfolio with an aggregate notional amount of $ 2.384 billion related to its net investment in Euro denominated subsidiaries, while subsequently replacing these contracts with the same approximate aggregate notional amounts to hedge its net investment in Euro denominated subsidiaries.

The modification of these hedges resulted in the Company receiving $ 42 million in cash.

Amended and Restated Credit Agreement and New Term Loans

On February 4, 2025 (the “Closing Date”), the Company entered into an amended and restated credit agreement (the “Amended and Restated Credit Agreement”) with, among others, JPMorgan Chase Bank, N.A., as administrative agent, which amended and restated the Company’s existing credit agreement, dated as of July 1, 2022 (as previously amended, the “Existing Credit Agreement”).

The Amended and Restated Credit Agreement provides for senior secured credit facilities in the aggregate principal amount of the U.S.

Dollar equivalent of $ 2.2 billion (the “2025 Credit Facilities”), under which the Company, a U.S.

The 2025 Credit Facilities are comprised of (i) a new $ 700 million senior secured term loan facility comprised of (a) a $ 392 million tranche of terms loans in U.S.

Dollars (the “USD Term Loans”), which was fully drawn by Michael Kors (USA), Inc.

on the Closing Date, and (b) a tranche of term loans in Euros in an amount equal to the Euro equivalent of $ 302 million (the “Euro Term Loans,” and together with the USD Term Loans, the “New Term Loans”), which were fully drawn by Michael Kors (Switzerland) GmbH on the Closing Date, and (ii) the existing $ 1.5 billion revolving credit facility (the “Revolving Credit Facility”) as provided under the Existing Credit Agreement, which may be denominated in U.S.

Dollars and other currencies, including Euros, Canadian Dollars, Pounds Sterling, Japanese Yen and Swiss Francs, and which includes sub-facilities for the issuance of letters of credit up to $ 125 million and swing line loans at the administrative agent’s discretion of up to $ 100 million.

The Revolving Credit Facility and the New Term Loans mature on July 1, 2027.

The applicable borrower is required to make quarterly principal payments in respect to the New Term Loans on the last business day of each calendar quarter, commencing with the last business day of the first full calendar quarter ending after the Closing Date, in equal installments equal to 1.25 % of the original principal amount of the applicable New Term Loans on the Closing Date.

Amounts repaid or prepaid in respect of the term loans may not be reborrowed.

The Amended and Restated Credit Agreement adds a requirement that the obligations under the 2025 Credit Facilities will be secured by liens on substantially all of the assets of the Company and its U.S.

With respect to certain non-ordinary course asset sales, the Company may elect to reinvest the net cash proceeds from such sales in the business of the Company and its subsidiaries, and to the extent it does not do so, the Company is required to apply such net cash proceeds to prepay the New Term Loans, subject to certain thresholds and exceptions.

The New Term Loans are also required to be prepaid with the net cash proceeds of any indebtedness for borrowed money that is not permitted under the Amended and Restated Credit Agreement, as well as from certain equity issuances by the Company.

Borrowings under the Revolving Credit Facility were used on the Closing Date to repay in part the $ 450 million 364 Day Term Loan due November 1, 2025 outstanding under the Existing Credit Agreement (the “Existing Term Loans”) and to pay transaction costs, and may be used to finance working capital needs and other general corporate purposes of the Company and its subsidiaries.

The New Term Loans were borrowed on the Closing Date to repay outstanding indebtedness, including the Existing Term Loans, to pay transactions costs and for general corporate purposes of the Company and its subsidiaries.

It was a condition to the effectiveness of the Amended and Restated Credit Agreement that the Company repay all amounts outstanding in respect of the € 450 million senior unsecured term loan under the Versace Term Loan Agreement dated as of December 5, 2022 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.

The Amended and Restated Credit Agreement continues to require the Company to maintain a net leverage ratio as of the end of each fiscal quarter of no greater than 4.0 to 1.

The Amended and Restated Credit Agreement also includes covenants that limit additional indebtedness, liens, acquisitions and other investments, dispositions, restricted payments and affiliate transactions.

The Amended and Restated Credit Agreement contains events of

default customary for financings of this type, including, but not limited to, payment defaults, material inaccuracy of representations and warranties, covenant defaults, cross-defaults to certain indebtedness, certain events of bankruptcy or insolvency, certain events under ERISA, material judgments, actual or asserted failure of any guaranty or collateral document supporting the 2025 Credit Facilities to be in full force and effect, and changes of control.

Additional information about the Amended and Restated Credit Agreement is set forth in the Company's Current Report on Form 8-K filed with the U.S.

Securities and Exchange Commission on February 4, 2025.

Fourth Amended and Restated Omnibus Incentive Plan

On August 7, 2025, the Company filed a Registration Statement in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended, to register an additional 2,500,000 of its ordinary shares, no par value, that are reserved for issuance under the Capri Holdings Limited Fourth Amended and Restated Omnibus Incentive Plan.

This amendment to increase the number of shares available to be awarded under the Plan was approved by the Company’s shareholders on August 7, 2025.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements