What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-08-07 compared with 2025-02-05 · 216 added, 355 removed, 157 unchanged (78% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

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

We have built our reputation on designing exceptional, innovative products that cover the full spectrum of fashion luxury categories.

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

Our Michael Kors brand was launched over 40 years ago by Michael Kors, a world-renowned designer, whose vision has taken the Company from its beginnings as an American luxury sportswear house to a global accessories, ready-to-wear, and footwear company with a global distribution network that has presence in over 100 countries through Company-operated retail stores and e-commerce sites, leading department stores, specialty stores and select licensing partners.

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

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

Michael Kors offers three primary collections:

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

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

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

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

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

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

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

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

Jimmy Choo products are unique, instinctively seductive and chic.

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

Jimmy Choo is represented through its global store network, its e-commerce sites, as well as through the most prestigious department and specialty stores worldwide.

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

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

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

Until recently, Versace’s design team was led by Donatella Versace, who had been the brand’s Artistic Director for almost 30 years.

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

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

On April 8, 2025, our Board of Directors made the decision to sell Versace to Prada, and a definitive agreement was entered into on April 10, 2025.

Accordingly, we determined the Versace business met held-for-sale and discontinued operations accounting criteria beginning in Fiscal 2026 and we began to separately report the results of this business as discontinued operations in our consolidated statements of operations and comprehensive income (loss) and to present the related assets and liabilities as held for sale in our consolidated balance sheets for the first quarter ended June 28, 2025.

These changes have been applied to all periods presented.

Unless otherwise noted, discussion within this management’s discussion and analysis of financial condition and results of operations relates to our continuing operations.

Refer to Note 4 - "Discontinued Operations" to the accompanying consolidated financial statements for additional information.

Termination of the Agreement and Plan of Merger

As previously disclosed, on August 10, 2023, Capri entered into an Agreement and Plan of Merger with Tapestry, Inc., a Maryland corporation, and Sunrise Merger Sub, Inc., a British Virgin Islands business company limited by shares and a direct wholly owned subsidiary of Tapestry.

The Merger Agreement provides that, among other things and on the terms and subject to the conditions set forth therein, Tapestry would acquire Capri in an all-cash transaction by means of a merger of Merger Sub with and into Capri, with Capri surviving the Merger as a wholly owned subsidiary of Tapestry.

As previously disclosed, on August 10, 2023, Capri entered into an Agreement and Plan of Merger with Tapestry, a Maryland corporation, and Sunrise Merger Sub, Inc., a British Virgin Islands business company limited by shares and a direct

wholly owned subsidiary of Tapestry.

The Merger Agreement provided that, among other things and on the terms and subject to the conditions set forth therein, Tapestry would acquire Capri in an all-cash transaction by means of a merger of Merger Sub with and into Capri, with Capri surviving the Merger as a wholly owned subsidiary of Tapestry.

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

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On December 4, 2024, the FTC’s in-house administrative proceeding was dismissed without prejudice.

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

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

We have built our reputation on designing exceptional, innovative products that cover the full spectrum of fashion luxury categories.

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

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

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

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

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

In addition, certain categories, such as fragrances and eyewear, are produced under licensing agreements.

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

Jimmy Choo products are chic, glamorous and instinctively seductive.

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

Jimmy Choo is represented through its global store network, its e-commerce sites, as well as through the most prestigious department and specialty stores worldwide.

Our Michael Kors brand was launched over 40 years ago by Michael Kors, a world renowned designer, whose vision has taken the Company from its beginnings as an American luxury sportswear house to a global accessories, ready-to-wear, and footwear company with a global distribution network that has presence in over 100 countries through Company-operated retail stores and e-commerce sites, leading department stores, specialty stores and select licensing partners.

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

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

Michael Kors offers three primary collections:

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

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

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

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

Certain Factors Affecting Financial Condition and Results of Operations

Impairment losses.

During the third quarter of Fiscal 2025, we identified impairment indicators due to the termination of the Merger Agreement, the decline in our share price, 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 our brands.

As we determined that it was more likely than not that the fair values of certain reporting units and/or brands were below their carrying amounts, we performed an interim impairment test during the third quarter of Fiscal 2025.

As a result of our impairment assessment, we recorded $671 million of impairment charges related to our Jimmy Choo and Versace goodwill and intangible assets during the three and nine months ended December 28, 2024.

It is possible that our conclusions regarding impairment or recoverability of goodwill or other intangible assets could change in future periods.

Such changes could result in future impairment charges of goodwill or other intangible assets and such amounts could be significant.

Risk Factors “We may incur significant goodwill and/or intangible asset impairment charges with respect to one or more of our brands which could have a material adverse impact on our results of operations and financial condition.”

Macroeconomic conditions and inflationary pressures.

Global economic conditions and the related impact on levels of consumer spending worldwide impacted our business in the first nine months of Fiscal 2025, and are likely to continue to impact our business and the luxury accessories, footwear and apparel industry overall for the foreseeable future.

Inflation, rising interest rates, higher fuel and energy costs and commodity prices, reductions in net worth based on stock market declines and uncertainty, home prices, credit availability and consumer debt levels, concerns of a global banking crisis, political instability due to war or other geopolitical factors, including the presidential change in the U.S., and other macroeconomic pressures and general uncertainty regarding the overall future economic environment have created a challenging retail environment, which is expected to continue in the near term.

Purchases of discretionary luxury items, such as the accessories, footwear and apparel that we produce, tend to decline when disposable income is lower or when there are recessions, inflationary pressures or other economic uncertainty which could negatively affect our financial condition and results of operations.

Luxury goods trends and demand for our accessories and related merchandise .

Our performance is affected by trends in the luxury goods industry, global consumer spending, macroeconomic factors, overall levels of consumer travel and spending on discretionary items as well as shifts in demographics and changes in lifestyle preferences.

We have experienced, and may continue to experience, material reductions in revenues across our brands and regions driven predominantly by softening demand globally for fashion luxury goods as well as Versace and Michael Kors’ brand repositioning efforts.

If demand for global fashion luxury goods continues to soften and/or if we do not correctly gauge consumer needs and fashion trends and respond appropriately, our future results of operations may be materially impacted.

Global economic conditions, including inflation, political instability due to war or other geopolitical factors and other macroeconomic uncertainty and the related impact on levels of consumer spending worldwide impacted our business in the first three months of Fiscal 2026, and are likely to continue to impact our business and the luxury accessories, footwear and apparel industry overall for the foreseeable future.

Purchases of discretionary luxury items, such as the accessories, footwear and apparel that we produce, tend to decline when disposable income is lower or when there are inflationary pressures or other economic uncertainty which could negatively affect our financial condition and results of operations.

Costs of manufacturing, tariffs and import regulations.

Our industry is subject to volatility in costs related to certain raw materials used in the manufacturing of our products primarily driven by commodity prices, as well as manufacturing labor costs.

In addition, our costs may be impacted by sanction tariffs imposed on our products due to changes in trade terms.

In April 2025, the U.S.

Government announced tariffs on imports from select countries.

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

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

Increased tariffs or other trade restrictions against countries where our products are manufactured, and/or any tariffs or other trade restrictions implemented by these countries in retaliation, could materially impact our revenue and profitability.

Foreign currency fluctuation.

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Disruptions or delays in shipping and distribution and other supply chain constraints .

Any disruptions in our shipping and distribution network, including port congestion, vessel availability, container shortages and temporary factory closures, could have a negative impact on our results of operations.

These disruptions include the recent attacks on commercial shipping vessels in the Red Sea that have led to disruption and instability in global supply chains, which have resulted in shipment delays.

These shipping disruptions have also resulted in, and may continue to result in, increased freight costs.

See Item 1A — “Risk Factors” — “We primarily use foreign manufacturing contractors and independent third-party agents to source our finished goods” and “Our business is subject to risks inherent in global sourcing activities, including disruptions or delays in manufacturing or shipments” of our Annual Report on Form 10-K for the fiscal year ended March 30, 2024 for additional discussion.

Costs of manufacturing, tariffs and import regulations.

Our industry is subject to volatility in costs related to certain raw materials used in the manufacturing of our products.

This volatility applies primarily to costs driven by commodity prices, which can increase or decrease dramatically over a short period of time.

In addition, our costs may be impacted by sanction tariffs imposed on our products due to changes in trade terms.

We rely on free trade agreements and other supply chain initiatives in order to maximize efficiencies relating to product importation.

We are also subject to government import regulations, including United States Customs and Border Protection (“CBP”) withhold release orders.

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

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

In addition, commodity prices and tariffs may have an adverse impact on our revenues, results of operations and cash flows.

We use commercially reasonable efforts to mitigate these effects by sourcing our products as efficiently as possible and diversifying the countries where we produce.

In addition, manufacturing labor costs are also subject to degrees of volatility based on local and global economic conditions.

We use commercially reasonable efforts to source from localities that suit our manufacturing standards and result in more favorable labor driven costs of our product.

Implementing and updating information technology systems.

During Fiscal 2024, we began implementing a new state of the art e-commerce platform across certain of our brands which was completed in Fiscal 2025.

While the new platform is designed to improve the user experience and enhance consumer engagement, the transition created unanticipated challenges which negatively impacted our results of operations.

The continued implementation of this platform may also negatively impact our future results of operations.

See Item 1A — “Risk Factors” — “A material delay or disruption in our information technology systems or e-commerce websites or our failure or inability to upgrade our information technology systems precisely and efficiently could have a material adverse effect on our business, results of operations and financial condition” of our Annual Report on Form 10-K for the fiscal year ended March 30, 2024 for additional discussion.

Disruptions in our shipping and distribution network, including at U.S.

ports and in the Red Sea, as well as port congestion, vessel availability, container shortages and temporary factory closures, have in the past impacted our business, and continued disruptions or delays could negatively impact on our results of operations in the future.

Segment Information

We operate in three reportable segments, which are as follows:

We generate revenue through the sale of Versace luxury accessories, ready-to-wear and footwear through directly operated Versace boutiques throughout North America (United States and Canada), certain parts of EMEA (Europe, Middle East and Africa) and certain parts of Asia (Asia and Oceania), 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), 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.

We generate revenue through the sale of Jimmy Choo luxury goods through directly operated Jimmy Choo retail and outlet stores throughout the Americas (United States, Canada and Latin America), certain parts of EMEA and certain parts of Asia, through our 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 tradename 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 products, including fragrances and eyewear.

We generate revenue through the sale of Michael Kors products through four primary Michael Kors retail formats:

“Collection” stores, “Lifestyle” stores (including concessions), outlet stores and e-commerce, through which we sell our products, as well as licensed products bearing our name, directly to consumers throughout the Americas, certain parts of EMEA and certain parts of Asia.

“Collection” stores, “Lifestyle” stores (including concessions), outlet stores and e-commerce sites, through which we sell our products, as well as licensed products bearing our name, directly to consumers throughout the Americas (United States, Canada and Latin America), certain parts of EMEA (Europe, Middle East and Africa) and certain parts of Asia (Asia and Oceania).

Our Michael Kors e-commerce business includes e-commerce sites in the United States, Canada, EMEA and Asia.

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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, as well as through geographic licensing arrangements, which allow third parties to use the Michael Kors tradename in connection with the retail and/or wholesale sales of our Michael Kors branded products in specific geographic regions.

We generate revenue through the sale of Jimmy Choo luxury goods through directly operated Jimmy Choo retail and outlet stores throughout the Americas, certain parts of EMEA and certain parts of Asia, through our 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 tradename 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.

We generate revenue through the sale of Versace luxury accessories, ready-to-wear and footwear through directly operated Versace boutiques throughout North America (United States and Canada), certain parts of EMEA and certain parts of Asia, as well as through Versace outlet stores and e-commerce sites.

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

Unallocated Corporate Expenses

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

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

In addition, certain other costs are not allocated to segments, including Merger related expenses, 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 our chief operating decision maker plans and allocates resources, manages the business and assesses performance.

The following table presents our total revenue and income from operations by segment 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 presents our total revenue and income from operations by segment for the three months ended June 28, 2025 and June 29, 2024 (in millions):

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

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)

(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.

Transaction related costs — (5)

Restructuring and other expense (1) (1)

Income from operations $ 16 $ 11

The following table presents our global network of retail stores by brand:

2024 December 30,

2025 June 29,

Number of full price retail stores (including concessions):

Versace 174 170

Jimmy Choo 168 180

Michael Kors 384 456

Number of outlet stores:

Versace 60 63

Jimmy Choo 161 170

Number of outlet stores:

Michael Kors 311 308

Jimmy Choo 56 57

Total number of retail stores 912 991

The following table presents our retail stores by geographic location:

December 28, 2024 December 30, 2023

Versace Jimmy Choo Michael Kors Versace Jimmy Choo Michael Kors

June 28, 2025 June 29, 2024

Michael Kors Jimmy Choo Michael Kors Jimmy Choo

Store count by region:

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We use a number of key indicators of operating results to evaluate our performance, including the following (dollars 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 $ 797 $ 848

Gross profit as a percent of total revenue 63.0 % 63.1 %

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

(Loss) income from operations as a percent of total revenue (46.8) % 8.5 % (18.7) % 7.7 %

Income from operations $ 16 $ 11

Income from operations as a percent of total revenue 2.0 % 1.3 %

We experience certain effects of seasonality with respect to our business.

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There have been no significant changes to our critical accounting policies and estimates since March 29, 2025.

Goodwill and Other Intangible Assets

We perform our 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, we identified impairment indicators due to the reduction of our 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 our brands.

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

We performed our goodwill impairment assessment for our Michael Kors reporting units using a qualitative assessment.

Based on the results of our qualitative impairment assessment, we 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.

We performed a quantitative impairment analyses for the Versace and Jimmy Choo reporting units, using a combination of income and market approaches to estimate the fair values of reporting units.

We also performed a quantitative impairment analysis for the Versace and Jimmy Choo brand intangible assets using an income approach to estimate the fair values.

Based on the results of these assessments, we determined there was no impairment for the Jimmy Choo Licensing reporting unit goodwill as the fair value exceeded the related carrying value.

However, we 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 we recorded impairment.

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 by placing a greater emphasis on luxury and craftsmanship.

Accordingly, we recorded goodwill impairment charges of $66 million related to the Jimmy Choo Wholesale reporting unit that has a remaining balance of $26 million.

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

We also recorded impairment charges of $15 million related to the Jimmy Choo Retail and Wholesale brand intangible assets that have remaining balances of $147 million and $52 million, respectively.

The impairment charges were recorded within impairment of assets on our consolidated statement of operations and comprehensive (loss) income for the period ended December 28, 2024.

Further, based on the results of these assessments, we determined that there was no impairment for the Versace Licensing reporting unit goodwill as the fair value exceeded the related carrying value.

However, the fair value of 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, we recorded goodwill impairment charges of $364 million related to the Versace Retail and Wholesale reporting units goodwill that have remaining balances of $97 million and $22 million, respectively.

We also recorded impairment charges of $216 million related to the Versace Retail and Wholesale brand intangible assets that have remaining balances of $351 million and $85 million, respectively.

The impairment charges were recorded within impairment of assets on our consolidated statement of operations and comprehensive (loss) income for the period ended December 28, 2024.

It is possible that our conclusions regarding impairment or recoverability of goodwill or other intangible assets could change in future periods if, for example, (i) our businesses do not perform as projected, (ii) overall economic conditions in future years vary from current assumptions, (iii) business conditions or strategies change from our current assumptions, (iv) discount rates change, (v) market multiples change or (vi) the identification of our reporting units change, among other factors.

Such changes could result in a future impairment charge of goodwill or other intangible assets.

Results of Operations

Comparison of the three months ended December 28, 2024 with the three months ended December 30, 2023

The following table details the results of our operations for the three months ended December 28, 2024 and December 30, 2023, and expresses the relationship of certain line items to total revenue as a percentage (dollars in millions):

Comparison of the three months ended June 28, 2025 with the three months ended June 29, 2024

The following table details the results of our operations for the three months ended June 28, 2025 and June 29, 2024, and expresses the relationship of certain line items to total revenue as a percentage (dollars in millions):

Three Months Ended $ Change % Change % of Total Revenue for

the Three Months Ended

2024 December 30,

2023 December 28,

2024 December 30,

2025 June 29,

2024 June 28,

2025 June 29,

Statements of Operations Data:

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Depreciation and amortization 30 32 (2) (6.3) % 3.8 % 3.8 %

Impairment of assets 675 6 669 NM 53.5 % 0.4 %

Restructuring and other (income) expense (2) 5 (7) NM (0.2) % 0.4 %

Total operating expenses 1,402 806 596 73.9 % NM 56.5 %

(Loss) income from operations (590) 122 (712) NM (46.8) % 8.5 %

Interest (income) expense, net (8) 1 (9) NM (0.6) % 0.1 %

Foreign currency loss (gain) 23 (2) 25 NM 1.8 % (0.1) %

(Loss) income before income taxes (605) 123 (728) NM (48.0) % 8.6 %

Restructuring and other expense 1 1 — — % 0.1 % 0.1 %

Total operating expenses 486 524 (38) (7.3) % 61.0 % 61.8 %

Income from operations 16 11 5 45.5 % 2.0 % 1.3 %

Other income, net (1) — (1) NM (0.1) % — %

Interest income, net (18) (4) (14) NM (2.3) % (0.5) %

Foreign currency (gain) loss (5) 4 (9) NM (0.6) % 0.5 %

Income from continuing operations before income taxes 40 11 29 NM 5.0 % 1.3 %

(Benefit) provision for income taxes (16) 6 (22) NM (2.0) % 0.7 %

Net (loss) income (546) 105 (651) NM

Net income attributable to noncontrolling interest 1 — 1 NM

Net (loss) income attributable to Capri $ (547) $ 105 $ (652) NM

Net income from continuing operations 56 5 51 NM

Net loss from discontinued operations, net of tax (3) (17) 14 (82.4) %

Net income (loss) 53 (12) 65 NM

Net income attributable to noncontrolling interest from continuing operations — 2 (2) (100.0) %

Net income (loss) attributable to Capri $ 53 $ (14) $ 67 NM

NM Not meaningful

Total Revenue

Total revenue decreased $166 million, or 11.6%, to $1.261 billion for the three months ended December 28, 2024, compared to $1.427 billion for the three months ended December 30, 2023, which included net unfavorable foreign currency effects of approximately $4 million, as a result of the strengthening of the United States dollar compared to the Euro and Japanese Yen for the three months ended December 28, 2024.

On a constant currency basis, our total revenue decreased $162 million, or 11.4%.

The decrease is primarily attributable to an overall slowdown in demand for luxury fashion goods globally, as well as the result of certain strategic initiatives previously put in place at Versace and Michael Kors that did not perform as expected.

Three Months Ended % Change

(in millions) December 28,

2024 December 30,

(in millions) June 28,

2025 June 29,

2024 $ Change As

Reported Constant

Versace $ 193 $ 227 $ (34) (15.0) % (15.0) %

Jimmy Choo 159 166 (7) (4.2) % (4.2) %

Michael Kors $ 635 $ 675 $ (40) (5.9) % (7.3) %

Jimmy Choo 162 173 (11) (6.4) % (9.2) %

Total revenue $ 797 $ 848 $ (51) (6.0) % (7.7) %

• Versace revenues decreased $34 million, or 15.0%, to $193 million on both a reported and constant currency basis for the three months ended December 28, 2024, compared to $227 million for the three months ended

December 30, 2023, primarily due to softening demand globally for fashion luxury goods along with Versace’s recent efforts to reposition the brand to place a greater emphasis on luxury and craftsmanship.

• Jimmy Choo revenues decreased $7 million, or 4.2%, to $159 million on both a reported and constant currency basis for the three months ended December 28, 2024, compared to $166 million for the three months ended December 30, 2023, primarily attributable to lower revenues in Asia and the Americas partially offset by higher revenues in EMEA.

• Michael Kors revenue decreased $125 million, or 12.1%, to $909 million for the three months ended December 28, 2024, compared to $1.034 billion for the three months ended December 30, 2023, which included unfavorable foreign currency effects of $4 million.

On a constant currency basis, revenue decreased $121 million, or 11.7%, primarily due to softening demand globally for fashion luxury goods, as well as the result of certain strategic initiatives previously put in place at Michael Kors that did not perform as expected.

Gross profit decreased $116 million, or 12.5%, to $812 million for the three months ended December 28, 2024, compared to $928 million for the three months ended December 30, 2023, which included net unfavorable foreign currency effects of $2 million.

Gross profit as a percentage of total revenue was 64.4% and 65.0% for the three months ended December 28, 2024 and December 30, 2023, respectively.

The gross profit margin decrease was primarily related to lower full price sell-throughs for the three months ended December 28, 2024, as compared to the three months ended December 30, 2023.

Total Operating Expenses

Total operating expenses increased $596 million, or 73.9%, to $1.402 billion for the three months ended December 28, 2024, compared to $806 million for the three months ended December 30, 2023.

Our operating expenses included a net favorable foreign currency impact of approximately $1 million.

Total operating expenses increased to 111.2% as a percentage of total revenue for the three months ended December 28, 2024, compared to 56.5% for the three months ended December 30, 2023.

The components that comprise total operating expenses are explained below.

Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased $69 million, or 9.2%, to $680 million for the three months ended December 28, 2024, compared to $749 million for the three months ended December 30, 2023, primarily due to decreased retail store costs, marketing spend and unallocated corporate expenses for the three months ended December 28, 2024.

As a percentage of total revenue, selling, general and administrative expenses increased to 53.9% for the three months ended December 28, 2024, compared to 52.5% for the three months ended December 30, 2023, primarily due to deleveraging of expenses on lower revenues for the three months ended December 28, 2024.

Unallocated corporate expenses, which are included within selling, general and administrative expenses discussed above, but are not directly attributable to a reportable segment, decreased $17 million, or 25.0%, to $51 million for the three months ended December 28, 2024 as compared to $68 million for the three months ended December 30, 2023, primarily due to a decrease in professional fees and information technology costs related to certain Capri transformation projects which are now complete.

Impairment of Assets

For the three months ended December 28, 2024, we recognized asset impairment charges of $675 million primarily related to the impairment of the Jimmy Choo Wholesale and Versace Retail and Wholesale reporting units’ goodwill and Versace and Jimmy Choo brand intangible assets.

For the three months ended December 30, 2023, we recognized asset impairment charges of $6 million primarily related to operating lease right-of-use assets at certain Versace and Michael Kors store locations.

See Note 12 to the accompanying consolidated financial statements for additional information.

Restructuring and Other (Income) Expense

During the three months ended December 28, 2024, we recorded income of $2 million primarily related to gains on lease terminations partially offset by severance and store closure costs.

During the three months ended December 30, 2023, we recorded expenses of $5 million primarily related to equity awards associated with the acquisition of Versace.

Total revenue decreased $51 million, or 6.0%, to $797 million for the three months ended June 28, 2025, compared to $848 million for the three months ended June 29, 2024, which included net favorable foreign currency effects of approximately $14 million, as a result of the weakening of the United States dollar compared to all major currencies in which we operate.

On a constant currency basis, our total revenue decreased $65 million, or 7.7%.

• Michael Kors revenue decreased $40 million, or 5.9%, to $635 million for the three months ended June 28, 2025, compared to $675 million for the three months ended June 29, 2024, which included favorable foreign currency effects of $9 million.

On a constant currency basis, revenue decreased $49 million, or 7.3%, primarily attributable to a continued slowdown in demand for fashion luxury goods, particularly in North America and Asia, as well as the result of certain strategic initiatives previously put in place at Michael Kors that did not perform as expected, partially offset by increased revenue in EMEA.

See Note 5 to the accompanying consolidated financial statements for additional information.

Restructuring and other (income) expense is not evaluated as part of our reportable segments’ results (See Segment Information above for additional information).

(Loss) Income from Operations

As a result, loss from operations was $590 million for three months ended December 28, 2024, compared to income from operations of $122 million for the three months ended December 30, 2023.

Loss from operations as a percentage of total revenue was 46.8% for the three months ended December 28, 2024, compared to income from operations of 8.5% for the three months ended December 30, 2023.

See Segment Information above for a reconciliation of our segment operating income to total operating (loss) income.

• Jimmy Choo revenues decreased $11 million, or 6.4%, to $162 million for the three months ended June 28, 2025, compared to $173 million for the three months ended June 29, 2024, which included favorable foreign currency effects of $5 million.

On a constant currency basis, revenue decreased $16 million, or 9.2%, primarily attributable to a continued slowdown in demand for fashion luxury goods, particularly in North America and Asia.

Three Months Ended

(in millions) December 28,

2024 December 30,

(in millions) June 28,

2025 June 29,

2024 $ Change % Change

Income (loss) from operations:

Versace $ (21) $ (14) $ (7) 50.0 %

Jimmy Choo (6) 4 (10) NM

Gross Profit:

Michael Kors $ 388 $ 419 $ (31) (7.4) %

Total segment income from operations $ 120 $ 209 $ (89) (42.6) %

Operating Margin:

Versace (10.9) % (6.2) %

Jimmy Choo 114 116 (2) (1.7) %

Total gross profit $ 502 $ 535 $ (33) (6.2) %

Gross Profit Margin:

Michael Kors 61.1 % 62.1 %

NM Not meaningful

• Versace recorded a loss from operations of $21 million for the three months ended December 28, 2024, compared to $14 million for the three months ended December 30, 2023.

Operating margin decreased from a loss of 6.2% for the three months ended December 30, 2023, to an operating loss of 10.9% for the three months ended December 28, 2024, primarily due to deleveraging of operating expenses on lower revenues compared to the prior year, partially offset by lower marketing expenses.

• Jimmy Choo recorded a loss from operations of $6 million for the three months ended December 28, 2024, compared to income of $4 million for the three months ended December 30, 2023.

Operating margin decreased from 2.4% for the three months ended December 30, 2023 to an operating loss of 3.8% for the three months ended December 28, 2024, primarily due to deleveraging of operating expenses on lower revenues.

• Michael Kors recorded income from operations of $147 million for the three months ended December 28, 2024, compared to $219 million for the three months ended December 30, 2023.

Operating margin decreased from 21.2% for the three months ended December 30, 2023, to 16.2% for the three months ended December 28, 2024, primarily due to deleveraging of operating expenses on lower revenues compared to the prior year.

Interest (Income) Expense, net

For the three months ended December 28, 2024, we recognized $8 million of interest income compared to $1 million of interest expense for the three months ended December 30, 2023.

The $9 million improvement in interest (income) expense, net, is primarily due to higher interest income from our net investment hedges and lower average borrowings and effective interest rates on our outstanding debt (see Note 10 and Note 13 to the accompanying consolidated financial statements for additional information).

Foreign Currency Loss (Gain)

For the three months ended December 28, 2024, we recognized a net foreign currency loss of $23 million compared to a gain of $2 million for the three months ended December 30, 2023, primarily attributable to the remeasurement of intercompany transactions with certain of our subsidiaries.

(Benefit) Provision for Income Taxes

The benefit for income taxes was $59 million on a pre-tax loss of $605 million for the three months ended December 28, 2024, compared to a provision of $18 million on pre-tax income of $123 million for the three months ended December 30, 2023.

Our effective tax rate for the three months ended December 28, 2024 compared to our effective tax rate for the three months ended December 30, 2023 is not a meaningful metric due to the pre-tax loss in the current year and pre-tax income for the prior year.

Our effective tax 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 the three months ended December 28, 2024.

Our effective tax rate may fluctuate from time to time due to the effects of changes in United States federal, state and local taxes and tax rates in foreign jurisdictions.

In addition, factors such as the geographic mix of earnings, enacted tax legislation and the results of various global tax strategies, may also impact our effective tax rate in future periods.

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

The changes related to disregarded payment losses could impact how we utilize certain deductions and losses to offset our U.S.

income as part of our global financing activities beginning in Fiscal 2027.

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

Net (Loss) Income Attributable to Capri

As a result of the foregoing, our net loss was $547 million for the three months ended December 28, 2024, compared to net income of $105 million for the three months ended December 30, 2023.

Results of Operations

Comparison of the nine months ended December 28, 2024 with the nine months ended December 30, 2023

The following table details the results of our operations for the nine months ended December 28, 2024 and December 30, 2023, and expresses the relationship of certain line items to total revenue as a percentage (dollars in millions):

Nine Months Ended $ Change % Change % of Total Revenue for the Nine Months Ended

2024 December 30,

2023 December 28, 2024 December 30, 2023

Statements of Operations Data:

Total revenue $ 3,407 $ 3,947 $ (540) (13.7) %

Cost of goods sold 1,212 1,375 (163) (11.9) % 35.6 % 34.8 %

Gross profit 2,195 2,572 (377) (14.7) % 64.4 % 65.2 %

Selling, general and administrative expenses 1,968 2,102 (134) (6.4) % 57.8 % 53.3 %

Depreciation and amortization 145 139 6 4.3 % 4.3 % 3.5 %

Impairment of assets 718 26 692 NM 21.1 % 0.7 %

Restructuring and other expense — 3 (3) NM — % 0.1 %

Total operating expenses 2,831 2,270 561 24.7 % 83.1 % 57.5 %

(Loss) income from operations (636) 302 (938) NM (18.7) % 7.7 %

Interest (income) expense, net (22) 12 (34) NM (0.6) % 0.3 %

Foreign currency loss 11 16 (5) (31.3) % 0.3 % 0.4 %

(Loss) income before income taxes (625) 274 (899) NM (18.3) % 6.9 %

(Benefit) provision for income taxes (90) 31 (121) NM (2.6) % 0.8 %

Net (loss) income (535) 243 (778) NM

Net income attributable to noncontrolling interest 2 — 2 NM

Net (loss) income attributable to Capri $ (537) $ 243 $ (780) NM

NM Not meaningful

Total Revenue

Total revenue decreased $540 million, or 13.7%, to $3.407 billion for the nine months ended December 28, 2024, compared to $3.947 billion for the nine months ended December 30, 2023, which included net unfavorable foreign currency effects of approximately $17 million, as a result of the strengthening of the United States dollar compared to all major currencies in which we operate for the nine months ended December 28, 2024.

On a constant currency basis, our total revenue decreased $523 million, or 13.3%.

Nine Months Ended % Change

(in millions) December 28,

2024 December 30,

2023 $ Change As

Reported Constant

Versace $ 613 $ 766 $ (153) (20.0) % (19.6) %

Jimmy Choo 70.4 % 67.1 %

Michael Kors 2,322 2,700 (378) (14.0) % (13.6) %

Total revenue $ 3,407 $ 3,947 $ (540) (13.7) % (13.3) %

• Versace revenues decreased $153 million, or 20.0%, to $613 million for the nine months ended December 28, 2024, compared to $766 million for the nine months ended December 30, 2023, which included unfavorable foreign currency effects of $3 million.

On a constant currency basis, revenue decreased $150 million, or 19.6%, primarily due to softening demand globally for fashion luxury goods along with Versace’s recent efforts to reposition the brand to place a greater emphasis on luxury and craftsmanship.

• Jimmy Choo revenues decreased $9 million, or 1.9%, to $472 million for the nine months ended December 28, 2024, compared to $481 million for the nine months ended December 30, 2023, which included unfavorable foreign currency effects of $2 million.

On a constant currency basis, revenue decreased $7 million, or 1.5%, primarily attributable to lower revenues in Asia and the Americas partially offset by higher revenues in EMEA.

• Michael Kors revenues decreased $378 million, or 14.0%, to $2.322 billion for the nine months ended December 28, 2024, compared to $2.700 billion for the nine months ended December 30, 2023, which included unfavorable foreign currency effects of $12 million.

On a constant currency basis, revenue decreased $366 million, or 13.6%, primarily due to softening demand globally for fashion luxury goods, as well as the result of certain strategic initiatives previously put in place at Michael Kors that did not perform as expected.

Gross profit decreased $377 million, or 14.7%, to $2.195 billion for the nine months ended December 28, 2024, compared to $2.572 billion for the nine months ended December 30, 2023, which included net unfavorable foreign currency effects of $7 million.

Gross profit as a percentage of total revenue was 64.4% for the nine months ended December 28, 2024, compared to 65.2% for the nine months ended December 30, 2023.

The decrease in gross profit margin primarily related to lower full price sell-throughs partially offset by favorable channel mix for the nine months ended December 28, 2024, as compared to the nine months ended December 30, 2023.

Gross profit decreased $33 million, or 6.2%, to $502 million for the three months ended June 28, 2025, compared to $535 million for the three months ended June 29, 2024, which included net favorable foreign currency effects of $9 million.

Gross profit as a percentage of total revenue was 63.0% and 63.1% for the three months ended June 28, 2025 and June 29, 2024, respectively.

• Michael Kors gross profit decreased $31 million, or 7.4%, to $388 million for the three months ended June 28, 2025, compared to $419 million for the three months ended June 29, 2024.

The 100 basis point decrease in gross profit margin was primarily attributable to lower initial markups associated with our new pricing strategy and the unfavorable impact of recently enacted tariffs.

• Jimmy Choo gross profit decreased $2 million, or 1.7%, to $114 million for the three months ended June 28, 2025, compared to $116 million for the three months ended June 29, 2024.

The 330 basis point increase in gross profit margin was primarily attributable to favorable channel mix compared to the prior year.

Total Operating Expenses

Total operating expenses increased $561 million, or 24.7%, to $2.831 billion for the nine months ended December 28, 2024, compared to $2.270 billion for the nine months ended December 30, 2023.

Our operating expenses included a net favorable foreign currency impact of approximately $6 million.

Total operating expenses increased to 83.1% as a percentage of total revenue for the nine months ended December 28, 2024, compared to 57.5% for the nine months ended December 30, 2023.

Total operating expenses decreased $38 million, or 7.3%, to $486 million for the three months ended June 28, 2025, compared to $524 million for the three months ended June 29, 2024.

Our operating expenses included a net unfavorable foreign currency impact of approximately $7 million.

Total operating expenses decreased to 61.0% as a percentage of total revenue for the three months ended June 28, 2025, compared to 61.8% for the three months ended June 29, 2024.

The components that comprise total operating expenses are explained below.

Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased $134 million, or 6.4%, to $1.968 billion for the nine months ended December 28, 2024, compared to $2.102 billion for the nine months ended December 30, 2023, primarily due to the timing of marketing spend in the prior year, particularly related to the timing of the Versace fall fashion show, decreased retail store costs and decreased unallocated corporate expenses.

As a percentage of total revenue, selling, general and administrative expenses increased to 57.8% for the nine months ended December 28, 2024, compared to 53.3% for the nine months ended December 30, 2023, primarily due to deleveraging of expenses on lower revenues for the nine months ended December 28, 2024.

Unallocated corporate expenses, which are included within selling, general and administrative expenses discussed above, but are not directly attributable to a reportable segment, decreased $32 million, or 15.2%, to $178 million for the nine months ended December 28, 2024 as compared to $210 million for the nine months ended December 30, 2023, primarily due to a decrease in professional fees and information technology costs related to certain Capri transformation projects which are now complete.

Impairment of Assets

For the nine months ended December 28, 2024, we recognized asset impairment charges of $718 million primarily related to the impairment of the Jimmy Choo Wholesale and Versace Retail and Wholesale reporting units’ goodwill and Versace and Jimmy Choo brand intangible assets as well as operating lease right-of-use assets at certain Versace and Michael Kors store locations.

For the nine months ended December 30, 2023, we recognized asset impairment charges of $26 million primarily related to operating lease right-of-use assets at certain Versace and Michael Kors store locations.

See Note 12 to the accompanying consolidated financial statements for additional information.

Three Months Ended

(in millions) June 28,

2025 June 29,

2024 $ Change % Change

Selling, general and administrative expenses:

Michael Kors $ 307 $ 324 $ (17) (5.2) %

Jimmy Choo 103 105 (2) (1.9) %

Corporate 45 62 (17) (27.4) %

Total selling, general and administrative expenses $ 455 $ 491 $ (36) (7.3) %

Selling, general and administrative expenses decreased $36 million, or 7.3%, to $455 million for the three months ended June 28, 2025, compared to $491 million for the three months ended June 29, 2024.

As a percentage of total revenue,

selling, general and administrative expenses decreased to 57.1% for the three months ended June 28, 2025, compared to 57.9% for the three months ended June 29, 2024.

• Michael Kors selling, general and administrative expenses decreased $17 million, or 5.2%, to $307 million for the three months ended June 28, 2025, compared to $324 million for the three months ended June 29, 2024.

The decrease was primarily due to cost savings initiatives which resulted in lower personnel expenses and retail store related costs compared to the prior year.

• Jimmy Choo selling, general and administrative expenses decreased $2 million, or 1.9%, to $103 million for the three months ended June 28, 2025, compared to $105 million for the three months ended June 29, 2024.

The decrease was primarily due to cost savings initiatives which resulted in lower retail store related costs compared to the prior year.

Unallocated corporate expenses, which are included within selling, general and administrative expenses discussed above, but are not directly attributable to a reportable segment, decreased $17 million, or 27.4%, to $45 million for the three months ended June 28, 2025 as compared to $62 million for the three months ended June 29, 2024, primarily due to a decrease in professional fees related to certain Capri transformation projects which are now complete and the absence of transaction related costs incurred in the prior year.

Restructuring and Other Expense

During the nine months ended December 28, 2024, we recorded immaterial net restructuring and other expense which was the result of gains on lease terminations fully offset by severance and store closure costs.

During the nine months ended December 30, 2023, we recorded expense 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.

During each of the three months ended June 28, 2025 and June 29, 2024, we recorded expense of $1 million primarily related to store closure costs, partially offset by gains on lease terminations.

See Note 10 to the accompanying consolidated financial statements for additional information.

Restructuring and other expense is not evaluated as part of our reportable segments’ results (see Segment Information above for additional information).

(Loss) Income from Operations

As a result, loss from operations was $636 million for the nine months ended December 28, 2024, compared to income from operations of $302 million for the nine months ended December 30, 2023.

Loss from operations as a percentage of total revenue was 18.7% for the nine months ended December 28, 2024, compared to income from operations of 7.7% for the nine months ended December 30, 2023.

See Segment Information above for a reconciliation of our segment operating income to total operating (loss) income.

Nine Months Ended

(in millions) December 28,

2024 December 30,

Income from Operations

Three Months Ended

(in millions) June 28,

2025 June 29,

2024 $ Change % Change

Income (loss) from operations:

Versace $ (41) $ 24 $ (65) NM

Jimmy Choo (7) 11 (18) NM

Income from operations:

Michael Kors $ 63 $ 75 $ (12) (16.0) %

Total segment income from operations $ 261 $ 553 $ (292) (52.8) %

Operating Margin:

Versace (6.7) % 3.1 %

Jimmy Choo 4 4 — — %

67 79 (12) (15.2) %

Unallocated corporate and other expenses, net (1)

(51) (68) 17 (25.0) %

Income from operations $ 16 $ 11 $ 5 45.5 %

Operating Margin:

Michael Kors 9.9 % 11.1 %

NM Not meaningful

• Versace recorded a loss from operations of $41 million for the nine months ended December 28, 2024, compared to income of $24 million for the nine months ended December 30, 2023.

Operating margin decreased from 3.1% for the nine months ended December 30, 2023, to an operating loss of 6.7% for the nine months ended December 28, 2024, primarily due to deleveraging of operating expenses on lower revenues partially offset by lower marketing expenses compared to the prior year as noted above.

• Jimmy Choo recorded a loss from operations of $7 million for the nine months ended December 28, 2024, compared to income of $11 million for the nine months ended December 30, 2023.

Operating margin decreased from 2.3% for the nine months ended December 30, 2023, to an operating loss of 1.5% for the nine months ended December 28, 2024, primarily due to increased retail store costs.

• Michael Kors recorded income from operations of $309 million for the nine months ended December 28, 2024, compared to $518 million for the nine months ended December 30, 2023.

Operating margin decreased from 19.2% for the nine months ended December 30, 2023, to 13.3% for the nine months ended December 28, 2024, primarily due to deleveraging of operating expenses on lower revenues compared to the prior year partially offset by lower retail store and marketing expenses.

Interest (Income) Expense, net

We recognized $22 million of interest income for the nine months ended December 28, 2024 compared to $12 million of interest expense for the nine months ended December 30, 2023.

The $34 million improvement in interest (income) expense, net, is primarily due to higher interest income from our net investment hedges and lower average borrowings and effective interest

rates on our outstanding debt (see Note 10 and Note 13 to the accompanying consolidated financial statements for additional information).

Foreign Currency Loss

For the nine months ended December 28, 2024 and December 30, 2023, we recognized a net foreign currency loss of $11 million and $16 million, respectively, primarily attributable to the remeasurement of intercompany transactions with certain of our subsidiaries.

Jimmy Choo 2.5 % 2.3 %

(1) Certain corporate costs are not directly attributable to our brands and, therefore, are not allocated to segments.

See Note 18 to the accompanying consolidated financial statements for additional information.

Income from operations was $16 million for the three months ended June 28, 2025, compared to $11 million for the three months ended June 29, 2024.

Income from operations as a percentage of total revenue was 2.0% for the three months ended June 28, 2025, compared to 1.3% for the three months ended June 29, 2024.

• Michael Kors recorded income from operations of $63 million for the three months ended June 28, 2025, compared to $75 million for the three months ended June 29, 2024.

Operating margin decreased from 11.1% for the three months ended June 29, 2024, to 9.9% for the three months ended June 28, 2025, primarily due to deleveraging of operating expenses on lower revenues compared to the prior year.

• Jimmy Choo recorded income from operations of $4 million for both the three months ended June 28, 2025 and June 29, 2024.

Operating margin increased from 2.3% for the three months ended June 29, 2024 to 2.5% for the three months ended June 28, 2025, primarily due to favorable channel mix.

Interest Income, net

For the three months ended June 28, 2025, we recognized $18 million of interest income compared to $4 million of interest income for the three months ended June 29, 2024.

The $14 million improvement in interest income, net, is primarily due to higher interest income from our net investment hedges and lower average borrowings and effective interest rates on our outstanding debt (see Note 11 and Note 14 to the accompanying consolidated financial statements for additional information).

Foreign Currency (Gain) Loss

For the three months ended June 28, 2025, we recognized a net foreign currency gain of $5 million compared to a loss of $4 million for the three months ended June 29, 2024, primarily attributable to the remeasurement of intercompany balances between certain of our subsidiaries.

(Benefit) Provision for Income Taxes

The benefit for income taxes was $90 million on a pre-tax loss of $625 million for the nine months ended December 28, 2024, compared to a provision of $31 million on pre-tax income of $274 million for the nine months ended December 30, 2023.

Our effective tax rate for the nine months ended December 28, 2024 compared to our effective tax rate for the nine months ended December 30, 2023 is not a meaningful metric due to the pre-tax loss in the current year and pre-tax income for the prior year.

Our effective tax rate differs from the 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 the nine months ended December 28, 2024.

Our effective tax rate may fluctuate from time to time due to the effects of changes in United States federal, state and local taxes and tax rates in foreign jurisdictions.

In addition, factors such as the geographic mix of earnings, enacted tax legislation and the results of various global tax strategies, may also impact our effective tax rate in future periods.

The benefit for income taxes was $16 million with an effective tax rate of (40)% for the three months ended June 28, 2025, compared to a provision of $6 million with an effective tax rate of 55% for the three months ended June 29, 2024.

In the current year, the decrease in our effective tax rate was primarily related to a reduction in our net valuation allowance during the period.

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.

We are evaluating the future impact of these tax law changes on our 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.

2 unchanged sentences

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

Net (Loss) Income Attributable to Capri

As a result of the foregoing, our net loss was $537 million for the nine months ended December 28, 2024, compared to net income of $243 million for the nine months ended December 30, 2023.

Our effective tax rate may fluctuate from time to time due to the effects of changes in United States federal, state and local taxes and tax rates in foreign jurisdictions.

In addition, factors such as the geographic mix of earnings, enacted tax legislation and the results of various global tax strategies, may also impact our effective tax rate in future periods.

Net Income from Continuing Operations

As a result of the above, our net income was $56 million for the three months ended June 28, 2025, compared to net income of $5 million for the three months ended June 29, 2024.

Liquidity and Capital Resources

1 unchanged sentence

Our primary use of this liquidity is to fund the ongoing cash requirements, including our working capital needs and capital investments in our business, debt repayments, acquisitions, returns of capital, including share repurchases and other corporate activities.

We believe that the cash generated from our operations, together with borrowings available under our revolving credit facilities and 364 Day Term Loan and available cash and cash equivalents, will be sufficient to meet our working capital needs for the next 12 months and beyond, including investments made and expenses incurred in connection with our store opening and renovation plans, investments in corporate and distribution facilities, continued IT system development, e-commerce and marketing initiatives.

We spent $101 million on capital expenditures during the nine months ended December 28, 2024.

The Capri transformation program represents a multi-year, multi-project initiative intended to improve the operating effectiveness and efficiency of our organization by creating best in class shared platforms across our brands and by expanding our digital capabilities.

These initiatives cover multiple aspects of our operations including supply chain, marketing, omni-channel customer experience, e-commerce, data analytics and IT infrastructure.

During Fiscal 2024, the remaining operational and IT transformation projects were paused and we will reassess this program, along with related timing, during Fiscal 2026.

We believe that the cash generated from our operations, together with borrowings available under our revolving credit facilities and available cash and cash equivalents, will be sufficient to meet our working capital needs for the next 12 months and beyond, including investments made and expenses incurred in connection with our store opening and renovation plans, investments in corporate and distribution facilities, continued IT system development, e-commerce and marketing initiatives.

We spent $13 million on capital expenditures during the three months ended June 28, 2025.

We expect to spend approximately $110 million in Fiscal 2026, which includes Michael Kors and Jimmy Choo store renovations, as well as information technology and digital enhancements.

The following table sets forth key indicators of our liquidity and capital resources (in millions):

6 unchanged sentences

Long-term debt $ 1,650 $ 1,466

Nine Months Ended

2024 December 30,

Cash Flows Provided by (Used In):

Three Months Ended

2025 June 29,

Cash Flows Data:

Operating activities $ 20 $ 66

2 unchanged sentences

Effect of exchange rate changes $ (32) $ (5)

Net increase (decrease) in cash and cash equivalents $ 160 $ (1)

Net increase in cash and cash equivalents (1)

(1) Net increase in cash and cash equivalents is presented on a continuing basis which differs from the Consolidated Statements of Cash Flows which is presented on a consolidated basis including discontinued operations.

Cash Provided by Operating Activities

Net cash provided by operating activities was $442 million during the nine months ended December 28, 2024, as compared to net cash provided by in operating activities of $265 million for the nine months ended December 30, 2023.

The increase in net cash provided by operating activities was primarily attributable to timing of payments due to improved management of Accounts Payable and Accounts Receivable in the current year, partially offset by a decrease in our net income after non-cash adjustments.

Net cash provided by operating activities was $20 million during the three months ended June 28, 2025, as compared to net cash provided by in operating activities of $66 million for the three months ended June 29, 2024.

The decrease in net cash provided by operating activities was primarily attributable to earlier receipt of inventory in the current year along with the timing of tax payments made compared to the prior year.

Cash Used in Investing Activities

Net cash used in investing activities was $68 million during the nine months ended December 28, 2024, as compared to net cash used in investing activities of $139 million during the nine months ended December 30, 2023.

The decrease in net cash used in investing activities was primarily attributable the receipt of $42 million related to the settlement of certain net investment hedges and lower capital expenditures of $38 million, partially offset by $9 million of acquisition related payments compared to prior year.

Cash Used in Financing Activities

Net cash used in financing activities was $212 million during the nine months ended December 28, 2024, as compared to net cash used in financing activities of $116 million during the nine months ended December 30, 2023.

The increase in cash used by financing activities of $96 million was primarily attributable to higher debt repayments of $196 million partially offset by a decrease in cash used to repurchase our ordinary shares of $103 million compared to prior year.

Net cash used in investing activities was $13 million during the three months ended June 28, 2025, as compared to net cash used in investing activities of $25 million during the three months ended June 29, 2024.

The decrease in net cash used in investing activities was primarily attributable to the $9 million acquisition of an Italian shoe manufacturer in the prior year.

Cash Provided by (Used in) Financing Activities

Net cash provided by financing activities was $94 million during the three months ended June 28, 2025, as compared to net cash used in financing activities of $9 million during the three months ended June 29, 2024.

The increase in cash provided by financing activities of $103 million was primarily attributable to higher net debt borrowings of $101 million.

Debt Facilities

The following table presents a summary of our borrowing capacity and amounts outstanding as of December 28, 2024 and March 30, 2024 (in millions):

The following table presents a summary of our borrowing capacity and amounts outstanding as of June 28, 2025 and March 29, 2025 (in millions):

2025 March 29,

Senior Unsecured Revolving Credit Facility:

Revolving Credit Facility (excluding up to a $500 million accordion feature) (1)

Revolving Credit Facility (1)

Total availability $ 1,500 $ 1,500

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Remaining availability $ 586 $ 744

364 Day Term Loan ($450 million) (3)

Borrowings outstanding, net of debt issuance costs (1)

Versace Term Loan (450 Million Euro) (3)

2025 Term Loans

Borrowings outstanding, net of debt issuance costs (2)

Senior Notes due 2024 (3)

Borrowings outstanding, net of debt issuance costs and discount amortization $ — $ 450

Other Borrowings (3)

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Remaining availability (1.0 billion Japanese Yen) $ 7 $ 7

Versace Uncommitted Credit Facilities:

Total availability (40 million Euro) (6)

Borrowings outstanding — —

Remaining availability (40 million Euro) $ 42 $ 43

Total borrowings outstanding (1)

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Total remaining availability $ 610 $ 767

(1) The financial covenant in our 2022 Credit Facility requires us to comply with the quarterly maximum net leverage ratio test of 4.00 to 1.0.

As of December 28, 2024 and March 30, 2024, we were in compliance with all covenants related to the agreements then in effect governing our debt.

On August 23, 2024, we entered into a first incremental term loan amendment to provide for a $450 million 364 Day Term Loan which utilized the $500 million accordion feature.

The $500 million accordion feature was fully available to us as of March 30, 2024.

See Note 10 to the accompanying consolidated financial statements for additional information.

(2) As of December 28, 2024 and March 30, 2024, all amounts are recorded as long-term debt on our consolidated balance sheets, besides the Senior Notes, due in November 2024, which are recorded within short-term debt on our consolidated balance sheets as of March 30, 2024.

(3) During the third quarter of Fiscal 2025, we fully utilized our 364 Day Term Loan to repay our $450 million Senior Notes due in November 2024.

The 364 Day Term Loan was recorded within long-term debt on our consolidated balance sheets as of December 28, 2024 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 to the accompanying consolidated financial statements for additional information.

(4) On December 5, 2022, Gianni Versace S.r.l., our wholly owned subsidiary, entered into a credit facility, which provides a senior unsecured term loan in an aggregate principal amount of €450 million.

As of December 28, 2024, all amounts are recorded within long-term debt on our 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.

(1) The financial covenant in our 2025 Credit Facilities requires us to comply with a quarterly maximum net leverage ratio test of 4.0 to 1.0.

The Revolving Credit Facility excludes up to a $750 million accordion feature as of June 28, 2025 and March 29, 2025, respectively.

As of June 28, 2025 and March 29, 2025, we were in compliance with all covenants related to our agreements then in effect governing our debt.

See Note 11 to the accompanying consolidated financial statements for additional information.

As of March 30, 2024, all amounts are recorded as long-term debt on our consolidated balance sheets.

(5) The balance as of December 28, 2024 consists of $25 million related to our supplier financing program recorded within short-term debt on our consolidated balance sheets, $9 million related to the sale of certain Versace tax receivables, recorded within long-term debt on our consolidated balance sheets and $7 million of other loans recorded as long-term debt on our consolidated balance sheets.

The balance as of March 30, 2024 consists of $11 million related to our supplier finance program recorded within short-term debt on our consolidated balance sheets, $11 million related to the sale of certain Versace tax receivables, with $1 million and $10 million recorded within short-term debt and long-term debt, respectively, and $2 million of other loans recorded as long-term debt on our consolidated balance sheets.

(6) The balance as of December 28, 2024 and March 30, 2024 represents the total availability of the credit facility, which excludes bank guarantees.

We believe that our 2022 Credit Facility is adequately diversified with no undue concentration in any one financial institution.

As of December 28, 2024, there were 17 financial institutions participating in the facility, with none maintaining a maximum commitment percentage in excess of 10%.

We have no reason to believe that the participating institutions will be unable to fulfill their obligations to provide financing in accordance with the terms of the 2022 Credit Facility.

(2) As of June 28, 2025 and March 29, 2025, all amounts are recorded as long-term debt on our consolidated balance sheets.

(3) The balance as of June 28, 2025 primarily consists of $21 million related to our supplier financing program recorded within short-term debt in our consolidated balance sheets and $6 million of other loans recorded as long-term debt on our consolidated balance sheets.

The balance as of March 29, 2025 consists of $24 million related to our supplier finance program recorded within short-term debt on our consolidated balance sheets and $5 million of other loans recorded as long-term debt in our consolidated balance sheets.

(4) The balance as of June 28, 2025 and March 29, 2025 represents the total availability of the credit facility, which excludes bank guarantees.

We believe that our 2025 Credit Facilities is adequately diversified with no undue concentration in any one financial institution.

As of June 28, 2025, there were 17 financial institutions participating in the facility, with none maintaining a maximum commitment percentage in excess of 10%.

We have no reason to believe that the participating institutions will be unable to fulfill their obligations to provide financing in accordance with the terms of the 2025 Credit Facilities.

See Note 11 in the accompanying financial statements and Note 12 in our Fiscal 2025 Annual Report on Form 10-K for detailed information relating to our credit facilities and debt obligations.

Share Repurchase Program

The following table presents our treasury share repurchases during the nine months ended December 28, 2024 and December 30, 2023 (dollars in millions):

Nine Months Ended

2024 December 30,

The following table presents our treasury share repurchases during the three months ended June 28, 2025 and June 29, 2024 (in millions):

Three Months Ended

2025 June 29,

Cost of shares repurchased under share repurchase program $ — $ —

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86,365 93,738

On November 9, 2022, we announced our Board of Directors approved a two-year share repurchase program (the “Existing Share Repurchase Plan”) to purchase up to $1.0 billion of our 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, we were prohibited from repurchasing our ordinary shares other than the acceptance of our ordinary shares as payment of the exercise price of our options or for withholding taxes with respect of our equity awards.

Accordingly, we did not repurchase any of our 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.

On November 9, 2022, we announced that our Board of Directors approved a two-year share repurchase program to purchase up to $1.0 billion of our 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 previously terminated Merger Agreement, and subject to certain limited exceptions, we were prohibited from repurchasing our ordinary shares other than the acceptance of our ordinary shares as payment of the exercise price of our options or for withholding taxes with respect of our equity awards.

Accordingly, we did not repurchase any of our ordinary shares during the pendency of the Merger Agreement pursuant to the share repurchase program.

The share repurchase program expired on November 9, 2024.

See Note 15 to the accompanying consolidated financial statements for additional information.

Contractual Obligations and Commercial Commitments

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We have not created, and are not party to, any special-purpose or off-balance sheet entities for the purpose of raising capital, incurring debt or operating our business.

Our off-balance sheet commitments relating to our outstanding letters of credit were $29 million at December 28, 2024, including $28 million in letters of credit issued outside of the 2022 Credit Facility.

In addition, as of December 28, 2024, bank guarantees of approximately $38 million were supported by our various credit facilities.

Our off-balance sheet commitments relating to our outstanding letters of credit were $27 million at June 28, 2025, including $25 million in letters of credit issued outside of the 2025 Credit Facilities.

In addition, as of June 28, 2025, bank guarantees of approximately $31 million were supported by our various credit facilities.

We do not have any other off-balance sheet arrangements or relationships with entities that are not consolidated into our financial statements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources.

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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 2. Management’s Discussion and Analysis