OTHER INFORMATION
−Removed: (a) 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.
−Removed: This Item 5 is being filed solely to update the Item 9B disclosure included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 30, 2024, filed with the SEC on May 29, 2024, in order to provide the amount of any material charges relating to the Global Optimization Plan by major type of cost that the Company believes are now determinable.
−Removed: During the three and nine months ended December 28, 2024, the Company closed 24 and 43 retail stores, respectively, as part of the Global Optimization Plan.
−Removed: Net restructuring income recorded in connection with the Global Optimization Plan during the three months ended December 28, 2024 was $ 2 million, primarily related to gains on lease terminations partially offset by severance and store closure costs.
−Removed: During the nine months ended December 28, 2024, there were immaterial net restructuring expenses recorded in connection with the Global Optimization Plan.
+Added: Global Optimization Plan
+Added: 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.
+Added: This Item 5 is being filed solely to update prior disclosures in order to provide the amount of any material charges relating to the Global Optimization Plan by major type of cost that the Company believes are now determinable.
+Added: During the three months ended June 28, 2025, the Company closed 15 of its retail stores which have been incorporated into the Global Optimization Plan.
+Added: Net restructuring expense recorded in connection with the Global Optimization Plan was $1 million during the three months ended June 28, 2025 primarily related to severance and store closure costs, partially offset by gains on lease terminations.
The exact amounts or range of amounts and timing of the Global Optimization Plan charges and future cash expenditures associated therewith are undeterminable at this time;
3 unchanged sentences
This disclosure is intended to satisfy the requirements of Item 2.05 of Form 8-K.
−Removed: (c) During the quarterly period ended December 28, 2024, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
+Added: Rule 10b5-1 Trading Arrangements
+Added: During the quarterly period ended June 28, 2025, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Please refer to the accompanying Exhibit Index included after the signature page of this report for a list of exhibits filed or furnished with this report.
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on February 5, 2025.
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on August 7, 2025.
CAPRI HOLDINGS LIMITED
Chairman & Chief Executive Officer
−Removed: /s/ Thomas J.
−Removed: Executive Vice President, Chief Financial Officer and Chief Operating Officer
+Added: /s/ Rajal Mehta
+Added: Interim Chief Financial Officer
INDEX TO EXHIBITS
−Removed: Termination Agreement, dated November 13, 2024, by and among Tapestry, Inc.
−Removed: , Capri Holdings Limited and Sunrise Merger Sub, Inc.
−Removed: (included as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.
−Removed: 001-35368), filed on November 14, 2024 and incorporated herein by reference).
−Removed: Letter Agreement, dated November 14, 2024, between Capri Holdings Limited and Thomas J.
−Removed: Letter Agreement, dated November 14, 2024, between Capri Holdings Limited and Jenna Hendricks.
−Removed: Letter Agreement, dated November 14, 2024, between Capri Holdings Limited and Krista A.
−Removed: Separation and General Release Agreement, dated December 10, 2024, between Michael Kors (USA), Inc.
−Removed: and Cedric Wilmotte.
−Removed: Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
−Removed: Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
−Removed: Certification of Chief Executive Officer pursuant to 18 U.S.C.
+Added: Stock Purchase Agreement, dated April 10, 2025, by and between Capri Holdings Limited and Prada S.p.A (included as Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No.
+Added: 001-35368), filed on April 10, 2025 and incorporated herein by reference).
+Added: Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: Certification of Principal Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: Certification of Chief Financial Officer pursuant to 18 U.S.C.
+Added: Certification of Principal Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: 101.1 The following financial information from the Company’s Quarterly Report on Form 10-Q for the period ended December 28, 2024 formatted in Inline eXtensible Business Reporting Language:
−Removed: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income, (iii) Consolidated Statements of Shareholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements.
−Removed: † Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
−Removed: The registrant hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC.
+Added: 101.1 The following financial information from the Company’s Quarterly Report on Form 10-Q for the period ended June 28, 2025 formatted in Inline eXtensible Business Reporting Language:
+Added: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) Consolidated Statements of Shareholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements.
+Added: 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
+Added: * Schedules and Exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K.
+Added: The Company agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request;
+Added: provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules so furnished.
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.