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Item 9A. Controls and Procedures

2026-05-27 compared with 2025-05-28 · 656 added, 644 removed, 1087 unchanged (54% of the section changed)

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Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, our principal executive officer and principal financial officer, respectively, of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a - 15(e) and 15(d) - 15(e) under the Securities and Exchange Act of 1934, as amended, (the “Exchange Act”)) as of March 29, 2025.

An evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), our principal executive officer and principal financial officer, respectively, of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)) as of March 28, 2026.

Based on the evaluation, the Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures are effective as of March 28, 2026.

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Changes in Internal Control over Financial Reporting

Except as discussed below, there have been no changes in our internal control over financial reporting during the three months ended March 29, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We are currently undertaking a major, multi-year ERP implementation to upgrade our information technology platforms and systems worldwide.

The implementation is occurring in phases over several years.

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

As a result of this multi-year implementation, we expect certain changes to our processes and procedures, which in turn, could result in changes to our internal control over financial reporting.

While we expect this implementation to strengthen our internal control over financial reporting by automating certain manual processes and standardizing business processes and reporting across our organization, we will continue to evaluate and monitor our internal control over financial reporting as processes and procedures in the affected areas evolve.

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.

There have been no changes in our internal control over financial reporting during the three months ended March 28, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Other Information

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This Item 9B 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.

During the three and twelve months ended March 29, 2025, the Company closed 40 and 83, respectively, of its retail stores which have been incorporated into the Global Optimization Plan.

Net restructuring expense recorded in connection with the Global Optimization Plan was $ 7 million during both the three and twelve months ended March 29, 2025, respectively, 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;

however, the Company continues to evaluate its store fleet for further optimization and store closures in addition to the previously announced plan.

The Company will either disclose in a Current Report on Form 8-K or disclose in another periodic filing with the U.S.

Securities and Exchange Commission the amount of any material charges relating to the Global Optimization Plan by major type of cost once such amounts or range of amounts are determinable.

The Global Optimization Plan concluded as of September 27, 2025.

Net restructuring expense recorded in connection with the Global Optimization Plan was $15 million during the fiscal year ended March 28, 2026 primarily related to the final lease termination costs in connection with this program.

This disclosure is intended to satisfy the requirements of Item 2.05 of Form 8-K.

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Not applicable.

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Directors, Executive Officers and Corporate Governance

Information with respect to this Item is included in the Company’s Proxy Statement to be filed in June 2025, which is incorporated herein by reference.

Information with respect to this Item will be included in the Company’s Proxy Statement to be filed in June 2026, which is incorporated herein by reference.

Executive Compensation

Information with respect to this Item is included in the Company’s Proxy Statement to be filed in June 2025, which is incorporated herein by reference.

Information with respect to this Item will be included in the Company’s Proxy Statement to be filed in June 2026, which is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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Total 2,772,661 $ 20.63 4,351,867

(1) Reflects share options and restricted share units issued under the Company’s Third Amended and Restated Omnibus Incentive Plan (or predecessor plan).

(1) Reflects restricted share units issued under the Company’s Fourth Amended and Restated Omnibus Incentive Plan (or predecessor plan).

(2) Represents the weighted average exercise price of outstanding share awards only.

Certain Relationships, Related Transactions and Director Independence

Information with respect to this Item is included in the Company’s Proxy Statement to be filed in June 2025, which is incorporated herein by reference.

Information with respect to this Item will be included in the Company’s Proxy Statement to be filed in June 2026, which is incorporated herein by reference.

Principal Accountant Fees and Services

Information with respect to this Item is included in the Company’s Proxy Statement to be filed in June 2025, which is incorporated herein by reference.

Information with respect to this Item will be included in the Company’s Proxy Statement to be filed in June 2026, which is incorporated herein by reference.

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Exhibits and Financial Statement Schedules

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Consolidated Balance Sheets as of March 28, 2026 and March 29, 2025.

Consolidated Statements of Operations and Comprehensive (Loss) Income for the fiscal years ended March 29, 2025, March 30, 2024 and April 1, 2023.

Consolidated Statements of Shareholders’ Equity for the fiscal years ended March 29, 2025, March 30, 2024 and April 1, 2023.

Consolidated Statements of Cash Flows for the fiscal years ended March 29, 2025, March 30, 2024 and April 1, 2023.

Notes to Consolidated Financial Statements for the fiscal years ended March 29, 2025, March 30, 2024 and April 1, 2023.

Consolidated Statements of Operations and Comprehensive (Loss) Income for the fiscal years ended March 28, 2026, March 29, 2025 and March 30, 2024.

Consolidated Statements of Shareholders’ Equity for the fiscal years ended March 28, 2026, March 29, 2025 and March 30, 2024.

Consolidated Statements of Cash Flows for the fiscal years ended March 28, 2026, March 29, 2025 and March 30, 2024.

Notes to Consolidated Financial Statements for the fiscal years ended March 28, 2026, March 29, 2025 and March 30, 2024.

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EXHIBIT INDEX

Document Description

2.1* Agreement and Plan of Merger, dated as of August 10, 2023, by and among Capri Holdings Limited, Tapestry, Inc.

and Sunrise Merger Sub, Inc.

(included as Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No.

001-35368), filed on August 10, 2023 and incorporated herein by reference).

2.2* Stock Purchase Agreement, dated as of September 24, 2018, by and among Allegra Donata Versace Beck, Donatella Versace, Santo Versace, Borgo Luxembourg S.À R.L., Blackstone GPV Capital Partners (Mauritius) VI-D FDI Ltd., Blackstone GPV Tactical Partners (Mauritius)-N Ltd.

and Capri Holdings Limited (f/k/a Michael Kors Holdings Limited) (included as Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No.

001-35368), filed on September 25, 2018 and incorporated herein by reference).

2.1* 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.

001-35368), filed on April 10, 2025 and incorporated herein by reference).

Amended and Restated Memorandum and Articles of Association of Capri Holdings Limited (included as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 31, 2018 and incorporated herein by reference).

Amended and Restated Memorandum and Articles of Association of Capri Holdings Limited (included as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

001-35368) filed on December 31, 2018 and incorporated herein by reference).

Amendment to Amended and Restated Memorandum and Articles of Association of Capri Holdings, effective May 24, 2023 (included as Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended April 1, 2023 (File No.

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001-35368), filed on October 20, 2017 and incorporated herein by reference).

Termination Agreement, dated November 13, 2024, by and among Tapestry, Inc.

Capri Holdings Limited and Sunrise Merger Sub, Inc.

(included as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-35368, filed on November 14, 2024 and incorporated herein by reference).

Amended and Restated Credit Agreement, dated as of February 4, 2025 among Capri Holdings Limited, Michael Kors (USA), Inc., Michael Kors (Switzerland) GmbH, the foreign subsidiary borrowers party thereto, the guarantors party thereto, the financial institutions party thereto as lenders and issuing banks and JPMorgan Chase Bank, N.A., as administrative agent (included as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

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001-35368), filed on May 29, 2024 and incorporated herein by reference).

Form of Employee Non-Qualified Option Award Agreement (included as Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 28, 2015, filed on May 27, 2015 and incorporated herein by reference).

Form of Employee Restricted Share Unit Award Agreement (included as Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 28, 2015, filed on May 27, 2015 and incorporated herein by reference).

Form of Performance-Based Restricted Share Unit Award Agreement (included as Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 28, 2015, filed on May 27, 2015 and incorporated herein by reference).

Form of Independent Director Restricted Share Unit Award Agreement (included as Exhibit 10.18 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 28, 2015, filed on May 27, 2015 and incorporated herein by reference).

Document Description

Form of Employee Non-Qualified Option Award Agreement (included as Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 28, 2015 (File No.

001-35368), filed on May 27, 2015 and incorporated herein by reference).

Form of Employee Restricted Share Unit Award Agreement (included as Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 28, 2015 (File No.

001-35368), filed on May 27, 2015 and incorporated herein by reference).

Form of Performance-Based Restricted Share Unit Award Agreement (included as Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 28, 2015 (File No.

001-35368), filed on May 27, 2015 and incorporated herein by reference).

Form of Independent Director Restricted Share Unit Award Agreement (included as Exhibit 10.18 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 28, 2015 (File No.

001-35368), filed on May 27, 2015 and incorporated herein by reference).

Aircraft Time Sharing Agreement, effective as of December 20, 2022, by and between Michael Kors (USA), Inc.

and John Idol (included as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2022, filed on February 8, 2023 and incorporated herein by reference).

and John Idol (included as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2022 (File No.

001-35368), filed on February 8, 2023 and incorporated herein by reference).

Amended and Restated Employment Agreement by and among Capri Holdings Limited, Michael Kors (USA), Inc.

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001-35368), filed on November 14, 2019 and incorporated herein by reference).

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Document Description

Amended and Restated Employment Agreement by and among Capri Holdings Limited, Michael Kors (USA), Inc.

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001-35368), filed on May 31, 2023 and incorporated herein by reference).

Employment Agreement dated January 23, 2023, by and between Michael Kors (USA), Inc.

and Cedric Wilmotte (included as Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the fiscal year ended April 1, 2023 (File No.

001-35368), filed on May 31, 2023 and incorporated herein by reference).

Amended and Restated Employment Agreement by and among Capri Holdings Limited, Michael Kors (USA), Inc.

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001-35368), filed on May 31, 2023 and incorporated herein by reference).

Term Facility Agreement by and among Gianni Versace S.r.l., as borrower, Intesa Sanpaolo S.p.A., Banca Nazionale Del Lavoro S.p.A.

and UniCredit S.p.A., as arrangers and lenders, and Intesa Sanpaolo S.p.A., as agent, dated as of December 5, 2022 (included as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-35368), filed on December 6, 2022 and incorporated herein by reference).

Parent Company Guarantee by and among Capri Holdings Limited, as guarantor, Banca Nazionale del Lavoro S.p.A., Intesa Sanpaolo S.p.A.

and UniCredit S.p.A., dated as of December 5, 2022 (included as Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.

001-35368), filed on December 6, 2022 and incorporated herein by reference).

Change in Control Continuity Agreement by and between Capri Holdings Limited and Thomas J.

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001-35368), filed on May 31, 2023 and incorporated herein by reference).

Change in Control Continuity Agreement by and between Capri Holdings Limited and Cedric Wilmotte, dated as of August 9, 2023 included as Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 30, 2024 (File No.

001-35368), filed on May 29, 2024 and incorporated herein by reference).

Letter Agreement, dated November 14, 2024, between Capri Holdings Limited and Thomas J.

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001-35368, filed on February 5, 2025 and incorporated herein by reference).

Separation and General Release Agreement, dated December 10, 2024, between Michael Kors (USA), Inc.

and Cedric Wilmotte (included as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 28, 2024 (File No.

Letter Agreement, dated December 2, 2025, between Capri Holdings Limited and Krista A.

McDonough (included as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 27, 2025 (File No.

001-35368), filed on February 3, 2026 and incorporated herein by reference).

Capri Holdings Limited Insider Trading Policy, as amended and restated on May 21, 2025.

Employment Agreement by and among Capri Holdings Limited, Michael Kors (USA), Inc.

and Tyler Reddien, dated as of February 24, 2026.

Change in Control Continuity Agreement by and between Capri Holdings Limited and Tyler Reddien, dated as of March 30, 2026.

Capri Holdings Limited Insider Trading Policy, as amended and restated on May 21, 2025 (included as Exhibit 19 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 29, 2025 (File No.

001-35368), filed on May 28, 2025 and incorporated herein by reference).

List of subsidiaries of Capri Holdings Limited.

Consent of Ernst & Young LLP.

Document Description

Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes - Oxley Act of 2002.

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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.

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Form 10-K Summary

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Pursuant to the requirements of Section 13 or 15(d) 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.

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Idol Chairman, Chief Executive Officer and Director (Principal Executive Officer) May 27, 2026

/s/ Thomas J.

Chief Financial Officer and Chief Operating Officer (Principal Financial and Accounting Officer) May 28, 2025

/s/ Tyler Reddien Chief Financial Officer and Chief Operating Officer (Principal Financial and Accounting Officer) May 27, 2026

Tyler Reddien

/s/ Marilyn Crouther Director May 27, 2026

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/s/ Jean Tomlin Director May 27, 2026

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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We have audited the accompanying consolidated balance sheets of Capri Holdings Limited and subsidiaries (the “Company”) as of March 28, 2026 and March 29, 2025, and the related consolidated statements of operations and comprehensive (loss) income, shareholders' equity and cash flows for each of the three years in the period ended March 28, 2026, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at March 29, 2025 and March 30, 2024, and the results of its operations and its cash flow for each of the three years in the period ended March 29, 2025, in conformity with the U.S.

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at March 28, 2026 and March 29, 2025, and the results of its operations and its cash flows for each of the three years in the period ended March 28, 2026, in conformity with U.S.

generally accepted accounting principles.

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The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of Goodwill and Indefinite-lived Intangible Assets

Description of the Matter At March 29, 2025, the Company’s goodwill and indefinite-lived intangible assets, consisting of brand names, totaled $688 million and $657 million, respectively.

As discussed in Note 3 to the consolidated financial statements, goodwill and indefinite-lived intangible assets are assessed for impairment on an annual basis, or whenever impairment indicators exist.

As a result of the Company’s 2025 interim impairment test, the Company recorded a goodwill impairment charge of $430 million associated with its Versace Wholesale, Versace Retail and Jimmy Choo Wholesale reporting units.

The Company also recognized an impairment charge of $231 million associated with the Jimmy Choo and Versace indefinite-lived retail and wholesale brand name intangible assets.

Auditing the Company’s impairment assessments described above was complex and highly judgmental due to the significant estimation required in determining the fair value of the reporting units for goodwill and the fair value of indefinite-lived brand name intangible assets.

In particular, the fair value estimates were sensitive to significant assumptions, such as changes in the discount rate, revenue growth rate, EBITDA margin and royalty rates, which are affected by expectations about future market or economic conditions.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill and indefinite-lived intangible assets impairment review process, including controls over management’s review of the significant assumptions described above.

To test the estimated fair value of the Company’s reporting units and indefinite-lived intangible assets, we performed audit procedures that included, among others, assessing the valuation methodologies and testing the significant assumptions discussed above and the completeness and accuracy of the underlying data used by the Company in its analyses.

Valuation of Indefinite-lived Intangible Assets

Description of the Matter At March 28, 2026, the Company’s indefinite-lived intangible assets, consisted of brand names, totaling $209 million.

As discussed in Note 3 to the consolidated financial statements, indefinite-lived intangible assets are assessed for impairment on an annual basis, or whenever impairment indicators exist.

In particular, the fair value estimates were sensitive to significant assumptions, such as changes in revenue and revenue growth rates, which are affected by expectations about future market or economic conditions.

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How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s indefinite-lived intangible asset impairment assessment process, including controls over management’s review of the significant assumptions described above.

To test the estimated fair value of the Company’s indefinite-lived intangible assets, we performed audit procedures that included, among others, assessing the valuation methodologies and testing the significant assumptions discussed above and the completeness and accuracy of the underlying data used by the Company in its analysis.

We compared the significant assumptions used by management to current industry and economic trends and evaluated whether changes to the Company’s business environment would affect the significant assumptions.

For example, we compared the royalty rates used in estimating the fair value of certain indefinite-lived brand name intangible assets to current industry licensing agreements.

We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting units and indefinite-lived brand name intangible assets that would result from changes in the assumptions.

We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of indefinite-lived intangible assets that would result from changes in the assumptions.

We also involved our internal valuation specialists to assist in our evaluation of the significant assumptions and methodologies used by the Company in developing the fair value estimates.

In addition, we tested management’s reconciliation of the fair value of the reporting units to the market capitalization of the Company.

/s/ ERNST & YOUNG LLP

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New York, New York

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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New York, New York

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CAPRI HOLDINGS LIMITED AND SUBSIDIARIES

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Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Income

Consolidated Statements of Operations and Comprehensive (Loss) Income

Consolidated Statements of Shareholders’ Equity

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All other schedules are omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or Notes thereto.

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CAPRI HOLDINGS LIMITED AND SUBSIDIARIES

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Prepaid expenses and other current assets 226 156

Current assets held for sale — 342

Total current assets 1,153 1,521

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Other assets 92 99

Noncurrent assets held for sale — 1,594

Total assets $ 3,234 $ 5,213

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Accrued expenses and other current liabilities 251 233

Current liabilities held for sale — 304

Total current liabilities 954 1,336

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Other long-term liabilities 935 417

Noncurrent liabilities held for sale — 575

Total liabilities 3,150 4,841

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Additional paid-in capital 1,512 1,476

Accumulated other comprehensive income 57 161

Accumulated other comprehensive (loss) income ( 323 ) 57

Retained earnings 4,434 4,297

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See accompanying notes to consolidated financial statements.

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CAPRI HOLDINGS LIMITED AND SUBSIDIARIES

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2026 March 29,

2024 April 1,

2025 March 30,

Total revenue $ 3,474 $ 3,621 $ 4,140

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Total operating expenses 2,140 2,277 2,556

(Loss) income from operations ( 752 ) ( 241 ) 679

Other expense (income), net 8 ( 1 ) ( 3 )

Income (loss) from continuing operations 23 ( 26 ) 59

Other (income) expense, net ( 5 ) 8 ( 5 )

Interest (income) expense, net ( 77 ) ( 37 ) 6

Foreign currency loss 4 37 10

(Loss) income before provision (benefit) for income taxes ( 727 ) ( 283 ) 648

Provision (benefit) for income taxes 452 ( 54 ) 29

Net (loss) income ( 1,179 ) ( 229 ) 619

Net income attributable to noncontrolling interest 3 — 3

Net (loss) income attributable to Capri $ ( 1,182 ) $ ( 229 ) $ 616

Foreign currency (gain) loss ( 2 ) 5 37

Income (loss) from continuing operations before income taxes 107 ( 2 ) 21

Provision for income taxes 27 524 8

Net income (loss) from continuing operations 80 ( 526 ) 13

Net income (loss) from discontinued operations, net of tax 58 ( 653 ) ( 242 )

Net income (loss) 138 ( 1,179 ) ( 229 )

Net income attributable to noncontrolling interest from continuing operations 1 3 —

Net income (loss) attributable to Capri $ 137 $ ( 1,182 ) $ ( 229 )

Weighted average ordinary shares outstanding:

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Diluted 119,848,361 118,256,350 118,057,806

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

Basic $ ( 10.00 ) $ ( 1.96 ) $ 4.65

Diluted $ ( 10.00 ) $ ( 1.96 ) $ 4.60

Statements of Comprehensive (Loss) Income:

Net (loss) income $ ( 1,179 ) $ ( 229 ) $ 619

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

Basic from continuing operations $ 0.65 $ ( 4.47 ) $ 0.11

Basic from discontinued operations 0.49 ( 5.53 ) ( 2.07 )

Basic per ordinary share $ 1.14 $ ( 10.00 ) $ ( 1.96 )

Diluted from continuing operations $ 0.65 $ ( 4.47 ) $ 0.11

Diluted from discontinued operations 0.49 ( 5.53 ) ( 2.07 )

Diluted per ordinary share $ 1.14 $ ( 10.00 ) $ ( 1.96 )

Statements of Comprehensive Loss:

Net income (loss) $ 138 $ ( 1,179 ) $ ( 229 )

Foreign currency translation adjustments ( 391 ) ( 94 ) 4

Net (loss) gain on derivatives ( 10 ) 10 ( 6 )

Comprehensive (loss) income ( 1,283 ) ( 215 ) 572

Net gain (loss) on derivatives 11 ( 10 ) 10

Comprehensive loss ( 242 ) ( 1,283 ) ( 215 )

Net income attributable to noncontrolling interest 1 3 —

Comprehensive (loss) income attributable to Capri $ ( 1,286 ) $ ( 215 ) $ 569

Comprehensive loss attributable to Capri $ ( 243 ) $ ( 1,286 ) $ ( 215 )

See accompanying notes to consolidated financial statements.

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CAPRI HOLDINGS LIMITED AND SUBSIDIARIES

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Ordinary Shares Additional

Capital Treasury Shares Accumulated

Comprehensive

Income Retained

Capital Treasury Shares AOCI (1)

Earnings Total Equity of Capri Non-controlling

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Shares Amounts Shares Amounts

Balance as of April 2, 2022 221,967 $ — $ 1,260 ( 79,161 ) $ ( 3,987 ) $ 194 $ 5,092 $ 2,559 $ ( 1 ) $ 2,558

Net income — — — — — — 616 616 3 619

Other comprehensive loss — — — — — ( 47 ) — ( 47 ) — ( 47 )

Total comprehensive income — — — — — — — 569 3 572

Vesting of restricted awards, net of forfeitures 2,078 — — — — — — — — —

Exercise of employee share options 121 — 6 — — — — 6 — 6

Share based compensation expense — — 78 — — — — 78 — 78

Repurchase of ordinary shares — — — ( 27,658 ) ( 1,364 ) — — ( 1,364 ) — ( 1,364 )

Other — — — — — — — — ( 1 ) ( 1 )

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

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

Net income — — — — — — 137 137 1 138

Other comprehensive loss — — — — — ( 380 ) — ( 380 ) — ( 380 )

Total comprehensive (loss) income — — — — — — — ( 243 ) 1 ( 242 )

Vesting of restricted awards, net of forfeitures 1,370 — — — — — — — — —

Share based compensation expense — — 36 — — — — 36 — 36

Repurchase of ordinary shares — — — ( 4,108 ) ( 81 ) — — ( 81 ) — ( 81 )

Other — — — — — — — — ( 1 ) ( 1 )

Balance at March 28, 2026 229,042 $ — $ 1,512 ( 113,867 ) $ ( 5,543 ) $ ( 323 ) $ 4,434 $ 80 $ 4 $ 84

(1) Accumulated other comprehensive income (loss).

See accompanying notes to consolidated financial statements.

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CAPRI HOLDINGS LIMITED AND SUBSIDIARIES

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2026 March 29,

2024 April 1,

2025 March 30,

Cash flows from operating activities

Net (loss) income $ ( 1,179 ) $ ( 229 ) $ 619

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

Net income (loss) $ 138 $ ( 1,179 ) $ ( 229 )

Net income (loss) from discontinued operations, net of tax 58 ( 653 ) ( 242 )

Net income (loss) from continuing operations 80 ( 526 ) 13

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

Depreciation and amortization 121 132 132

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Other long-term assets and liabilities — ( 30 ) ( 38 )

Net cash provided by operating activities of continuing operations 197 154 356

Net cash (used in) provided by operating activities of discontinued operations ( 120 ) 127 ( 47 )

Net cash provided by operating activities 77 281 309

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Settlement of hedges — 84 54

Net cash (used in) provided by investing activities ( 53 ) ( 135 ) 183

Net cash (used in) provided by investing activities of continuing operations ( 63 ) 1 ( 81 )

Net cash provided by (used in) investing activities of discontinued operations 1,282 ( 54 ) ( 54 )

Net cash provided by (used in) investing activities 1,219 ( 53 ) ( 135 )

Cash flows from financing activities

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Repurchase of ordinary shares ( 81 ) ( 4 ) ( 107 )

Exercise of employee share options — 1 6

Settlement of interest rate swaps — ( 13 ) —

Exercise of employee share options — — 1

Other financing activities ( 1 ) — —

Net cash used in financing activities of continuing operations ( 1,301 ) ( 242 ) ( 208 )

Net cash used in financing activities of discontinued operations — — —

Net cash used in financing activities ( 1,301 ) ( 242 ) ( 208 )

Effect of exchange rate changes on cash and cash equivalents ( 25 ) ( 16 ) ( 17 )

Net (decrease) increase in cash, cash equivalents and restricted cash ( 30 ) ( 51 ) 84

Net decrease in cash, cash equivalents and restricted cash ( 30 ) ( 30 ) ( 51 )

Beginning of period 175 205 256

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Accrued capital expenditures $ 18 $ 16 $ 35

Summary of cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash of continuing operations, end of period $ 145 $ 116 $ 149

Cash, cash equivalents and restricted cash of discontinued operations, end of period — 59 56

Cash, cash equivalents and restricted cash, end of period $ 145 $ 175 $ 205

See accompanying notes to consolidated financial statements.

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CAPRI HOLDINGS LIMITED AND SUBSIDIARIES

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

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

The Company operates in three reportable segments:

Versace, Jimmy Choo and Michael Kors.

See Note 20 for additional information regarding the Company’s segments.

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

The Company operates in two reportable segments:

Michael Kors and Jimmy Choo.

Refer to Note 21 - “Segment Information” for additional information regarding the Company’s segments.

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

(“Prada”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) whereby Prada agreed to acquire certain subsidiaries of the Company which operate the Company’s Versace business.

As a result, the Company determined that the held for sale and discontinued operations criteria were met during the first quarter of Fiscal 2026 and the Company classified its results of operations and cash flows of the Versace business as discontinued operations in its consolidated statements of operations and comprehensive income (loss) and consolidated statements of cash flows for all periods presented.

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

On December 2, 2025, the Company completed the sale of its Versace business.

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

Refer to Note 4 - “Discontinued Operations” for further information.

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

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

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

The Company historically consolidated the results of the Versace business on a one-month lag.

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

The fiscal years ending on March 29, 2025, March 30, 2024 and April 1, 2023 (“Fiscal 2025”, “Fiscal 2024” and “Fiscal 2023”, respectively) contain 52 weeks.

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

Termination of the Merger Agreement

The fiscal years ending on March 28, 2026, March 29, 2025 and March 30, 2024 (“Fiscal 2026”, “Fiscal 2025” and “Fiscal 2024”, respectively) contain 52 weeks.

The Company’s Fiscal 2027 is a 53-week period ending April 3, 2027.

Termination of the Merger Agreement with Tapestry

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

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 (the “Merger”), with Capri surviving the Merger as a wholly owned subsidiary of Tapestry.

For additional information related to the Merger Agreement, please refer to Capri’s Definitive Proxy Statement on Schedule 14A filed with the U.S.

Securities and Exchange Commission (the “SEC”) on September 20, 2023, as well as the supplemental disclosures contained in Capri’s Current Report on Form 8-K filed with the SEC on October 17, 2023.

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

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

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

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

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

The Parties also agreed to release

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

On November 15, 2024, Capri and Tapestry stipulated to the dismissal of the appeal to the Second Circuit.

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The Company experiences certain effects of seasonality with respect to its business.

The Company generally experiences greater sales during its third fiscal quarter, primarily driven by holiday season sales, and the lowest sales during its first fiscal quarter.

The Company generally experiences greater sales during its third fiscal quarter, primarily driven by holiday season sales.

Revenue Recognition

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These estimates are based on factors such as historical trends, actual and forecasted performance and current market conditions, which are reviewed by management on a quarterly basis.

The following table details the activity and balances of the Company’s sales reserves for the fiscal years ended March 29, 2025, March 30, 2024, and April 1, 2023 (in millions):

Royalty revenue generated from product licenses, which includes contributions for advertising, is based on reported sales of licensed products bearing the Company’s trademarks at rates specified in the license agreements.

These agreements are also subject to contractual minimum levels.

Royalty revenue generated by geographic licensing agreements is recognized as it is earned under the licensing agreements based on reported sales of licensees applicable to specified periods, as outlined in the agreements.

These agreements allow for the use of the Company’s tradenames to sell its branded products in specific geographic regions.

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The following table details the activity and balances of the Company’s sales reserves for the fiscal years ended March 28, 2026, March 29, 2025, and March 30, 2024 (in millions):

of Year Amounts

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Fiscal Year Ended March 29, 2025 $ 59 $ 365 $ ( 365 ) $ 59

Fiscal Year Ended April 1, 2023 92 400 ( 397 ) 95

These agreements are also subject to contractual minimum levels.

These agreements allow for the use of the Company’s tradenames to sell its branded products in specific geographic regions.

Fiscal Year Ended March 30, 2024 $ 65 $ 311 $ ( 317 ) $ 59

Loyalty Program

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The contract liability, net of an estimated “breakage,” is recorded within accrued expenses and other current liabilities in the Company’s consolidated balance sheets and is expected to be recognized within the next 12 months.

See Note 4 for additional information.

Advertising and Marketing Costs

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Shipping and handling costs charged to customers are included in total revenue.

COVID-19 Related Government Assistance and Subsidies

During Fiscal 2023, the Company recorded $ 6 million related to government assistance and subsidies.

This amount mostly relates to rent support and payroll expense and was recorded as a reduction of selling, general and administrative expenses.

The Company did no t record any amount related to government assistance and subsidies in Fiscal 2025 and Fiscal 2024.

Import Tariffs

On February 20, 2026, the U.S.

Supreme Court ruled that the International Emergency Economic Powers Act ("IEEPA") does not provide the U.S.

executive branch of government the authority to impose import tariffs, which invalidated the IEEPA tariffs imposed in April of 2025 (the "IEEPA Tariffs").

Following the Supreme Court’s decision, the U.S.

Court of International Trade (“CIT”) ordered the United States Customs and Border Protection ("CBP") to begin providing refunds to all importers of record whose entries were subject to the IEEPA Tariffs.

On April 20, 2026, the CBP launched its Consolidated Administration and Processing of Entries (“CAPE”) system intended to automate and expedite the refund of the IEEPA Tariffs.

Shortly after the launch of the CAPE system, the Company submitted its CAPE declaration for all entries currently eligible for CAPE.

During Fiscal 2026, the Company paid approximately $ 65 million of IEEPA Tariffs.

The Company is accounting for the IEEPA Tariff refunds pursuant to ASC 410-30, Environmental Obligations.

As of March 28, 2026, the Company intended to recover all the IEEPA Tariffs previously paid and has recorded an IEEPA Tariff refund receivable of $ 65 million.

The IEEPA Tariff refund receivable is included within prepaid expenses and other current assets on the consolidated balance sheets.

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total amount, $ 40 million was recorded as a reduction to Fiscal 2026 cost of goods sold and $ 25 million was recorded as a reduction to Inventory as of March 28, 2026.

Cash, Cash Equivalents and Restricted Cash

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

Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 175 $ 205

Total cash, cash equivalents and restricted cash shown on the consolidated statements of cash flows from continuing operations $ 145 $ 116

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

The combined total of raw materials and work in process recorded on the Company’s consolidated balance sheets as of both March 29, 2025 and March 30, 2024 were $ 45 million.

The combined total of raw materials and work in process recorded on the Company’s consolidated balance sheets was $ 20 million as of March 28, 2026 and $ 17 million as of March 29, 2025.

Inventories are stated at the lower of cost or net realizable value.

Cost is determined using the weighted-average cost method.

Costs include amounts paid to independent manufacturers, plus duties and freight to bring the goods to the Company’s warehouses, as well as shipments to stores.

Costs include amounts paid to independent manufacturers, plus duties, tariffs and freight to bring the goods to the Company’s warehouses, as well as shipments to stores.

The Company continuously evaluates the composition of its inventory and makes adjustments when the cost of inventory is not expected to be fully recoverable.

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The Company’s share of the cost of constructing in-store shop displays within its wholesale customers’ floor-space (“shop-in-shops”), which is paid directly to third-party suppliers, is capitalized as property and equipment and is generally amortized over a useful life of three to five years .

Leasehold improvements are amortized using the straight-line method over the shorter of the estimated remaining useful lives of the related assets or the remaining lease term, including highly probable renewal periods.

Maintenance and repairs are charged to expense as incurred.

The Company capitalizes, in property and equipment, direct costs incurred during the application development stage and the implementation stage for developing, purchasing or otherwise acquiring software for its internal use.

These costs are amortized over the estimated useful lives of the software, generally five years , except for ERP systems which has an estimated useful life of ten years .

These costs are amortized over the estimated useful lives of the software, generally five years , except for ERP systems which have an estimated useful life of ten years .

All costs incurred during the preliminary project stage, including project scoping and identification and testing of alternatives, are expensed as incurred.

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Definite-lived Intangible Assets

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The Company’s customer relationships are amortized over five to eighteen years .

Reacquired rights recorded in connection with the acquisition of Michael Kors (HK) Limited and Subsidiaries (“MKHKL”) are amortized through March 31, 2041, the original expiration date of the Michael Kors license agreement in the Greater China region.

Reacquired rights recorded in connection with the acquisition of Michael Kors (HK) Limited and Subsidiaries are amortized through March 31, 2041, the original expiration date of the Michael Kors license agreement in the Greater China region.

Long-lived Assets

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During Fiscal 2026, Fiscal 2025 and Fiscal 2024, the Company recorded impairment charges of $ 40 million, $ 61 million and $ 32 million, respectively, which were primarily related to operating lease right-of-use assets and fixed assets of retail store locations.

Please refer to Note 8 and Note 14 for additional information.

Goodwill and Other Indefinite-lived Intangible Assets

Refer to Note 9 - “Property and Equipment, Net” and Note 15 - “Fair Value Measurements” for additional information.

Goodwill and Indefinite-lived Intangible Assets

The Company records intangible assets based on their fair value on the date of acquisition.

Goodwill is recorded as the difference between the fair value of the purchase consideration and the fair value of the net identifiable tangible and intangible assets acquired.

The brand intangible assets recorded in connection with the acquisitions of Versace and Jimmy Choo were determined to be indefinite-lived intangible assets, which are not subject to amortization.

The Company performs an impairment assessment of goodwill, as well as the Versace brand and Jimmy Choo brand intangible assets on an annual basis, or whenever impairment indicators exist.

In the absence of any impairment indicators, goodwill, the Versace brand and the Jimmy Choo brand are assessed for impairment during the fourth quarter of each fiscal year.

The brand intangible assets recorded in connection with the acquisitions of Jimmy Choo were determined to be indefinite-lived intangible assets, which are not subject to amortization.

The Company performs an impairment assessment of goodwill, as well as the Jimmy Choo brand intangible assets on an annual basis, or whenever impairment indicators exist.

In the absence of any impairment indicators, goodwill and the Jimmy Choo brand are assessed for impairment during the fourth quarter of each fiscal year.

Judgments regarding the existence of impairment indicators are based on various factors, including but not limited to, market conditions and operational performance of the business.

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Future events could cause us to conclude that impairment indicators exist and goodwill may be impaired.

When performing a quantitative impairment assessment of brand intangible assets, the fair value of the Versace and the Jimmy Choo brands is estimated using a discounted cash flow analysis based on the “relief from royalty” method, assuming that a third-party would be willing to pay a royalty in lieu of ownership for this intangible asset.

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When performing a quantitative impairment assessment of brand intangible assets, the fair value of the Jimmy Choo brand is estimated using a discounted cash flow analysis based on the “relief from royalty” method, assuming that a third-party would be willing to pay a royalty in lieu of ownership for this intangible asset.

This approach is dependent on many factors, including estimates of future revenue growth rates, royalty rates and discount rates.

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An impairment loss is recognized when the estimated fair value of the brand intangible assets is less than its carrying amount.

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

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

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

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

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

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

These impairment charges were primarily related to a decline in revenue driven by softening demand globally for fashion luxury goods.

Accordingly, the Company recorded goodwill impairment charges of $ 66 million related to the Jimmy Choo Wholesale reporting unit.

The Jimmy Choo Retail reporting unit’s goodwill balance was fully impaired in Fiscal 2024 and the Jimmy Choo Wholesale reporting unit had a remaining goodwill balance of $ 27 million.

The Company also recorded impairment charges of $ 15 million related to the Jimmy Choo Retail and Wholesale brand intangible assets that have remaining balances of $ 151 million and $ 53 million, respectively.

Further, based on the results of these assessments, the Company recorded goodwill impairment charges of $ 364 million related to the Versace Retail and Wholesale reporting unit’s goodwill.

The Versace Retail and Wholesale have remaining balances of $ 101 million and $ 23 million, respectively.

The Company also recorded impairment charges of $ 216 million related to the Versace Retail and Wholesale brand intangible assets that have remaining balances of $ 365 million and $ 88 million, respectively.

Lastly, based on a qualitative impairment assessment of the Michael Kors reporting units, the Company concluded that it is more likely than not that the fair value of the Michael Kors reporting units exceeded its carrying value and, therefore, was no t impaired.

The impairment charges were recorded within impairment of assets on the Company’s consolidated statements of operations and comprehensive (loss) income for the fiscal year ended March 29, 2025.

During the fourth quarter of Fiscal 2025, the Company performed its annual goodwill impairment assessment for its Michael Kors, Versace and Jimmy Choo reporting units using a qualitative assessment.

In performing this assessment, the Company identified and considered the significance of relevant key factors, events and circumstances that could affect the fair values and/or carrying amounts of its reporting units.

These factors included external factors such as macroeconomic, industry, and market conditions, as well as entity-specific factors, such as the Company's actual and expected financial performance.

Additionally, the Company also considered the results of its most recent quantitative goodwill impairment test which was performed during the third quarter of Fiscal 2025 as noted above.

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

In Fiscal 2024, the Company recorded goodwill impairment charges of $ 192 million related to the Jimmy Choo Retail and Wholesale reporting units, $ 70 million related to the Jimmy Choo Retail and Wholesale brand intangible assets and $ 227 million related to the Versace Retail and Wholesale brand intangible assets.

In Fiscal 2023, the Company recorded goodwill impairment charges of $ 82 million related to the Jimmy Choo Retail and Wholesale reporting units and $ 24 million related to the Jimmy Choo brand intangible assets.

The impairment charges were recorded within impairment of assets on the Company’s consolidated statement of operations and comprehensive (loss) income for the fiscal years ended March 30, 2024 and April 1, 2023.

See Note 9 for information relating to the Company’s annual impairment analysis performed during Fiscal 2025, Fiscal 2024 and Fiscal 2023.

During the fourth quarter of Fiscal 2026, the Company performed its annual goodwill and indefinite-lived intangible asset impairment analysis.

Based on a qualitative impairment assessment of the goodwill for the Michael Kors reporting units, the Company concluded that it is not more likely than not that the fair values were less than its carrying values and, therefore, were not impaired.

Based on the results of quantitative assessments of the Jimmy Choo reporting units’ goodwill and brand indefinite-lived intangible assets, the Company determined that the fair value exceeded the related carrying values and therefore were not impaired.

Refer to Note 10 - “Intangible Assets and Goodwill” for additional information.

In Fiscal 2025, the Company recorded goodwill impairment charges of $ 66 million related to the Jimmy Choo Wholesale reporting unit and $ 15 million related to the Jimmy Choo Retail and Wholesale brand intangible assets.

In Fiscal 2024, the Company recorded goodwill impairment charges of $ 192 million related to the Jimmy Choo Retail and Wholesale reporting units and $ 70 million related to the Jimmy Choo Retail and Wholesale brand intangible assets.

The impairment charges were recorded within impairment of assets on the Company’s consolidated statements of operations and comprehensive (loss) income for the fiscal years ended March 29, 2025 and March 30, 2024.

Refer to Note 10 - “Intangible Assets and Goodwill” for information relating to the Company’s annual impairment analysis performed during Fiscal 2026, Fiscal 2025 and Fiscal 2024.

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

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These fair values are recognized as expense over the requisite service period, net of estimated forfeitures, based on expected attainment of pre-established performance goals for performance grants, or the passage of time for those grants which have only time-based vesting requirements.

The grant date fair value of share options is calculated using the Black-Scholes option pricing model.

The Company uses its own historical experience in determining the expected holding period and volatility of its time-based share option awards.

The risk-free interest rate is derived from the zero-coupon United States (“U.S.”) Treasury Strips yield curve based on the grant’s estimated holding period.

Determining the grant date fair value of share-based awards requires considerable judgment, including estimating expected volatility, expected term and risk-free rate.

If factors change and the Company employs different assumptions, the fair value of future awards and the resulting share-based compensation expense may differ significantly from what the Company has estimated in the past.

Foreign Currency Translation and Transactions

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Assets and liabilities are translated using period-end exchange rates, while revenues and expenses are translated using average exchange rates over the reporting period.

The resulting translation adjustments are recorded separately in shareholders’ equity as a component of accumulated other comprehensive income.

Foreign currency income and loss resulting from the re-measuring of transactions denominated in a currency other than the functional currency of a particular entity are included in foreign currency loss on the Company’s consolidated statements of operations and comprehensive (loss) income.

The resulting translation adjustments are recorded separately in shareholders’ equity as a component of accumulated other comprehensive (loss) income.

Foreign currency income and loss resulting from the re-measuring of transactions denominated in a currency other than the functional currency of a particular

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entity are included in foreign currency (gain) loss on the Company’s consolidated statements of operations and comprehensive (loss) income.

Derivative Financial Instruments

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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Fair Value Hedges

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

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

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

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

Deferred income tax assets and liabilities provide for temporary differences between the tax bases and financial reporting bases of the Company’s assets and liabilities using the tax rates and laws in effect for the periods in which the differences are expected to reverse.

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An uncertain income tax position will be recognized if it has less than a 50% likelihood of being sustained.

The tax positions are analyzed periodically (at least quarterly) and adjustments are made as events occur that warrant adjustments for those positions.

The tax positions are analyzed at least quarterly and adjustments are made as events occur that warrant adjustments for those positions.

The Company records interest expense and penalties payable to relevant tax authorities as income tax expense.

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

The Company’s leases generally have terms of up to ten years , generally require fixed rent payments and may require the payment of additional rent if store sales exceed a negotiated amount.

Although most of the

Company’s equipment is owned, the Company has limited equipment leases that expire on various dates through March 2029.

The Company’s leases generally have terms of up to ten years , generally require fixed rent payments and may require the payment of additional rent if store sales exceed negotiated amounts.

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

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

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

The Company recognizes operating lease right-of-use assets and lease liabilities at lease commencement date, based on the present value of fixed lease payments over the expected lease term.

The Company recognizes operating lease right-of-use assets and lease liabilities at the lease commencement date, based on the present value of fixed lease payments over the expected lease term.

The Company uses its incremental borrowing rates to determine the present value of fixed lease payments based on the information available at the lease commencement date, as the rate implicit in the lease is not readily determinable for the Company’s leases.

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The Company recognizes operating lease expense on a straight-line basis over the lease term.

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Leases with an initial lease term of 12 months or less are not recorded on the balance sheet.

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

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

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

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

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Deferred financing fees and unamortized discounts associated with the Company’s other borrowings are primarily recorded as an offset to long-term debt in the Company’s consolidated balance sheets.

See Note 12 for additional information.

Net (Loss) Income per Share

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

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

Refer to Note 13 - “Debt Obligations” for additional information.

Net Income (Loss) per Share

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

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

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

Performance-based RSUs are included in diluted shares if the related performance conditions are considered satisfied as of the end of the reporting period and to the extent they are dilutive under the treasury stock method.

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

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

Fiscal Years Ended

2026 March 29,

2024 April 1,

Net (loss) income attributable to Capri $ ( 1,182 ) $ ( 229 ) $ 616

2025 March 30,

Net income (loss) from continuing operations $ 80 $ ( 526 ) $ 13

Net income attributable to noncontrolling interest from continuing operations 1 3 —

Net income (loss) attributable to Capri from continuing operations $ 79 $ ( 529 ) $ 13

Net income (loss) from discontinued operations, net of tax $ 58 $ ( 653 ) $ ( 242 )

Net income attributable to noncontrolling interest from discontinued operations — — —

Net income (loss) attributable to Capri from discontinued operations 58 ( 653 ) ( 242 )

Net income (loss) attributable to Capri $ 137 $ ( 1,182 ) $ ( 229 )

Basic weighted average shares 119,309,284 118,256,350 117,014,420

Weighted average dilutive share equivalents:

Share options, restricted share units, and performance restricted share units — — 1,470,471

Share options, restricted stock units, and performance restricted stock units 539,077 — 1,043,386

Diluted weighted average shares 119,848,361 118,256,350 118,057,806

Basic net (loss) income per share (1)

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

Basic from continuing operations $ 0.65 $ ( 4.47 ) $ 0.11

Basic from discontinued operations 0.49 ( 5.53 ) ( 2.07 )

Basic per ordinary share (1)

$ 1.14 $ ( 10.00 ) $ ( 1.96 )

Diluted net (loss) income per share (1)

Diluted from continuing operations $ 0.65 $ ( 4.47 ) $ 0.11

Diluted from discontinued operations 0.49 ( 5.53 ) ( 2.07 )

Diluted per ordinary share (1)

$ 1.14 $ ( 10.00 ) $ ( 1.96 )

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

Diluted net loss per share attributable to Capri for Fiscal 2025 and Fiscal 2024 excluded all potentially dilutive securities because there was a net loss attributable to Capri for the period and, as such, the inclusion of these securities would have been anti-dilutive.

Share equivalents of 457,722 shares for Fiscal 2023 have been excluded from the above calculation due to their anti-dilutive effect.

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

Share equivalents of 1,584,994 shares and 1,112,025 shares for Fiscal 2026 and Fiscal 2024, respectively, have been excluded from the above calculation due to their anti-dilutive effect.

Diluted net loss per share for Fiscal 2025 excluded all potentially dilutive shares outstanding due to the net loss attributable to Capri from continuing operations for the period.

Noncontrolling Interest

The Company has an ownership interest in the Michael Kors Latin American joint venture, MK (Panama) Holdings, S.A.

and subsidiaries, of 75 % and an ownership interest in the Jimmy Choo EMEA joint venture, JC Gulf Trading LLC, of 49 %.

The Company owns a 75 % interest in MK (Panama) Holdings, S.A.

and subsidiaries (a Michael Kors Latin America joint venture) and a 49 % interest in JC Gulf Trading LLC (a Jimmy Choo EMEA joint venture), which are fully consolidated.

Noncontrolling interest represents the portion of equity interests not owned by the Company related to these consolidated affiliates.

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Recently Adopted Accounting Pronouncements

Supplier Finance Programs

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

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

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

The Company adopted the update in the first quarter of Fiscal 2024 on a retrospective basis, except for the requirement to disclose rollforward information, which was adopted prospectively by the Company beginning with its Fiscal 2025 annual consolidated financial statements.

The adoption did not have any impact on the Company’s consolidated financial statements as the guidance only pertains to financial statement footnote disclosures.

See Note 12 for the Company’s disclosures relating to this update.

Segment Reporting

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

Improvements to Reportable Segment Disclosures”.

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

The Company adopted the update on a retrospective basis beginning with its Fiscal 2025 annual consolidated financial statements.

See Note 20 for the Company’s disclosures relating to this update.

Recently Issued Accounting Pronouncements

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

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

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

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

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

The Company adopted the update on a prospective basis beginning with its Fiscal 2026 annual consolidated financial statements.

Refer to Note 19 - “Income Taxes” for the Company’s disclosures relating to this update.

Recently Issued Accounting Pronouncements

Reporting Comprehensive Income—Expense Disaggregation Disclosures

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

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Prospective application is required, and retrospective application is permitted.

Early adoption is permitted.

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

Early adoption is also permitted.

The Company is currently assessing the impact of the requirements on its consolidated financial statements and disclosures.

Tax Legislation

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

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

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

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

GloBE has become effective for the Company during Fiscal 2025.

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

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

The changes related to disregarded payment losses could impact how the Company utilizes certain deductions and losses to offset its U.S.

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

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

On July 4, 2025, the U.S.

government enacted the One Big Beautiful Bill Act of 2025 (“OBBBA”) 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 (“Jobs Act”).

Based upon the Company’s analysis, the OBBBA did not have a material impact on the Company’s consolidated financial statements .

Discontinued Operations

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

On December 2, 2025 (the “Closing Date”), the Company completed the sale of its Versace business for gross cash proceeds of $ 1.395 billion based on an estimated closing statement.

After giving effect to certain benefits the purchaser will receive pursuant to the Purchase Agreement and the Transition Services Agreement (“TSA”), the Company’s net consideration from the Versace divestiture was approximately $ 1.365 billion.

Based on the provisions of the Purchase Agreement, Prada delivered an initial closing statement within 90 days of the Closing Date, including net working capital, net indebtedness, cash and certain other post-closing adjustments which is under review.

Once the initial closing statement becomes final and binding, the Company will adjust the cash proceeds and record an adjustment to the gain on sale for any difference from the estimated closing statement.

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

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

These changes have been applied to all periods presented as applicable.

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

Additionally, as of April 10, 2025, in accordance with ASC 360, Property, Plant and Equipment, the Company stopped recording depreciation and amortization of Versace’s long-lived tangible, intangible and operating lease right-of-use assets.

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

Cash and cash equivalents $ 59

Receivables, net 62

Inventories, net 168

Prepaid expenses and other current assets 53

Current assets held for sale 342

Property and equipment, net 120

Operating lease right-of-use assets 388

Intangible assets, net 534

Other assets 63

Noncurrent assets held for sale 1,594

Total assets held for sale $ 1,936

Accounts payable $ 106

Accrued payroll and payroll related expenses 28

Accrued income taxes 2

Short-term operating lease liabilities 101

Accrued expenses and other current liabilities 67

Current liabilities held for sale 304

Long-term operating lease liabilities 439

Deferred tax liabilities 106

Long-term debt 10

Other long-term liabilities 20

Noncurrent liabilities held for sale 575

Total liabilities held for sale $ 879

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The operating results of discontinued operations only reflect revenues and expenses that are directly attributable to the Versace business through the Closing Date that were removed from continuing operations.

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

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

Fiscal Years Ended

2026 March 29,

2025 March 30,

Total revenue $ 592 $ 821 $ 1,030

Cost of goods sold 173 246 306

Selling, general and administrative expenses 398 583 652

Depreciation and amortization 5 61 56

Impairment of assets — 655 283

Restructuring and other expense 5 2 33

Other income, net ( 44 ) — 4

Foreign currency gain ( 5 ) ( 1 ) —

Income (loss) from discontinued operations before income taxes 60 ( 725 ) ( 304 )

Provision (benefit) for income taxes 2 ( 72 ) ( 62 )

Net income (loss) from discontinued operations, net of tax $ 58 $ ( 653 ) $ ( 242 )

The Company recognized a preliminary gain on sale of $ 45 million, which is recorded in other (income) expense, net, as part of discontinued operations in the Company’s consolidated statements of operations and comprehensive (loss) income during the fiscal year ended March 28, 2026.

The Company included the cash proceeds received from the sale in net cash used in investing activities of discontinued operations within the consolidated statements of cash flows.

The following table presents the details of the gain on the sale of the Versace business as of the Closing Date (in millions):

Cash consideration, net $ 1,365

Transaction expenses ( 15 )

Carrying value of net assets sold ( 1,266 )

Gain on sale before reclassification of foreign currency translation 84

Reclassification of foreign currency translation ( 39 )

Gain on sale $ 45

The sale of the Versace business resulted in a capital loss for income tax purposes.

As the Company maintains a full valuation allowance on its net deferred tax assets, a valuation allowance of $ 127 million was also recorded against the entire deferred tax asset generated from the sale resulting in no net impact to the tax provision during the period.

In addition, the Company agreed to provide certain transition services to Versace pursuant to the TSA.

Income related to the TSA is presented in continuing operations within other (income) expense, net, of approximately $ 4 million on the Company’s consolidated statements of operations and comprehensive (loss) income for the fiscal year ended March 28, 2026 with all related costs presented within selling, general and administrative expenses.

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Revenue Recognition

5 unchanged sentences

For licensing arrangements, royalty and advertising revenue is recognized over time based on access provided to the Company’s brands.

The Company has chosen to apply the practical expedient allowing it not to disclose the amount of the transaction price allocated to remaining performance obligations that have an expected duration of 12 months or less.

The Company has chosen to apply the practical expedient allowing it to not disclose the amount of the transaction price allocated to remaining performance obligations that have an expected duration of 12 months or less.

The Company generates sales through directly operated stores and e-commerce sites 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).

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

The contract liability related to gift and retail store credits, net of estimated “breakage,” was $ 14 million and $ 15 million as of March 29, 2025 and March 30, 2024, respectively, and is included in accrued expenses and other current liabilities in the Company’s consolidated balance sheets.

The contract liability related to gift and retail store credits, net of estimated “breakage”, was $ 10 million as of both March 28, 2026 and March 29, 2025, and is included in accrued expenses and other current liabilities in the Company’s consolidated balance sheets.

Loyalty Program .

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Unfulfilled, non-cancelable purchase orders for

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products from wholesale customers (including the Company’s geographic licensees) are expected to be fulfilled within the next 12 months.

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

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

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

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

Under geographic licensing arrangements, third party licensees receive the right to distribute and sell products bearing the Company’s trademarks in retail and/or wholesale channels within certain geographical areas, including Brazil, the Middle East, Eastern Europe, South Africa and certain parts of Asia.

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Advertising contributions are received to support the Company’s branded advertising and marketing campaigns and are viewed as part of a single performance obligation with the right to access the Company’s trademarks.

Royalty revenue generated from licenses, which includes contributions for advertising, may be subject to contractual minimum levels, as defined in the contract.

Royalty revenue generated from licensees, which includes contributions for advertising, may be subject to contractual minimum levels, as defined in the contract.

Such minimums are generally fixed annually, based on the previous year’s sales.

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

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

As of March 29, 2025, contractually guaranteed minimum fees from the Company’s license agreements expected to be recognized as revenue during future periods were as follows (in millions):

Contractually Guaranteed Minimum Fees

Fiscal 2026 $ 34

Fiscal 2027 31

Fiscal 2028 21

Fiscal 2029 18

Fiscal 2030 15

Fiscal 2031 and thereafter 2

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

Sales Returns

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The Company recognizes an asset with a corresponding adjustment to cost of sales for the right to recover the products from its retail and wholesale customers.

The refund liability recorded as of both March 29, 2025 and March 30, 2024 was $ 48 million and the related asset for the right to recover returned product as of March 29, 2025 and March 30, 2024 was $ 20 million and $ 14 million, respectively.

The refund liability recorded as of March 28, 2026 was $ 26 million, and the related asset for the right to recover returned product as of March 28, 2026 was $ 7 million.

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

Contract Balances

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Total contract liabilities were $ 11 million and $ 14 million as of March 28, 2026 and March 29, 2025, respectively.

During Fiscal 2025 and Fiscal 2024, the Company recognized $ 22 million and $ 30 million in revenue, respectively, relating to contract liabilities that existed at March 30, 2024 and April 1, 2023 , respectively.

During Fiscal 2026 and Fiscal 2025, the Company recognized $ 14 million and $ 16 million in revenue, respectively, relating to contract liabilities that existed at March 29, 2025 and March 30, 2024 , respectively.

There were no material contract assets recorded as of March 28, 2026 and March 29, 2025.

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

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Disaggregation of Revenue

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

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

Fiscal Years Ended

2026 March 29,

2024 April 1,

Versace - the Americas $ 260 $ 338 $ 408

Versace - EMEA 344 444 468

Versace - Asia 217 248 230

Total Versace revenue 821 1,030 1,106

Jimmy Choo - the Americas 168 176 196

Jimmy Choo - EMEA 287 266 255

Jimmy Choo - Asia 150 176 182

Total Jimmy Choo revenue 605 618 633

2025 March 30,

Michael Kors - the Americas $ 1,854 $ 2,051 $ 2,298

2 unchanged sentences

Total Michael Kors revenue 2,874 3,016 3,522

Jimmy Choo - the Americas 175 168 176

Jimmy Choo - EMEA 291 287 266

Jimmy Choo - Asia 134 150 176

Total Jimmy Choo revenue 600 605 618

Total - the Americas 2,029 2,219 2,474

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Operating leases Long-term portion of operating lease liabilities $ 830 $ 814

The components of net lease costs for the fiscal year ended March 29, 2025 and March 30, 2024 were as follows (in millions):

The components of lease costs, net, for the fiscal year ended March 28, 2026 and March 29, 2025 were as follows (in millions):

Consolidated Statement of Operations and

Comprehensive (Loss) Income Location March 29,

Comprehensive Income (Loss) Location March 28,

2026 March 29,

5 unchanged sentences

Total lease cost, net $ 393 $ 415

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

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Additionally, the Company had approximately $ 27 million and $ 16 million of future payment obligations related to executed lease agreements for which the related lease has not yet commenced as of March 28, 2026 and March 29, 2025, respectively.

See Note 3 for additional information on the Company’s accounting policies related to leases.

Refer to Note 3 - “Summary of Significant Accounting Policies” for additional information on the Company’s accounting policies related to leases.

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Receivables, net

5 unchanged sentences

Total receivables, net $ 211 $ 215

(1) As of March 29, 2025 and March 30, 2024, $ 58 million and $ 102 million, respectively, of trade receivables were insured.

(1) As of March 28, 2026 and March 29, 2025, $ 67 million and $ 55 million of trade receivables were insured, respectively.

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

7 unchanged sentences

Allowance for credit losses was $ 17 million and $ 13 million as of March 28, 2026 and March 29, 2025, respectively.

The Company had credit losses of $ 8 million, $ 6 million and $ 5 million, respectively, for Fiscal 2025, Fiscal 2024 and Fiscal 2023.

The Company had net credit losses of $ 7 million, $ 7 million and $ 3 million for Fiscal 2026, Fiscal 2025 and Fiscal 2024, respectively.

In Fiscal 2026, the Company recorded a net incremental allowance for credit losses of $ 11 million due to a wholesale customer filing a voluntary petition for reorganization under Chapter 11 under U.S.

Bankruptcy Code.

Concentration of Credit Risk, Major Customers and Suppliers

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The Company mitigates its risk by depositing cash and cash equivalents in major financial institutions.

The Company also mitigates its credit risk by monitoring credit limits for its customers and obtaining insurance coverage for a portion of its receivables (see Note 6).

The Company also mitigates its credit risk by monitoring credit limits for its customers and obtaining insurance coverage for a portion of its receivables (refer to Note 7 - “Receivables”).

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

In order to mitigate counterparty credit risk,

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

No individual customer accounted for 10% or more of the Company’s total revenues during Fiscal 2026, Fiscal 2025 or Fiscal 2024.

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The inability of certain contractors to provide needed services on a timely basis could adversely affect the Company’s operations and financial condition.

For Fiscal 2025, Fiscal 2024 and Fiscal 2023, one contractor accounted for approximately 11 %, 12 % and 15 %, respectively, of the Company’s total finished goods purchases, based on dollar volume.

For Fiscal 2026, Fiscal 2025 and Fiscal 2024, respectively, one contractor accounted for approximately 14 % of the Company’s total finished goods purchases, based on dollar volume.

The Company also has relationships with various agents who source finished goods with numerous contractors on behalf of its Michael Kors brand.

For Fiscal 2025, Fiscal 2024 and Fiscal 2023, one agent sourced approximately 15 %, 14 % and 15 %, respectively, of Michael Kors finished goods, based on dollar volume.

For Fiscal 2026, Fiscal 2025 and Fiscal 2024, respectively, one agent sourced approximately 14 % of Michael Kors finished goods, based on dollar volume.

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Property and Equipment, net

12 unchanged sentences

Total property and equipment, net $ 371 $ 393

Depreciation and amortization of property and equipment for the fiscal years ended March 29, 2025, March 30, 2024, and April 1, 2023 totaled $ 149 million, $ 143 million and $ 135 million, respectively.

Depreciation and amortization of property and equipment for the fiscal years ended March 28, 2026, March 29, 2025, and March 30, 2024 totaled $ 92 million, $ 105 million and $ 105 million, respectively.

During Fiscal 2026, Fiscal 2025 and Fiscal 2024, the Company recorded property and equipment impairment charges of $ 9 million, $ 12 million and $ 4 million, respectively, primarily related to the Company’s retail store locations.

See Note 14 for information related to property and equipment impairment charges .

Refer to Note 15 - “Fair Value Measurements” for information related to property and equipment impairment charges .

Intangible Assets and Goodwill

16 unchanged sentences

567 358 209 562 358 204

Versace brand (3)

896 443 453 896 227 669

Total indefinite-lived intangible assets 567 358 209 562 358 204

Total intangible assets, excluding goodwill $ 1,210 $ 648 $ 562 $ 1,199 $ 617 $ 582

(1) The change in the carrying value since March 30, 2024 includes an impairment charge of $ 10 million and the impact of foreign currency translation adjustments.

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

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

(2) As of March 28, 2026, the Company had accumulated impairment charges of $ 358 million related to its Jimmy Choo brand intangible assets.

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

As of March 29, 2025, the Company had accumulated impairment charges of $ 443 million related to its Versace brand intangible assets.

Reacquired rights relate to the Company’s reacquisition of the rights to use the Michael Kors trademarks and to import, sell, advertise and promote certain of its products in the previously licensed territories in the Greater China region and are being amortized through March 31, 2041, the expiration date of the former licensing agreement.

The trademarks relate to the Michael Kors brand name and are amortized over twenty years .

Customer relationships are generally amortized over five to sixteen years .

Amortization expense for the Company’s definite-lived intangibles was $ 44 million, $ 45 million and $ 44 million, respectively, for each of the fiscal years ended March 29, 2025, March 30, 2024 and April 1, 2023.

Indefinite-lived intangible assets other than goodwill included the Versace and Jimmy Choo brands, which were recorded in connection with the acquisitions of Versace and Jimmy Choo, and have an indefinite life as they are essential to the Company’s ability to operate the Versace and Jimmy Choo businesses for the foreseeable future.

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Reacquired rights relate to the Company’s reacquisition of the rights to use the Michael Kors trademarks and to import, sell, advertise and promote certain of its products in the previously licensed territories in the Greater China region which are being amortized through March 31, 2041, the expiration date of the former licensing agreement.

Amortization expense for the Company’s definite-lived intangibles was $ 29 million, $ 27 million and $ 27 million, respectively, for each of the fiscal years ended March 28, 2026, March 29, 2025 and March 30, 2024.

Indefinite-lived intangible assets other than goodwill included the Jimmy Choo brand, which was recorded in connection with the acquisition of Jimmy Choo, and has an indefinite life as it is essential to the Company’s ability to operate the business for the foreseeable future.

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

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Fiscal 2032 and thereafter 208

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

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

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

Versace Jimmy Choo Michael Kors Total

Balance at April 1, 2023 $ 857 $ 316 $ 120 $ 1,293

Michael Kors Jimmy Choo Total

Balance at March 30, 2024 $ 120 $ 133 $ 253

Acquisition (1)

Impairment charges (2)

4 unchanged sentences

Impairment charges (2)

( 364 ) ( 66 ) — ( 430 )

Foreign currency translation

Balance at March 28, 2026 $ 120 $ 82 $ 202

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

As of March 29, 2025, the Company had accumulated impairment charges of $ 605 million related to its Jimmy Choo reporting units and $ 364 million related to its Versace reporting units, respectively.

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

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

(1) On May 2, 2024, the Company completed the Sicla Acquisition for cash consideration of $ 9 million, net of cash acquired.

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

The Company’s goodwill and the Versace and Jimmy Choo brands are not subject to amortization but are evaluated for impairment annually in the last quarter of each fiscal year, or whenever impairment indicators exist.

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

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

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

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

These impairment charges were primarily related to a decline in revenue driven by softening demand globally for fashion luxury goods as well as strategic initiatives previously put in place at Versace that did not perform as expected.

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

In total, $ 661 million of impairment was recorded related to goodwill and indefinite-lived intangible assets within impairment of assets on the Company’s consolidated statement of operations and comprehensive (loss) income for Fiscal 2025.

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

Accordingly, the Company recorded $ 10 million of impairment related to definite-lived intangible assets within impairment of assets on the Company’s consolidated statement of operations and comprehensive (loss) income for Fiscal 2025.

During the fourth quarter of Fiscal 2025, the Company performed its annual goodwill and indefinite-lived impairment assessment for its Versace, Jimmy Choo and Michael Kors reporting units using a qualitative assessment.

In performing this assessment, the Company identified and considered the significance of relevant key factors, events and circumstances that affected the fair values and/or carrying amounts of its reporting units.

These factors included external factors such as macroeconomic, industry and market conditions, as well as entity-specific factors, such as the Company's actual and expected financial performance.

Additionally, the Company considered the results of its most recent quantitative goodwill impairment test which was performed during the third quarter of Fiscal 2025 as noted above.

See Note 14 for additional information.

Current Assets and Current Liabilities

(2) As of March 28, 2026, the Company had accumulated impairment charges of $ 605 million related to its Jimmy Choo reporting units.

The Company’s goodwill and its Jimmy Choo brand are not subject to amortization but are evaluated for impairment annually in the last quarter of each fiscal year, or whenever impairment indicators exist.

During the fourth quarter of Fiscal 2026, the Company performed its annual goodwill and indefinite-lived intangible asset impairment analysis.

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

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

The Company performed its annual goodwill impairment analysis for the Jimmy Choo reporting units, electing to bypass the qualitative assessment and proceeding directly to the quantitative impairment analysis using a combination of income and market approaches to estimate the fair value of the brand’s reporting units.

The Company also elected to perform a quantitative impairment analysis for the Jimmy Choo brand indefinite-lived intangible asset using an income approach to estimate its fair

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Based on the results of these assessments, the Company determined there was no impairment for Jimmy Choo as the fair value of the reporting units goodwill and brand indefinite-lived intangible assets exceeded their related carrying amounts.

Refer to Note 15 - “Fair Value Measurements” for additional information.

Other Current Assets and Other Current Liabilities

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

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Prepaid taxes $ 88 $ 65

import tariff receivables 65 —

Interest receivable related to hedges 20 36

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Other accounts receivables 4 8

Other prepaid expenses and current assets 21 18

Total prepaid expenses and other current assets $ 226 $ 156

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2026 March 29,

Return liabilities $ 48 $ 48

Other taxes payable $ 33 $ 32

Short-term derivative liability 30 14

Return liabilities 26 25

Accrued advertising and marketing 24 28

Accrued purchases and samples 21 16

Professional services 20 16

Accrued rent (1)

Accrued capital expenditures 18 9

Accrued e-commerce 15 15

Accrued purchases and samples 14 21

Retail store expense accrual 12 15

Short-term derivative liability 14 3

Accrued rent (1)

Gift and retail store credits 10 10

Restructuring liability 9 22

Accrued interest 6 17

Deferred income 3 1

Other accrued expenses and current liabilities 35 31

Total accrued expenses and other current liabilities $ 251 $ 233

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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.

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During Fiscal 2026, the Company closed 30 retail stores which have been incorporated into the Global Optimization Plan, which concluded as of the second quarter of Fiscal 2026.

During Fiscal 2025 and Fiscal 2024, the Company closed 71 and 7 of its retail stores, respectively, which have been incorporated into the Global Optimization Plan.

Net restructuring expenses recorded in connection with the Global Optimization Plan during Fiscal 2025 was $ 7 million, primarily related to severance and store closure costs, partially offset by gains on lease terminations.

During Fiscal 2024, net restructuring expenses recorded in connection with the Global Optimization Plan was $ 26 million, of which $ 22 million were related to organizational efficiency initiatives consisting primarily of severance and employee-related costs and $ 4 million of lease termination and other store closure costs.

Net restructuring charges recorded in connection with the Global Optimization Plan during Fiscal 2026 was $ 15 million, primarily related to lease terminations and severance costs in connection with this program.

Net restructuring charges recorded in connection with the Global Optimization Plan during Fiscal 2025 was $ 5 million, primarily related to severance and store closure costs, partially offset by gains on lease terminations.

During Fiscal 2024, net restructuring charges were $ 15 million primarily related to severance and store closure costs.

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

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Balance at March 29, 2025

$ 21 $ 1 $ 22

Additions charged to expense 5 15 (1)

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Balance at March 28, 2026

(1) Excludes $ 9 million of gains on lease terminations and store closure costs related to operating lease right-of-use assets recorded within restructuring and other expense on the consolidated statement of operations and comprehensive (loss) income for the fiscal year ended March 29, 2025.

(1) Excludes $ 6 million of gains on lease terminations and store closure costs related to operating lease right-of-use assets recorded within restructuring and other expense on the consolidated statements of operations and comprehensive (loss) income for the fiscal year ended March 28, 2026.

Other Charges

During Fiscal 2024, the Company recorded net costs of $ 7 million primarily related to expenses for 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 Fiscal 2023, the Company recorded costs of $ 16 million primarily relating to equity awards associated with the acquisition of Versace.

There were no other costs recorded during Fiscal 2026 and Fiscal 2025.

During Fiscal 2024, the Company recorded net restructuring income of $ 15 million primarily related to a $ 10 million gain on the sale of a long-lived corporate asset and gains on store closures.

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Debt Obligations

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2026 March 29,

Revolving Credit Facilities $ 755 $ 764

Revolving Credit Facility

2025 Term Loans — 712

Versace Term Loan — 486

Senior Notes due 2024 (1)

Total debt 357 1,496

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Total long-term debt $ 343 $ 1,466

(1) As of March 30, 2024, the Senior Notes are recorded within short-term debt on the Company’s consolidated balance sheets.

Senior Revolving Credit Facility

On February 4, 2025 (the “Closing Date”), the Company entered into the Amended and Restated Credit Agreement with, among others, JPMorgan Chase Bank, N.A.

(“JPMorgan Chase”), as administrative agent, which amended and restated the Company’s existing credit agreement, dated as of July 1, 2022 (as previously amended, the “Existing Credit Agreement”).

2025 Credit Facilities

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

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

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

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

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

The 2025 Credit Facilities mature on July 1, 2027.

The applicable borrower is required to make quarterly principal payments in respect to the 2025 Term Loans on the last business day of each calendar quarter, commencing with the last business day of the first full calendar quarter ending after the Closing Date, in equal installments equal to 1.25 % of the original principal amount of the applicable 2025 Term Loans on the Closing Date.

Amounts repaid or prepaid in respect of the term loans may not be re-borrowed.

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

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

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

Borrowings under the 2022 Credit Facility were used on the Closing Date to repay, in part, the $ 450 million senior unsecured delayed draw term loans (the “364 Day Term Loan”) due November 1, 2025 outstanding under the 2022 Credit Facility and to pay transaction costs, and may be used to finance working capital needs and other general corporate purposes of

the Company and its subsidiaries.

The 2025 Term Loans were borrowed on the Closing Date to repay outstanding indebtedness, including the 364 Day Term Loan, to pay transactions costs and for general corporate purposes of the Company and its subsidiaries.

It was a condition to the effectiveness of the Amended and Restated Credit Agreement that the Company repay all amounts outstanding in respect of the EUR 450 million senior unsecured term loan under the Versace Term Loan dated as of December 5, 2022 among Gianni Versace S.r.l., as borrower, Intesa Sanpaolo S.p.A., Banca Nazionale Del Lavoro S.p.A.

and UniCredit S.p.A., as arrangers and lenders, and Intesa Sanpaolo S.p.A., as agent, which repayment and termination occurred on February 4, 2025.

The Amended and Restated Credit Agreement provides for future incremental capacity in the form of increases in the 2022 Credit Facility, USD Term Loans or Euro Term Loans or additional tranches of term loans that are secured by pari passu liens on the collateral (“Incremental Facilities”) in an amount not to exceed the sum of (x) the excess of $ 750 million over the aggregate principal amount of Incremental Facilities and incremental equivalent debt incurred or established under this permission and (y) an additional amount such that after giving effect to such incurrence on a pro forma basis the ratio of indebtedness secured by liens on the collateral, minus unrestricted cash and cash equivalents not to exceed $ 200 million, to Consolidated EBITDAR (as defined below) for the most recent four quarter period for which financial statements are available would not exceed 3.00 to 1.00.

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

Borrowings under the 2022 Credit Facility bear interest, at the Company’s option, at (i) for loans denominated in United States dollars, (A) an alternate base rate (the “Alternate Base Rate”), which is the greatest of (x) the prime rate publicly announced from time to time by JPMorgan Chase, (y) the greater of the federal funds effective rate and the Federal Reserve Bank of New York overnight bank funding rate and zero , plus 50 basis points, and (z) the greater of term SOFR for an interest period of one month plus 10 basis points and zero , plus 100 basis points or (B) the greater of term SOFR for the applicable interest period plus 10 basis points (“Adjusted Term SOFR”) and zero (ii) for loans denominated in Pounds Sterling, the greater of SONIA and zero (iii) for loans denominated in Swiss Francs, the greater of SARON and zero (iv) for loans denominated in Euro, the greater of EURIBOR for the applicable interest period adjusted for statutory reserve requirements (“Adjusted EURIBOR Rate”) and zero (v) for loans denominated in Canadian Dollars, the greater of daily simple CORRA and zero and (vi) for loans denominated in Japanese Yen, the greater of TIBOR for the applicable interest period adjusted for statutory reserve requirements and zero in each case, plus an applicable margin based on the Company’s public debt ratings and/or net leverage ratio.

The USD Term Loans bear interest, at the Company’s option, at (1) the Alternate Base Rate or (2) the greater of Adjusted Term SOFR for the applicable interest period and zero .

The Euro Term Loans bear interest at the greater of the Adjusted EURIBOR Rate and zero .

The 2025 Credit Facilities provide for an annual administration fee and the Revolving Credit Facility provides for an unused commitment fee equal to 7.5 basis points to 17.5 basis points per annum, based on the Company’s public debt ratings and/or net leverage ratio, applied to the average daily unused amount of the 2022 Credit Facility, which was 15.0 basis points as of March 29, 2025.

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

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

In accordance with the prepayment terms under the Amended and Restated Credit Agreement, the Company used a portion of the cash proceeds received in connection with the completion of the Versace sale to prepay the outstanding balances under the 2025 Term Loans.

Due to this extinguishment of the 2025 Term Loans, the Company recognized $ 4 million of related

debt issuance costs within the Company's consolidated statements of operations and comprehensive income (loss) for the fiscal year ended March 28, 2026, as a component of interest income, net.

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

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

Following the prepayment and extinguishment of the 2025 Term Loans, the Revolving Credit Facility represents the only remaining outstanding credit arrangement under the 2025 Credit Facilities with available borrowing capacity as of March 28, 2026.

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The 2025 Credit Facilities provide for an annual administration fee and the Revolving Credit Facility provides for an unused commitment fee equal to 7.5 basis points to 17.5 basis points per annum, based on the Company’s public debt ratings and/or net leverage ratio, applied to the average daily unused amount of the Revolving Credit Facilities, which was 15.0 basis points as of March 28, 2026.

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

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

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The Company had $ 340 million and $ 755 million of borrowings outstanding under the Revolving Credit Facility as of March 28, 2026 and March 29, 2025, respectively.

In addition, stand-by letters of credit of $ 1 million and $ 2 million were outstanding as of March 29, 2025 and March 30, 2024, respectively.

At March 29, 2025 and March 30, 2024, the amount available for future borrowings under the 2022 Revolving Credit Facility were $ 744 million and $ 734 million, respectively.

In addition, stand-by letters of credit of $ 1 million were outstanding as of March 28, 2026 and March 29, 2025, respectively.

At March 28, 2026 and March 29, 2025, the amount available for future borrowings under the Revolving Credit Facility were $ 1.159 billion and $ 744 million, respectively.

The Company had $ 2 million and $ 3 million of deferred financing fees related to the Revolving Credit Facility as of March 28, 2026 and March 29, 2025, respectively, and are recorded within other assets in the Company’s consolidated balance sheets.

As of March 29, 2025, the carrying value of borrowings outstanding under the 2025 Term Loans was $ 706 million, net of debt issuance costs of $ 6 million, and are recorded within long-term debt in the Company's consolidated balance sheets.

As of March 29, 2025, and the date these financial statements were issued, the Company was in compliance with all covenants related to the 2025 Credit Facilities.

Versace Term Loan

On December 5, 2022, Gianni Versace S.r.l., a wholly owned subsidiary of Capri Holdings Limited, entered into a credit facility with Intesa Sanpaolo S.p.A., Banco Nazionale del Lavoro S.p.A., and UniCredit S.p.A., as arrangers and lenders, and Intesa Sanpaolo S.p.A., as agent, which provided a senior unsecured term loan (the “Versace Term Loan”) in an aggregate principal amount of € 450 million (approximately $ 486 million).

The Versace Term Loan was not subject to amortization and had a maturity date of December 5, 2025.

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

During the fourth quarter of Fiscal 2025, the Company terminated and repaid the Versace Term Loan as part of their Amended and Restated Credit Agreement.

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

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

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

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

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

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

and their respective subsidiaries.

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

If such an event of default occurs and is

continuing, the lenders under the Versace Term Loan would be entitled to take various actions, including, but not limited to, accelerating amounts outstanding under the Versace Term Loan.

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

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

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

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

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

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

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

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

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

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

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

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

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

As of March 28, 2026, the Company was in compliance with all covenants related to the 2025 Credit Facilities.

Supplier Financing Program

The Company offers a supplier financing program which enables certain inventory suppliers, at their sole discretion, to sell their receivables (i.e., the Company’s payment obligations to suppliers) to a financial institution on a non-recourse basis in order to be paid earlier than current payment terms provide.

The Company offers a supplier financing program which enables the Company’s inventory suppliers, at their sole discretion, to sell their receivables (i.e., the Company’s payment obligations to suppliers) to a financial institution on a non-recourse basis in order to be paid earlier than current payment terms provide.

The Company’s obligations, including the amount due and scheduled payment dates, which generally do not exceed 90 days, are not impacted by a suppliers’ decision to participate in this program.

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

The amount outstanding under this program as of March 29, 2025 and March 30, 2024 were $ 24 million and $ 11 million, respectively and are recorded as short-term debt in the Company’s consolidated balance sheets.

The amount outstanding under this program as of March 28, 2026 and March 29, 2025 were $ 14 million and $ 24 million, respectively, and is presented as short-term debt on the Company’s consolidated balance sheets.

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The following table presents a rollforward of the Company’s supplier financing program activities (in millions):

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with a revolving credit line of up to ¥ 1.0 billion ($ 6 million).

The Japan Credit Facility bears interest at a rate posted by the bank plus 0.300 % two business days prior to

the date of borrowing or the date of interest renewal.

The Japan Credit Facility bears interest at the Tokyo Interbank Offered Rate (“TIBOR”) plus 60 basis points two business days prior to the date of borrowing or the date of interest renewal.

As of March 28, 2026 and March 29, 2025, there were no borrowings outstanding under the Japan Credit Facility.

Hong Kong Credit Facilities

As of March 29, 2025, the Company’s Hong Kong subsidiary, Michael Kors (HK) Limited and Subsidiaries (“MKHKL”), had an uncommitted credit facility (“HK HSBC Credit Facility”) with HSBC Bank (“HSBC”), which may be used to fund general working capital needs of MKHKL through March 2026 subject to HSBC’s discretion.

The HK Credit Facility provides MKHKL with a revolving line of credit of up to 25 million Hong Kong dollars ($ 3 million), which includes bank guarantees of up to 10 million Hong Kong dollars ($ 1 million).

As of March 28, 2026, the Company’s Hong Kong subsidiary, Michael Kors (HK) Limited and Subsidiaries (“MK Hong Kong”), had an uncommitted credit facility (“HK HSBC Credit Facility”) with HSBC Bank (“HSBC”), which may be used to fund general working capital needs of MK Hong Kong through March 2027 subject to HSBC’s discretion.

The HK Credit Facility provides MK Hong Kong with a revolving line of credit of up to 25 million Hong Kong dollars ($ 3 million), which includes bank guarantees of up to 10 million Hong Kong dollars ($ 1 million).

Borrowings under the HK HSBC Credit Facility must be made in increments of at least 5 million Hong Kong dollars and bear interest at the Hong Kong Interbank Offered Rate (“HIBOR”) plus 200 basis points.

As of March 28, 2026 and March 29, 2025, there were no borrowings outstanding under the HK HSBC Credit Facility.

As of March 29, 2025, the Company’s Hong Kong subsidiary, MKHKL, had a short-term credit facility (“HK SCB Credit Facility”) with Standard Charter Bank (“SCB”), which may be used to fund general working capital needs, not to exceed 12 months.

As of March 28, 2026, the Company’s Hong Kong subsidiary, MK Hong Kong, had a short-term credit facility (“HK SCB Credit Facility”) with Standard Charter Bank (“SCB”), which may be used to fund general working capital needs, not to exceed 12 months.

The HK SCB Credit Facility is in effect through November 2026.

The HK SCB Credit Facility provides MKHKL with a revolving loan of up to 20 million Hong Kong dollars ($ 2 million).

The HK SCB Credit Facility provides MK Hong Kong with a revolving loan of up to 20 million Hong Kong dollars ($ 3 million).

Borrowings under the HK SCB Credit Facility bear interest at 1.5 % per annum at the time of borrowing.

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China Credit Facilities

As of March 29, 2025, the Company’s subsidiary in China, Michael Kors Trading (Shanghai) Company Limited (“MKTSCL”), had a short-term credit facility (“China HSBC Credit Facility”) with HSBC, which may be used to fund general working capital needs, not to exceed 12 months.

As of March 28, 2026, the Company’s subsidiary in China, Michael Kors Trading (Shanghai) Company Limited (“MK Shanghai”), had a short-term credit facility (“China HSBC Credit Facility”) with HSBC, which may be used to fund general working capital needs, not to exceed 12 months.

The China Credit Facility is in effect through August 2026.

The China HSBC Credit Facility provides MKTSCL with a Revolving Loan Facility of up to RMB 65 million ($ 9 million), which includes a revolving loan of RMB 35 million ($ 5 million), an overdraft facility with a credit line of RMB 10 million ($ 1 million) and a non-financial bank guarantee facility of RMB 20 million ($ 2 million) or its equivalent in another currency, at lender’s discretion.

Borrowings under the China HSBC Credit Facility bear interest at plus 0.42 % of the applicable People’s Bank of China’s benchmark lending rate at the time of borrowing.

The China HSBC Credit Facility provides MK Shanghai with a Revolving Loan Facility of up to RMB 65 million ($ 9 million), which includes a revolving loan of RMB 35 million ($ 5 million), an overdraft facility with a credit line of RMB 10 million ($ 1 million) and a non-financial bank guarantee facility of RMB 20 million ($ 3 million) or its equivalent in another currency, at lender’s discretion.

Borrowings under the China HSBC Credit Facility bear interest at the MK Shanghai rate plus 42 basis points.

As of March 28, 2026 and March 29, 2025, there were no borrowings outstanding under the China HSBC Credit Facility.

As of March 29, 2025, the Company’s subsidiary in China, MKTSCL, had a short-term credit facility (“China SCB Credit Facility”) with SCB, which may be used to fund general working capital needs, not to exceed 12 months.

As of March 28, 2026, the Company’s subsidiary in China, MK Shanghai, had a short-term credit facility (“China SCB Credit Facility”) with SCB, which may be used to fund general working capital needs, not to exceed 12 months.

The China SCB Credit Facility is in effect through January 2027.

The China SCB Credit Facility provides MKTSCL with a Revolving Loan Facility of up to RMB 30 million ($ 4 million), which includes a revolving loan of RMB 20 million ($ 2 million) and a bank guarantee with a sublimit of the revolving loan of RMB 10 million ($ 1 million).

Borrowings under the China SCB Credit Facility bear interest at plus 0.15 % of the applicable People’s Bank of China’s benchmark lending rate at the time of borrowing.

The China SCB Credit Facility provides MK Shanghai with a Revolving Loan Facility of up to RMB 30 million ($ 4 million), which includes a revolving loan of RMB 20 million ($ 3 million) and a bank guarantee with a sublimit of the revolving loan of RMB 10 million ($ 1 million).

Borrowings under the China SCB Credit Facility bear interest at the MK Shanghai rate plus 15 basis points.

As of March 28, 2026 and March 29, 2025, there were no borrowings outstanding under the China SCB Credit Facility.

Versace Facilities

During Fiscal 2024, the Company's subsidiary, GIVI Holding S.r.l.

(“GIVI”), entered into an agreement with Banco BPM Banking Group (“the Bank”) to sell certain tax receivables to the Bank in exchange for cash.

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

As of March 29, 2025, the outstanding balance was $ 10 million, which was recorded within long-term debt in the Company’s consolidated balance sheets.

As of March 29, 2025, the Company’s subsidiary, Gianni Versace S.r.l.

(“Versace”), had two uncommitted short-term credit facilities, one with Unicredit and the other with Intesa (“Versace Credit Facilities”), which may be used for general working capital needs of Versace.

The Versace Credit Facilities are in effect until Unicredit or Intesa decides to terminate the credit facilities.

The Versace Credit Facilities provide Versace with a swing line of credit of up to € 25 million ($ 27 million), with interest set by Unicredit or Intesa on the date of borrowing.

As of March 29, 2025 and March 30, 2024, there were no borrowings outstanding under the Versace Credit Facility.

As of March 29, 2025, Versace had an uncommitted short-term credit facility with BNP Paribas (“Versace BNP Credit Facility”), which may be used for general working capital needs of Versace.

The Versace BNP Credit Facility is in effect until BNP Paribas decides to terminate the credit facility.

The Versace BNP Credit Facility provides Versace with a swing line of

credit of up to € 4 million ($ 4 million), which includes a bank guarantee of € 4 million ($ 4 million), with interest set by BNP Paribas on the date of borrowing.

As of March 29, 2025 and March 30, 2024, there were no borrowings outstanding under the Versace BNP Credit Facility.

As of March 29, 2025, there were € 4 million ($ 4 million) bank guarantees outstanding under this facility.

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Commitments and Contingencies

The Company has issued stand-by letters of credit to guarantee certain of its retail and corporate operating lease commitments, aggregating $ 24 million at March 29, 2025, including $ 1 million in letters of credit issued under the Revolving Credit Facility.

The Company has issued stand-by letters of credit to guarantee certain of its retail and corporate operating lease commitments, aggregating $ 23 million at March 28, 2026, including $ 1 million in letters of credit issued under the 2025 Revolving Credit Facilities.

Other Commitments

As of March 29, 2025, the Company also has other contractual commitments aggregating $ 2.145 billion, which consist of debt obligations of $ 1.506 billion, inventory purchase commitments of $ 553 million and other contractual obligations of $ 86 million, which primarily relate to the Company’s marketing and advertising obligations, information technology agreements and supply agreements.

As of March 28, 2026, the Company also has other contractual commitments aggregating $ 894 million, which consist of debt obligations of $ 357 million, inventory purchase commitments of $ 470 million and other contractual obligations of $ 67 million, which primarily relate to the Company’s marketing and advertising obligations, information technology agreements and supply agreements.

Long-term Employment Contract

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The Company makes no adjustments to these broker obtained quotes or prices, but assesses the credit risk of the counterparty and would adjust the provided valuations for counterparty credit risk when appropriate.

The fair value of the Company’s derivative instruments are included in prepaid expenses and other current assets, other assets, accrued expenses and other current liabilities and in other long-term liabilities on the consolidated balance sheets depending on whether they represent assets or liabilities of the Company and based on the maturity date of each individual hedge contract.

See Note 15 for further detail.

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

Refer to Note 16 - “Derivative Financial Instruments” for further detail.

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

Fair value at March 28, 2026, using:

Fair value at March 29, 2025, using:

Quoted prices

Quoted prices in active markets for

identical assets

(Level 1) Significant

other observable

(Level 2) Significant

(Level 3) Quoted prices

identical assets

(Level 3) Quoted prices in active markets for identical assets

(Level 1) Significant

other observable

(Level 2) Significant

Derivative assets:

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

Forward foreign currency exchange contracts $ — $ 2 $ — $ — $ 2 $ —

Total derivative assets $ — $ 2 $ — $ — $ 2 $ —

6 unchanged sentences

Borrowings under revolving credit facilities, if outstanding, are recorded at carrying value, which approximates fair value due to the frequent nature of such borrowings and repayments.

See Note 12 for detailed information related to carrying values of the Company’s outstanding debt.

Refer to Note 13 - “Debt Obligations” for detailed information related to the carrying values of the Company’s outstanding debt.

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

3 unchanged sentences

Value Estimated

Revolving Credit Facilities $ 755 $ 755 $ 764 $ 764

Revolving Credit Facility $ 340 $ 340 $ 755 $ 755

2025 Term Loans $ — $ — $ 706 $ 699

Versace Term Loan $ — $ — $ 485 $ 487

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

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

2 unchanged sentences

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

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

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

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

See Note 3 for additional information.

Refer to Note 3 - “Summary of Significant Accounting Policies” for additional information.

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The Company recorded $ 40 million, $ 142 million, and $ 292 million of impairment charges during Fiscal 2026, Fiscal 2025, and Fiscal 2024, respectively.

1 unchanged sentence

Carrying Value Prior to Impairment Fair Value Impairment Charge (1)

Goodwill $ 1,214 $ 784 $ 430

Brands 864 633 231

Operating Lease Right-of-Use Assets

$ 69 $ 38 $ 31

Property and Equipment

Customer Relationships 10 — 10

Total $ 82 $ 42 $ 40

5 unchanged sentences

Goodwill $ 549 $ 357 $ 192

Operating Lease Right-of-Use Assets 100 67 33

Brands 285 215 70

Operating Lease Right-of-Use Assets 52 24 28

Property and Equipment 5 1 4

3 unchanged sentences

Forward Foreign Currency Exchange Contracts

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

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

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

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

During the fourth quarter of Fiscal 2025, the Company entered into multiple EUR/USD forward contracts with total notional amounts of $ 50 million.

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

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

During Fiscal 2026, the Company entered into multiple EUR/USD forward contracts with notional amounts of $ 138 million and, as of March 28, 2026, the Company had $ 108 million in notional of designated forward foreign currency exchange contracts outstanding.

On December 2, 2025, in relation to the proceeds received from the sale of Versace, the Company entered into a forward foreign currency exchange contract with a notional amount of € 324 million to mitigate the foreign currency exchange risk arising from an intercompany transaction.

This was a short term derivative contract which was settled on January 27, 2026.

The Company did not designate this derivative for hedge accounting and recognized a $ 2 million gain within foreign currency (gain) loss in the Company’s consolidated statements of operations and comprehensive income (loss) during the fiscal year ended March 28, 2026.

Net Investment Hedges

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

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

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

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

During the fourth quarter of Fiscal 2025, the Company entered into additional fixed-to-fixed cross-currency swap agreements with aggregate notional amounts of $ 550 million, of which the Company will exchange monthly fixed rate payments on United States dollar notional amounts for fixed rate payments of 0.0 % in CHF.

As of March 29, 2025, the Company had $ 3.5 billion of hedges outstanding to hedge its net investment in CHF denominated subsidiaries.

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

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

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

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

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

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

During the fourth quarter of Fiscal 2025, the Company terminated its fixed-to-fixed cross-currency swap agreements with aggregate notional amounts of $ 2.384 billion, which resulted in the Company receiving $ 42 million of cash.

These were subsequently replaced by fixed-to-fixed cross-currency swap agreements with aggregate notional amounts of $ 2.364 billion related to its net investment in Euro denominated subsidiaries, of which the Company will exchange monthly fixed rate payments on United States dollar notional amounts for fixed rate payments of 0.0 % in Euro.

As of March 29, 2025, the Company had $ 2.364 billion of fixed-to-fixed cross-currency hedges outstanding related to its net investment in Euro denominated subsidiaries.

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

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

Accordingly, the Company recorded interest income of $ 117 million, $ 95 million and $ 38 million, respectively, during Fiscal 2025, Fiscal 2024 and Fiscal 2023.

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

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

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

During the first and second quarters of Fiscal 2026, the Company modified multiple fixed-to-fixed cross-currency swap agreements with aggregate notional amounts of $ 950 million and $ 275 million, respectively, of which the Company will exchange monthly fixed rate payments on United States dollar notional amounts for fixed rate payments of 0.0 % in CHF.

As of March 28, 2026, the Company had $ 3.5 billion of outstanding hedges to hedge its net investment in CHF denominated subsidiaries.

These contracts have maturity dates between March 2027 and May 2045 and are designated as net investment hedges.

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

At the effective date of the respective CSA, if the fair value of a derivative contract exceeds a certain threshold governed by the aforementioned CSAs, either party is required to post cash collateral.

As of March 28, 2026 and March 29, 2025, the Company had $ 2.364 billion of fixed-to-fixed cross-currency hedges outstanding related to its net investment in Euro denominated subsidiaries, of which the Company will exchange monthly fixed rate payments on United States dollar notional amounts for fixed rate payments of 0.0 % in EUR.

During the third and fourth quarters of Fiscal 2026, the Company modified multiple fixed-to-fixed cross-currency swap agreements with aggregate notional amounts of $ 350 million of which the Company will exchange monthly fixed rate payments on United States dollar notional amounts for fixed rate payments of 0.0 % in EUR, respectively.

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

The Company recorded interest income of $ 140 million, $ 117 million and $ 95 million during the fiscal years ended March 28, 2026, March 29, 2025, and March 30, 2024, respectively.

Interest Rate Swaps

2 unchanged sentences

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

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

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

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

As of both March 29, 2025 and March 30, 2024, the Company did not have any interest rate swap agreements outstanding.

See Note 12 for further detail on the Company’s debt refinancing.

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

During Fiscal 2025, the Company recorded $ 1 million of interest income related to this agreement.

As of March 30, 2024, the Company did not have interest income related to interest rate swap agreements as they were entered into during the second quarter of Fiscal 2025.

As of March 28, 2026 and March 29, 2025, the Company did not have any interest rate swap agreements outstanding.

During the fiscal year ended March 28, 2026, the Company recognized $ 5 million of interest expense related to amortization of the fair value previously recorded as a component of accumulated other comprehensive (loss) income related to the terminated interest rate swaps.

During the fiscal year ended March 29, 2025, the Company recorded $ 1 million of interest income related to this agreement.

During the fiscal year ended March 30, 2024, the Company did not have any interest rate swap agreements.

In conjunction with the prepayment of the 2025 Term Loans, the Company released into earnings the remaining unamortized component of accumulated other comprehensive (loss) income related to the terminated interest rate swaps.

Accordingly, the Company recognized approximately $ 7 million of expense within interest (income) expense, net, in the Company’s consolidated statements of operations and comprehensive income (loss) for the fiscal year ended March 28, 2026.

Fair Value Hedges

2 unchanged sentences

As of March 28, 2026 and March 29, 2025, there were no fair value hedges outstanding.

In the fourth quarter of Fiscal 2024, the Company settled its Euro denominated intercompany loan and recognized $ 14 million of foreign currency loss within the Company’s consolidated statements of operations and comprehensive (loss) income from AOCI.

The Company recorded a foreign currency gain of $ 28 million in foreign currency loss within the Company’s consolidated statements of operations and comprehensive (loss) income during Fiscal 2024 from the GBP Fair Value Hedge which offset translation losses from the underlying transaction.

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

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

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

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The following table details the fair value of the Company’s derivative contracts, which are recorded on a gross basis in the consolidated balance sheets as of March 28, 2026 and March 29, 2025 (in millions):

6 unchanged sentences

Designated forward foreign currency exchange contracts $ 108 $ 50 $ 2 (1)

$ — $ — $ 2 (2)

Designated net investment hedges 5,864 5,864 — — 840 (3)

Total hedges $ 5,914 $ 3,850 $ — $ 12 $ 291 $ 88

Total $ 5,972 $ 5,914 $ 2 $ — $ 840 $ 291

(1) Recorded within prepaid expenses and other current assets in the Company’s consolidated balance sheets.

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

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

(3) As of March 28, 2026, the Company recorded $ 30 million within accrued expenses and other current liabilities and $ 810 million within other long-term liabilities on the Company’s consolidated balance sheets.

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

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

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

However, if the Company were to offset and record the asset and liability balances for its derivative instruments on a net basis in accordance with the terms of its master netting arrangements, which provide for the right to set-off amounts for similar transactions denominated in the same currencies and with the same banks, the resulting impact as of March 28, 2026 and March 29, 2025 would be as follows (in millions):

6 unchanged sentences

Assets subject to master netting arrangements $ 2 $ — $ — $ —

$ — $ — $ — $ 12

Liabilities subject to master netting arrangements $ — $ 2 $ 840 $ 289

$ 2 $ — $ 289 $ 88

Derivative assets, net $ 2 $ — $ — $ —

Derivative liabilities, net $ — $ 2 $ 840 $ 289

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

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

Fiscal Year Ended March 29, 2025 Fiscal Year Ended March 30, 2024 Fiscal Year Ended April 1, 2023

Pre-Tax Losses Recognized in OCI Pre-Tax Losses Recognized in OCI Pre-Tax Gains/(Losses) Recognized in OCI

As of March 28, 2026, the Company’s master netting arrangements do not require cash collateral to be pledged by the Company or its counterparties.

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The following tables summarize the gains and losses recognized within the consolidated statements of operations and comprehensive (loss) income related to the Company’s hedge contracts for Fiscal 2026, Fiscal 2025 and Fiscal 2024 (in millions):

Fiscal Years Ended

March 28, 2026 March 29, 2025 March 30, 2024 Location of (Gains) Losses Recognized

Designated forward foreign currency exchange contracts $ 4 $ — $ ( 4 ) Cost of goods sold

Designated interest rate swaps $ 12 $ — $ — Interest income, net

Designated fair value hedges $ — $ — $ 14 Foreign currency loss

The following table summarizes the pre-tax impact of the losses recorded to other comprehensive income (“OCI”) related to the Company’s designated hedges (in millions):

Fiscal Years Ended

March 28, 2026 March 29, 2025 March 30, 2024

Pre-Tax Losses Recognized in OCI Pre-Tax Losses Recognized in OCI Pre-Tax Losses Recognized in OCI

Designated forward foreign currency exchange contracts $ ( 1 ) $ — $ —

2 unchanged sentences

Designated fair value hedges $ — $ — $ ( 8 )

The following tables summarize the pre-tax impact of the gains and losses within the consolidated statements of operations and comprehensive (loss) income related to the designated forward foreign currency exchange contracts and the designated fair value hedges (in millions):

Fiscal Year Ended

Pre-Tax (Gains) Losses

Reclassified from Accumulated OCI Location of (Gains) Losses Recognized

March 29, 2025 March 30, 2024 April 1, 2023

Designated forward foreign currency exchange contracts $ — $ ( 4 ) $ ( 14 ) Cost of goods sold

Designated fair value hedges $ — $ 14 $ — Foreign currency loss

Undesignated Hedges

During both Fiscal 2025 and Fiscal 2024, the Company did not have any undesignated forward foreign currency exchange contracts outstanding.

During Fiscal 2023 a gain of $ 2 million was recognized within foreign currency loss in the Company’s consolidated statements of operations and comprehensive (loss) income as a result of the changes in the fair value of undesignated forward foreign currency exchange contracts.

Refer to Note 3 - “Summary of Significant Accounting Policies” for additional information about our accounting policies for derivative financial instruments.

Shareholders’ Equity

Share Repurchase Program

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

Share repurchases may be made in open market or privately negotiated transactions and/or pursuant to Rule 10b5-1 trading plans, subject to market conditions, applicable legal requirements, trading restrictions under the Company’s insider trading policy and other relevant factors.

On November 9, 2022, the Company announced its Board of Directors approved a two-year share repurchase program to purchase up to $ 1.0 billion of its outstanding ordinary shares, which expired on November 9, 2024.

Share repurchases were permitted to be made in open market or privately negotiated transactions and/or pursuant to Rule 10b5-1 trading plans, subject to market conditions, applicable legal requirements, trading restrictions under the Company’s insider trading policy and other relevant factors.

However, pursuant to the terms of the Merger Agreement, and subject to certain limited exceptions, the Company was prohibited from repurchasing its ordinary shares other than the acceptance of Company ordinary shares as payment of the exercise price of Company options or for withholding taxes with respect of Company equity awards.

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

The share repurchase program expired on November 9, 2024.

During Fiscal 2025, and for the reasons set forth above, the Company did not purchase any shares through open market transactions under the share repurchase program.

During Fiscal 2024, the Company purchased 2,637,102 shares with a fair value of $ 100 million through open market transactions.

As of March 29, 2025, the Company had no remaining availability under the Company’s share repurchase program as it expired on November 9, 2024.

Accordingly, the Company did not repurchase any of its ordinary shares during the pendency of the Merger Agreement through the expiration date of the share repurchase program.

On November 4, 2025, the Company announced the Board of Directors approved a three-year share repurchase program of up to $ 1.0 billion of its outstanding ordinary shares, which was implemented during the fourth quarter of Fiscal 2026.

The program may be suspended or discontinued at any time.

During Fiscal 2026, the Company repurchased 3,993,203 shares through open market transactions with a fair value of $ 79 million as part of this program.

As of March 28, 2026, the remaining availability under this share repurchase program was $ 921 million.

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

During Fiscal 2026 and Fiscal 2025, the Company withheld 114,769 shares and 117,710 shares, respectively, with a fair value of $ 2 million and $ 4 million, respectively, in satisfaction of minimum tax withholding obligations relating to the vesting of restricted share awards.

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Accumulated Other Comprehensive Income

The following table details changes in the components of accumulated other comprehensive income (“AOCI”), net of taxes, for Fiscal 2025, Fiscal 2024 and Fiscal 2023 (in millions):

The following table details changes in the components of AOCI, net of taxes, for Fiscal 2026, Fiscal 2025 and Fiscal 2024 (in millions):

Foreign Currency

5 unchanged sentences

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

Other comprehensive (loss) income before reclassifications ( 41 ) 8 ( 33 )

amounts reclassified from AOCI to earnings — 14 14

Other comprehensive loss, net of tax ( 41 ) ( 6 ) ( 47 )

Balance at April 1, 2023 143 4 147

Other comprehensive (loss) income before reclassifications 18 ( 14 ) 4

amounts reclassified from AOCI to earnings — ( 10 ) ( 10 )

Other comprehensive income, net of tax 18 ( 4 ) 14

Other comprehensive income (loss) before reclassifications 18 ( 14 ) 4

Loss reclassified from AOCI to earnings — 10 10

Other comprehensive income (loss), net of tax 18 ( 4 ) 14

Balance at March 30, 2024 161 — 161

Other comprehensive loss before reclassifications ( 94 ) ( 10 ) ( 104 )

amounts reclassified from AOCI to earnings — — —

Loss reclassified from AOCI to earnings — — —

Other comprehensive loss, net of tax ( 94 ) ( 10 ) ( 104 )

Balance at March 29, 2025 67 ( 10 ) 57

Other comprehensive loss before reclassifications ( 430 ) ( 1 ) ( 431 )

Loss reclassified from AOCI to earnings 39 12 51

Other comprehensive (loss) income, net of tax ( 391 ) 11 ( 380 )

Balance at March 28, 2026 $ ( 324 ) $ 1 $ ( 323 )

(1) Foreign currency translation adjustments for Fiscal 2026 primarily include a $ 410 million loss, net of taxes of $ 141 million, relating to the Company’s net investment hedges, as well as a net $ 20 million translation loss.

Foreign currency translation adjustments for Fiscal 2025 primarily include a net $ 5 million translation loss, and a $ 89 million loss, net of taxes of $ 40 million, primarily relating to the Company’s net investment hedges.

Foreign currency translation adjustments for Fiscal 2024 primarily include a net $ 25 million translation gain, partially offset by a $ 7 million loss, net of taxes of $ 2 million, primarily relating to the Company’s net investment hedges.

Foreign currency translation adjustments for Fiscal 2023 primarily include a net $ 266 million translation loss, partially offset by a $ 224 million gain, net of taxes of $ 114 million, primarily relating to the Company’s net investment hedges.

(2) Other comprehensive loss before reclassifications for Fiscal 2026 was primarily related to the Company’s forward foreign currency exchange contracts, net of taxes.

Reclassifications from AOCI into earnings for Fiscal 2026 were $ 8 million, net of taxes of $ 4 million, related to the Company’s previously terminated interest rate swaps and $ 4 million, net of immaterial taxes, related to the Company’s forward foreign currency exchange contracts for inventory purchases.

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

Reclassifications from AOCI into earnings for Fiscal 2024 primarily include a $ 14 million loss related to the Company’s GBP fair value hedge due to the settlement of the associated Euro denominated intercompany loans and are recorded within foreign currency loss in the Company’s consolidated statements of operations and comprehensive (loss) income.

Reclassifications from AOCI into earnings for Fiscal 2024 primarily include a $ 14 million loss related to the Company’s GBP fair value hedge due to the settlement of the associated Euro denominated intercompany loans and are recorded within foreign currency (gain) loss in the Company’s consolidated statements of operations and comprehensive (loss) income.

This is partially offset by a $ 4 million gain related to the forward foreign currency exchange contracts for inventory purchases and are recorded within cost of goods sold in the Company’s consolidated statements of operations and comprehensive (loss) income.

Reclassifications from AOCI into earnings for Fiscal 2023 primarily include a $ 14 million gain related to the foreign currency exchange contracts for inventory purchases and are recorded within cost of goods sold in the Company’s consolidated statements of operations and comprehensive (loss) income.

Share-Based Compensation

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

The Company has two equity plans which includes one stock option plan adopted in Fiscal 2008 (as amended and restated, the “2008 Plan”), and an Omnibus Incentive Plan adopted in Fiscal 2012 and amended and restated with shareholder approval in May 2015 and again in June 2020 (the “Incentive Plan”).

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

As of March 29, 2025, there were no shares available to grant equity awards under the 2008 Plan.

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

On December 1, 2011, the Company adopted the Omnibus Incentive Plan (the “Incentive Plan”) which allows for grants of share options, restricted shares, RSUs and other forms of equity compensation.

On August 7, 2025, the Company’s shareholders approved an amendment to the Incentive Plan to increase the number of ordinary shares authorized for issuance by 2,500,000 increasing the total authorized ordinary shares to 24,971,000 .

At March 28, 2026, there were 4,351,867 ordinary shares available for future grants of equity awards under the Incentive Plan.

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

Option grants issued from the 2008 Plan generally expire seven years from the grant date.

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Share Options

2 unchanged sentences

The following table summarizes the share options activity during Fiscal 2026, and information about options outstanding at March 28, 2026:

Options Weighted

Options Weighted Average

Exercise Price Weighted

Life (years) Aggregate

Contractual Life (years) Aggregate

Intrinsic Value

(in millions)

5 unchanged sentences

Outstanding at March 28, 2026

180,481 $ 67.52 0.21 $ —

Vested or expected to vest at March 28, 2026

180,481 $ 67.52 0.21

Vested and exercisable at March 28, 2026

180,481 $ 67.52 0.21 $ —

There were no unvested options and 180,481 vested options outstanding at March 29, 2025.

The total intrinsic value of options exercised during both Fiscal 2025 and Fiscal 2024 were immaterial.

The was no cash received from options exercised during Fiscal 2025 and $ 1 million in cash received from options exercised in Fiscal 2024.

There were no vested or unvested options outstanding at March 28, 2026.

There were no options exercised during Fiscal 2026 and Fiscal 2025.

As of March 28, 2026, there was no remaining unrecognized share-based compensation expense for unvested share options.

20 unchanged sentences

Granted 2,303,635 $ 18.05 — $ —

Change due to performance conditions, net — $ — ( 152,921 ) $ 47.41

Vested ( 1,427,809 ) $ 37.73 — $ —

2 unchanged sentences

2,609,707 $ 19.62 162,954 $ 36.82

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The total fair value of service-based RSUs vested during Fiscal 2026, Fiscal 2025 and Fiscal 2024 was $ 54 million, $ 64 million and $ 87 million, respectively.

The total fair value of performance-based RSUs vested during Fiscal 2026, Fiscal 2025 and Fiscal 2024 were $ 0 million, $ 1 million and $ 0 million, respectively.

As of March 29, 2025, the remaining unrecognized share-based compensation expense for unvested, service-based and performance-based RSU grants was $ 69 million and $ 1 million, respectively, which is expected to be recognized over the related weighted-average period of approximately 2.6 years and 1.2 years.

As of March 28, 2026, the remaining unrecognized share-based compensation expense for unvested, service-based and performance-based RSU grants was $ 41 million and an immaterial amount, respectively, which is expected to be recognized over the related weighted-average period of approximately 2.0 years and 0.2 years.

Share-Based Compensation Expense

2 unchanged sentences

2026 March 29,

2024 April 1,

2025 March 30,

Share-based compensation expense $ 34 $ 50 $ 55

3 unchanged sentences

The estimated value of future forfeitures for equity awards as of March 28, 2026 is $ 4 million.

The Company is a United Kingdom tax resident and is incorporated in the British Virgin Islands.

Certain Capri subsidiaries are subject to taxation in the United States while various other Capri subsidiaries are subject to taxation in foreign jurisdictions and are aggregated in the “Non-United States” caption below.

(Loss) income before provision (benefit) for income taxes consisted of the following (in millions):

There were no estimated forfeitures for performance-based RSUs.

The Company is a United Kingdom (“U.K.”) tax resident and is incorporated in the British Virgin Islands.

Certain Capri subsidiaries are subject to taxation in the United Kingdom and the United States while various other Capri subsidiaries are subject to taxation in foreign jurisdictions and are aggregated in the “Other” caption below.

Income (loss) from continuing operations before income taxes consisted of the following (in millions):

Fiscal Years Ended

2026 March 29,

2024 April 1,

2025 March 30,

United Kingdom $ 55 $ 96 $ 38

United States ( 66 ) ( 136 ) ( 25 )

Non-United States ( 578 ) ( 268 ) 563

Total (loss) income before provision (benefit) for income taxes $ ( 727 ) $ ( 283 ) $ 648

The provision (benefit) for income taxes consisted of the following (in millions):

Other 118 38 8

Total income (loss) from continuing operations before income taxes $ 107 $ ( 2 ) $ 21

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The provision for income taxes consisted of the following (in millions):

Fiscal Years Ended

2026 March 29,

2024 April 1,

United States - Federal $ — $ 14 $ 62

United States - State 1 5 22

Non-United States 63 (1)

2025 March 30,

United Kingdom $ 18 (1)

United States ( 6 ) 3 17

Other 25 9 50

Total current provision for income taxes 37 73 115

United States - Federal 197 (2)

( 12 ) ( 40 )

United States - State 30 ( 5 ) ( 6 )

Non-United States 161 (2)

United Kingdom 2 25 ( 45 )

United States 1 227 (3)

Other ( 13 ) (2)

Total deferred provision (benefit) for income taxes ( 10 ) 451 ( 107 )

Total provision (benefit) for income taxes $ 452 $ ( 54 ) $ 29

(1) Primarily relates to the release of uncertain tax positions in Fiscal 2025.

Total provision for income taxes $ 27 $ 524 $ 8

(1) Primarily relates to lower income in the U.K.

attributable to the changes in global financing activities in Fiscal 2026.

(2) Primarily relates to the release of valuation allowance on deferred tax assets in Fiscal 2026.

(3) Primarily relates to the valuation allowance on deferred tax assets recorded in Fiscal 2025.

(3) Primarily relates to the UK tax restructuring activities in Fiscal 2024.

(4) Primarily relates to the impairment of Jimmy Choo and Versace indefinite-lived intangible assets in Fiscal 2024.

(5) Primarily relates to the remeasurement of an Asian income tax reserve.

The Company’s provision (benefit) for income taxes for the fiscal years ended March 29, 2025, March 30, 2024 and April 1, 2023 were different from the amount computed by applying the statutory U.K.

income tax rates to the underlying (loss) income before provision (benefit) for income taxes as a result of the following (in millions):

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The Company’s provision for income taxes for the fiscal year ended March 28, 2026 was different from the amount computed by applying the statutory U.K.

income tax rate to the underlying income (loss) before provision for income taxes as a result of the following (dollars in millions):

Fiscal Year Ended

federal statutory tax rate $ 27 25.0 %

Foreign tax effects (by jurisdiction):

Statutory tax rate difference between Australia and the U.K.

( 2 ) ( 1.5 ) %

Changes in valuation allowances ( 2 ) ( 1.8 ) %

Other adjustments 1 1.3 %

Statutory tax rate difference between Canada and the U.K.

( 2 ) ( 1.5 ) %

Changes in valuation allowances ( 16 ) ( 15.0 ) %

Return to provision 4 4.2 %

Return to provision 2 1.5 %

Statutory tax rate difference between Hong Kong and the U.K.

( 1 ) ( 0.9 ) %

Changes in valuation allowances 7 6.6 %

Return to provision 3 2.3 %

Other adjustments ( 1 ) ( 0.9 ) %

Nontaxable or nondeductible items ( 5 ) ( 5.4 ) %

Other adjustments 1 0.8 %

Return to provision 3 3.0 %

Changes in valuation allowances 3 2.8 %

Other adjustments ( 3 ) ( 2.6 ) %

Statutory tax rate difference between Switzerland and the U.K.

( 9 ) ( 8.6 ) %

Changes in valuation allowances 4 3.3 %

Nontaxable or nondeductible items 3 3.2 %

Return to provision ( 4 ) ( 3.6 ) %

Other adjustments 2 1.8 %

United States

State and local income taxes, net of U.S.

federal benefit 1 1.3 %

Changes in valuation allowances 14 12.9 %

Nontaxable or nondeductible items 7 6.3 %

Tax credits ( 19 ) ( 18.2 ) %

Other adjustments 2 2.3 %

Other foreign jurisdictions 3 2.7 %

Changes in valuation allowances 5 4.9 %

Nontaxable or nondeductible items 6 6.1 %

Changes in unrecognized tax benefits ( 7 ) ( 6.9 ) %

Effective income tax rate $ 27 25.4 %

(1) Tax rates are calculated using unrounded numbers.

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The Company’s provision for income taxes for the fiscal years ended March 29, 2025 and March 30, 2024 were different from the amount computed by applying the statutory U.K.

income tax rates to the underlying income (loss) before provision for income taxes as a result of the following (dollars in millions):

Fiscal Years Ended

2025 March 30,

2024 April 1,

Provision (benefit) for income taxes at the U.K.

Provision for income taxes at the U.K.

statutory tax rate $ — 25.0 % $ 5 25.0 %

$ ( 182 ) 25.0 % $ ( 71 ) 25.0 % $ 123 19.0 %

Effects of global financing arrangements (3)

( 27 ) 3.7 % ( 28 ) 9.9 % ( 78 ) ( 12.1 ) %

Differences in tax effects on foreign income ( 17 ) 2.3 % ( 25 ) 8.8 % ( 1 ) ( 0.2 ) %

Liability for uncertain tax positions ( 48 ) 6.6 % ( 11 ) 3.9 % ( 3 ) ( 0.4 ) %

Effects of global financing arrangements ( 27 ) NM ( 30 ) NM

Differences in tax effects on foreign income ( 10 ) NM ( 19 ) ( 90.2 ) %

Liability for uncertain tax positions ( 48 ) NM ( 19 ) ( 87.1 ) %

Effect of changes in valuation allowances on deferred tax assets (2)

573 ( 78.8 ) % ( 9 ) 3.1 % ( 37 ) ( 5.8 ) %

544 NM ( 8 ) ( 38.0 ) %

Non-deductible goodwill impairment (3)

107 ( 14.7 ) % 48 ( 17.0 ) % 15 2.4 %

State and local income taxes, net of federal benefit 16 ( 2.2 ) % 11 ( 3.9 ) % 10 1.5 %

Share based compensation 7 ( 1.0 ) % 15 ( 5.4 ) % 6 0.9 %

Withholding tax 4 ( 0.6 ) % 5 ( 1.6 ) % 3 0.5 %

State and local income taxes, net of federal benefit 17 NM 9 42.2 %

Share based compensation 5 NM 10 44.5 %

Withholding tax 4 NM 5 21.4 %

Merger related costs — — % 4 20.1 %

Other 19 ( 2.6 ) % 7 ( 2.3 ) % ( 9 ) ( 1.3 ) %

Effective tax rate $ 452 ( 62.2 ) % $ ( 54 ) 19.0 % $ 29 4.5 %

Other 23 NM 3 18.2 %

Effective tax rate $ 524 NM $ 8 ( 43.9 ) %

NM Not meaningful

(1) Tax rates are calculated using unrounded numbers.

(2) The UK statutory tax rate increased from 19% to 25% on April 1, 2023.

(3) Includes the tax related impacts of hedge terminations in conjunction with global financing arrangements.

(2) Includes a full valuation allowance recorded on the Company’s deferred tax assets in Fiscal 2025.

(5) Attributable to goodwill impairment charges related to Jimmy Choo and Versace in Fiscal 2025 and Jimmy Choo in Fiscal 2024 and Fiscal 2023.

(3) Attributable to goodwill impairment charges related to Jimmy Choo in Fiscal 2025 and Fiscal 2024.

Income taxes paid, net of refunds received, in Fiscal 2026 were as follows (in millions):

Fiscal Year Ended

United Kingdom $ 42

Foreign (by jurisdiction):

Luxembourg 10

Switzerland 16

Income taxes paid, net of refunds received, were $ 125 million and $ 156 million in Fiscal 2025 and Fiscal 2024, respectively.

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Significant components of the Company’s deferred tax assets (liabilities) consist of the following (in millions):

Fiscal Years Ended

2026 March 29,

2 unchanged sentences

Net operating loss carryforwards 239 222

Capital loss carryforwards 238 19

Accrued interest 241

Depreciation 29 27

Sales allowances 25 29

Accrued expenses 13 12

Inventories 4 7

4 unchanged sentences

Valuation allowance ( 763 ) (1)

( 691 ) ( 176 )

Net deferred tax assets 300 298

6 unchanged sentences

Net deferred tax liabilities $ ( 88 ) $ ( 233 )

(1) Includes foreign losses true-up from tax return filed in Fiscal 2025.

(2) Includes incremental U.S.

accrued interest recorded during Fiscal 2025.

(3) Includes the impact of the Jimmy Choo and Versace indefinite-lived intangible asset impairment recorded during Fiscal 2025.

(4) Includes the impact of the full valuation allowance recorded during Fiscal 2025 and an incremental Swiss valuation allowance recorded during Fiscal 2024.

(5) Includes the impact of the Jimmy Choo and Versace indefinite-lived intangible asset impairment recorded during Fiscal 2024.

(1) Includes valuation allowance recorded against capital loss during Fiscal 2026.

The Company maintains a valuation allowance for deferred tax assets applicable to subsidiaries in jurisdictions for which separate income tax returns are filed by assessing both positive and negative available evidence to determine whether it is more likely than not that the deferred tax assets will be recoverable.

As a result of the three year cumulative loss at a consolidated level, the Company recorded a full valuation allowance resulting in an increase of $ 516 million of the valuation allowance in Fiscal 2025.

In Fiscal 2024 and Fiscal 2023 the valuation allowance increased by $ 124 million and decreased by $ 40 million, respectively.

In certain jurisdictions, the Company increased the valuation allowance by $ 549 million, $ 135 million and $ 6 million and decreased valuation allowances $ 33 million, $ 11 million and $ 14 million in Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively.

The Company recorded an increase of $ 248 million, $ 361 million and $ 122 million to its valuation allowance in Fiscal 2026, Fiscal 2025 and Fiscal 2024, respectively.

As of March 28, 2026, the Company maintained its full valuation allowance position which was initially recorded in Fiscal 2025 as a result of its three year cumulative loss at a consolidated level.

The valuation allowance is evaluated periodically and can be reversed partially or in full depending on the future expectations of the realization of deferred tax assets on a jurisdictional level.

As of March 29, 2025, the Company had non-United States and United States net operating loss carryforwards of $ 1.656 billion, a portion of which will begin to expire in Fiscal 2026.

As of March 28, 2026, the Company had net operating loss carryforwards of $ 1.389 billion, a portion of which will begin to expire in Fiscal 2027.

As of March 28, 2026 and March 29, 2025, the Company had liabilities related to its uncertain tax positions, including accrued interest, of $ 101 million and $ 112 million, respectively, which are included in other long-term liabilities in the Company’s consolidated balance sheets.

The total amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate, was $ 117 million, $ 173 million and $ 221 million as of March 29, 2025, March 30, 2024 and April 1, 2023, respectively.

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The total amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate, was $ 101 million, $ 112 million and $ 159 million as of March 28, 2026, March 29, 2025 and March 30, 2024, respectively.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits, excluding accrued interest, for Fiscal 2026, Fiscal 2025 and Fiscal 2024, are presented below (in millions):

1 unchanged sentence

2026 March 29,

2024 April 1,

2025 March 30,

Unrecognized tax benefits beginning balance $ 95 $ 132 $ 176

3 unchanged sentences

Decreases related to prior period tax positions ( 8 ) ( 24 ) (1)

( 16 ) ( 42 )

Decreases in prior period positions due to lapses in statute of limitations ( 6 ) ( 2 ) ( 3 )

3 unchanged sentences

The Company classifies interest and penalties related to unrecognized tax benefits as components of the provision for income taxes.

The Company recognized a reduction of $ 13 million and $ 11 million in interest and penalties in the consolidated statements of operations and comprehensive (loss) income for Fiscal 2025 and Fiscal 2024, respectively.

The Company recognized an increase of $ 2 million in interest and penalties in the consolidated statements of operations and comprehensive (loss) income for Fiscal 2026.

The Company recognized a reduction of $ 10 million and $ 11 million in interest and penalties in the consolidated statements of operations and comprehensive (loss) income for Fiscal 2025 and Fiscal 2024, respectively.

The total amount of unrecognized tax benefits relating to the Company’s tax positions is subject to change based on future events including, but not limited to, the settlement of ongoing tax audits and assessments and the expiration of applicable statutes of limitations.

3 unchanged sentences

Most examinations have been completed by tax authorities or the statute of limitations has expired for United States federal, foreign, state and local income tax returns filed by the Company for years through Fiscal 2020.

Prior to the enactment of the Tax Cuts and Jobs Act (“Tax Act”), the Company’s undistributed foreign earnings were considered permanently reinvested and, as such, United States federal and state income taxes were not previously recorded on these earnings.

As a result of the Tax Act, substantially all of the Company’s earnings in foreign subsidiaries generated prior to the enactment of the Tax Act were deemed to have been repatriated.

Prior to the enactment of the Jobs Act, the Company’s undistributed foreign earnings were considered permanently reinvested and, as such, United States federal and state income taxes were not previously recorded on these earnings.

As a result of the Jobs Act, substantially all of the Company’s earnings in foreign subsidiaries generated prior to the enactment of the Jobs Act were deemed to have been repatriated.

It remains the Company’s intent to either reinvest indefinitely substantially all of its foreign earnings outside of the United States or repatriate them tax neutrally.

1 unchanged sentence

It is not practicable to estimate the amount of tax that might be payable if these earnings were repatriated due to the complexities associated with the hypothetical calculation.

On July 4, 2025, the U.S.

government enacted the OBBBA 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 Jobs Act.

Based upon the Company’s analysis, the OBBBA did not have a material impact on the Company’s consolidated financial statements.

Retirement Plans

The Company maintains defined contribution retirement plans for its employees, who generally become eligible to participate after three months of service.

Features of these plans allow participants to contribute a percentage of their compensation, up to statutory limits depending upon the country in which the employee resides, and provide for mandatory and/or discretionary matching contributions by the Company, which vary by country.

During Fiscal 2025, Fiscal 2024, and Fiscal 2023, the Company recognized expenses of approximately $ 18 million, $ 18 million and $ 17 million, respectively, related to these retirement plans.

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or discretionary matching contributions by the Company, which vary by country.

During each of Fiscal 2026, Fiscal 2025 and Fiscal 2024, the Company recognized expenses of approximately $ 14 million related to these retirement plans.

Segment Information

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

On April 10, 2025, the Company and Prada entered into the Purchase Agreement whereby Prada agreed to acquire certain subsidiaries of the Company which operate the Company’s Versace business.

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

On December 2, 2025, the Company completed the sale of its Versace business to Prada.

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

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

Refer to Note 4 - “Discontinued Operations” for further information.

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

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

1 unchanged sentence

The Company’s reportable segments represent components of the business that offer similar merchandise, customer experience and sales/marketing strategies.

The Company’s three reportable segments are as follows:

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

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

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

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

The Company’s two reportable segments are as follows:

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

2 unchanged sentences

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

In addition, revenue is generated through wholesale sales of luxury goods to distribution partners (including geographic licensing arrangements that allow third parties to use the Jimmy Choo trademarks in connection with retail and/or wholesale sales of Jimmy Choo branded products in specific geographic regions), department stores and specialty stores worldwide, as well as 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.

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

Such costs primarily include certain administrative, corporate occupancy, shared service and information technology 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 income (costs), impairment charges and restructuring and other expense.

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

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

All intercompany revenues are eliminated in consolidation and are not reviewed when evaluating segment performance.

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

1 unchanged sentence

2026 March 29,

2024 April 1,

2025 March 30,

Total revenue:

Versace $ 821 $ 1,030 $ 1,106

Jimmy Choo 605 618 633

Michael Kors $ 2,874 $ 3,016 $ 3,522

Jimmy Choo 600 605 618

Total revenue $ 3,474 $ 3,621 $ 4,140

Cost of goods sold:

Versace $ 246 $ 306 $ 277

Jimmy Choo 200 192 186

Michael Kors $ 1,120 $ 1,170 $ 1,333

Jimmy Choo 191 200 192

Total cost of goods sold $ 1,311 $ 1,370 $ 1,525

Selling, general and administrative expenses:

Versace $ 571 $ 644 $ 615

Jimmy Choo 393 394 380

Michael Kors $ 1,370 $ 1,426 $ 1,473

Jimmy Choo 403 393 394

Corporate 191 179 265

1 unchanged sentence

Depreciation and amortization:

Versace $ 58 $ 55 $ 51

Jimmy Choo 29 29 29

Michael Kors $ 72 $ 79 $ 82

Jimmy Choo 28 29 29

Corporate 21 24 21

Total depreciation and amortization $ 121 $ 132 $ 132

(Loss) income from operations:

Versace $ ( 54 ) $ 25 $ 152

Jimmy Choo ( 17 ) 3 38

Income (loss) from continuing operations:

Michael Kors $ 312 $ 341 $ 634

270 662 1,058

Jimmy Choo ( 22 ) ( 17 ) 3

Corporate expenses ( 212 ) ( 217 ) ( 266 )

1 unchanged sentence

( 40 ) ( 142 ) ( 292 )

Transaction related income (costs) 15 ( 20 ) —

COVID-19 related charges (2)

Impact of war in Ukraine (3)

Tapestry related transaction income (expense) — 14 ( 20 )

Restructuring and other expense (2)

( 15 ) ( 5 ) —

(Loss) income from operations $ ( 752 ) $ ( 241 ) $ 679

(1) Impairment of assets during Fiscal 2025 includes $ 656 million, $ 91 million and $ 50 million of impairment charges related to the Versace, Jimmy Choo and Michael Kors reportable segments, respectively.

Impairment of assets during Fiscal 2024 includes $ 283 million, $ 267 million and $ 25 million of impairment charges related to the Versace, Jimmy Choo and Michael Kors reportable segments, respectively.

Impairment of assets during Fiscal 2023 includes $ 2 million, $ 110 million and $ 30 million of impairment charges related to the Versace, Jimmy Choo and

Michael Kors reportable segments, respectively.

(2) COVID-19 related charges during Fiscal 2023 primarily include net inventory credits of $ 9 million and are recorded within costs of goods sold in the consolidated statements of operations and comprehensive (loss) income.

(3) These charges primarily relate to incremental credit losses and inventory reserves which are a direct impact of the war in Ukraine.

Credit losses are recorded within selling, general and administrative expenses and inventory related costs are recorded within costs of goods sold in the consolidated statements of operations and comprehensive (loss) income.

(4) See Note 11 for details on the Company's restructuring program.

Total revenue (based on country of origin) and long-lived assets by geographic location are as follows (in millions):

Income (loss) from continuing operations $ 23 $ ( 26 ) $ 59

(1) Impairment of assets during Fiscal 2026 includes $ 35 million and $ 5 million of impairment charges related to the Michael Kors and Jimmy Choo reportable segments, respectively.

Impairment of assets during Fiscal 2025 includes $ 92 million and $ 50 million of impairment charges related to the Jimmy Choo and Michael Kors reportable segments, respectively.

Impairment of assets during Fiscal 2024 includes $ 267 million and $ 25 million of impairment charges related to the Jimmy Choo and Michael Kors reportable segments, respectively.

(2) Refer to Note 12 - “Restructuring and Other Charges” for details on the Company's restructuring program.

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

Fiscal Years Ended

2026 March 29,

2024 April 1,

2025 March 30,

The Americas (1)

3 unchanged sentences

Total revenue $ 3,474 $ 3,621 $ 4,140

(1) Net revenues earned in the United States during Fiscal 2026, Fiscal 2025 and Fiscal 2024 were $ 1.836 billion, $ 2.023 billion and $ 2.255 billion, respectively.

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

2026 March 29,

2024 April 1,

2025 March 30,

Long-lived assets:

The Americas (1)

$ 857 $ 1,031 $ 882

EMEA 1,486 1,818 2,129

Asia 499 562 599

Michael Kors $ 1,198 $ 1,197 $ 1,385

Jimmy Choo 589 603 640

Total long-lived assets $ 1,787 $ 1,800 $ 2,025

(1) Net revenues earned in the United States during Fiscal 2025, Fiscal 2024 and Fiscal 2023 were $ 2.258 billion, $ 2.546 billion and $ 2.951 billion, respectively.

Long-lived assets located in the United States as of March 29, 2025, March 30, 2024 and April 1, 2023 were $ 812 million, $ 993 million and $ 826 million, respectively.

As of March 29, 2025, the Company’s total long-lived assets on its consolidated balance sheet were $ 2.842 billion, of which, $ 1.217 billion related to Michael Kors, $ 1.022 billion related to Versace and $ 603 million related to Jimmy Choo.

See Note 9 for the Company’s goodwill by reportable segment.

Total revenue by major product category are as follows (in millions):

Refer to Note 10 - “Intangible Assets and Goodwill” for the Company’s goodwill by reportable segment.

Total revenue by major product category are as follows (dollars in millions):

Fiscal Years Ended

Total March 29,

Total April 1,

Total March 30,

Accessories $ 1,936 55.8 % $ 2,007 55.4 % $ 2,365 57.1 %

1 unchanged sentence

Apparel 446 12.8 % 484 13.4 % 540 13.0 %

Licensing revenue 201 4.5 % 219 4.2 % 211 3.8 %

Licensed product 192 4.3 % 230 4.4 % 222 4.0 %

Other 28 0.6 % 35 0.7 % 36 0.5 %

239 6.8 % 242 6.7 % 253 6.2 %

Total revenue $ 3,474 $ 3,621 $ 4,140

Subsequent Events

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

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

As of this date, the Company determined that the pending sale of the Versace business met the criteria for held-for-sale accounting and will be reported as such in the first quarter of Fiscal 2026.

The closing of the transaction is subject to customary closing conditions, including (a) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (b) regulatory approvals having been obtained in other specified jurisdictions outside of the United States, (c) the accuracy of each party’s representations and warranties as of the closing date, subject to materiality qualifications, (d) the absence of a material adverse effect with respect to the Versace business and (e) each party’s performance of its covenants under the Purchase Agreement in all material respects.

Prior to the closing, the Company expects to undertake a reorganization of certain of its subsidiaries in order to facilitate the transaction, which is currently anticipated to be structured as an acquisition by Prada of all of the outstanding interests in the Company’s indirect wholly owned subsidiary, GIVI Holding S.r.l.

The Purchase Agreement contains customary representations, warranties and covenants, and it contains limited indemnities by the parties for certain matters.

Between the time of the entry into the Purchase Agreement and the closing of the transaction, subject to certain exceptions, the Company has agreed to use its reasonable best efforts to conduct the Versace business in the ordinary course of business in all material respects and not to take certain actions with respect to the Versace business without Prada’s prior written consent.

At the closing of the transaction, the Company and Prada will enter into a transition services agreement pursuant to which the Company will provide Prada with certain transition services for the period of time and compensation as set forth therein.

The Purchase Agreement also includes customary termination provisions, including the right of either the Company or Prada to terminate the Purchase Agreement if (a) the closing of the transaction has not occurred by January 12, 2026 (subject to an automatic three month extension under certain circumstances), (b) there is an order or law that makes illegal or prohibits the consummation of the transaction or (c) the other party has breached its representations, warranties or covenants in a way that prevents satisfaction of a closing condition, subject to a cure period.

The Company and Prada have agreed to use their respective reasonable best efforts to consummate the closing of the transaction as promptly as practicable, subject to certain additional provisions and limitations set forth in the Purchase Agreement.

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

Securities and Exchange Commission on April 10, 2025.

(1) Includes licensed product such as watches, jewelry, eyewear, fragrances and licensing revenue.

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-K

Item 9A. Controls and Procedures