Capri Holdings Ltd (CPRI) Business

Item 1.     Business

Our Company

Capri Holdings Limited (“Capri”) is a global fashion luxury group consisting of iconic brands Michael Kors and Jimmy Choo. Our commitment to glamorous style and craftsmanship is at the heart of each of our luxury brands. We have built our reputation on designing exceptional, innovative products that cover the full spectrum of fashion luxury categories. Our strength lies in the unique DNA and heritage of each of our brands, the diversity and passion of our people and our dedication to the clients and communities we serve.

Our Brands

Michael Kors

Our Michael Kors brand was launched in 1981 by Michael Kors, a world-renowned designer, whose vision has taken the Company from its beginnings as an American luxury sportswear house to a global accessories, footwear and apparel company with a global distribution network that has presence in over 100 countries through Company-operated retail stores and e-commerce sites, leading department stores, specialty stores and select licensing partners. Michael Kors is a highly recognized fashion luxury brand in the Americas and Europe with strong brand awareness in other international markets. Michael Kors features distinctive designs, materials and craftsmanship with a Jet Set aesthetic that combines stylish elegance and a sporty attitude. Michael Kors offers three primary collections: the Michael Kors Collection line, the MICHAEL Michael Kors line and the Michael Kors Mens line. Michael Kors Collection establishes the aesthetic authority of the entire brand and is carried by select retail stores, our e-commerce sites, as well as in the finest luxury department stores in the world. MICHAEL Michael Kors has a strong focus on accessories, in addition to offering footwear and apparel. We have also been developing our men’s business in recognition of the significant opportunity afforded by the Michael Kors brand’s established fashion authority and the expanding men’s market. Taken together, our Michael Kors collections target a broad customer base while retaining our premium luxury image.

Jimmy Choo

Our Jimmy Choo brand offers a distinctive, glamorous and fashion-forward product range that since its inception in 1996 has been anchored by women’s luxury footwear, complemented by accessories, including handbags, small leather goods, jewelry, scarves and belts, as well as men’s luxury footwear and accessories. In addition, certain categories, including fragrance and eyewear, are produced under licensing agreements. Jimmy Choo products are unique, instinctively seductive and chic. The brand offers classic and timeless luxury products, alongside innovative collections that are intended to set and lead fashion trends. Jimmy Choo is represented through its global store network, its e-commerce sites, as well as through the most prestigious department and specialty stores worldwide.

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Our Segments

We operate in two reportable segments as follows:

•Michael Kors — accounted for approximately 83% of our total revenue in Fiscal 2026 and includes worldwide sales of Michael Kors products through 673 retail stores (including concessions) and e-commerce sites, through wholesale doors, as well as through product and geographic licensing arrangements.

•Jimmy Choo — accounted for approximately 17% of our total revenue in Fiscal 2026 and includes worldwide sales of Jimmy Choo products through 211 retail stores (including concessions) and e-commerce sites, through wholesale doors, as well as through product and geographic licensing arrangements.

In addition to these reportable segments, we have certain corporate costs that are not directly attributable to our brands and, therefore, are not allocated to our segments. Such costs primarily include certain administrative, corporate occupancy, shared service and information technology systems expenses, including enterprise resource planning (“ERP”) system implementation costs and Capri transformation program costs. In addition, certain other costs are not allocated to segments, including Tapestry related transaction income (expense), impairment charges and restructuring and other expense. The segment structure is consistent with how the Company’s chief operating decision maker (“CODM”) plans and allocates resources, manages the business and assesses performance. All intercompany revenues are eliminated in consolidation and are not reviewed when evaluating segment performance. For additional financial information regarding our segments and corporate unallocated expenses, refer to Note 21 - “Segment Information” to the accompanying consolidated financial statements.

Industry

We operate in the global personal luxury goods industry. Since 1996, the global personal luxury goods industry has increased at a mid-single-digit compound annual growth rate. Following several years of strong expansion, the industry has entered a period of recalibration amid persistent macroeconomic pressures, inflation-driven declines in purchasing power, and softer consumer confidence. In 2025, the personal luxury goods market is estimated to have declined modestly to approximately €358 billion. This represented the second consecutive year of market contraction and marked the first sustained decline in the global personal luxury goods customer base. Bain* estimates that approximately 80 million consumers exited the category over the last three years as discretionary demand softened. Over the long term, Bain forecasts the personal luxury goods market will grow at a 4% to 6% compound annual growth rate, reaching approximately €525 to €640 billion by 2035, driven by an expanding addressable consumer base, global wealth creation and increased participation from younger consumers.

As the personal luxury goods market continues to evolve, Capri is committed to strengthening brand desirability through compelling storytelling that deepens emotional connections and resonates with both new and existing consumers, creating exciting luxury fashion that reflects each brand’s heritage while clearly leading with design and innovation, delivering elevated and differentiated customer experiences both online and in stores as well as leveraging data analytics across the consumer journey to gain deeper insights and drive more personalized interactions.

*Bain – Altagamma Luxury Goods Worldwide Market Study, Fall 2025 (November 18, 2025). These studies were prepared by Bain & Company and Altagamma and can be obtained free of charge or at a nominal cost by contacting Bain & Company’s media contacts. While we believe that each of these studies and publications are reliable, we have not independently verified market and industry data from third-party sources.

Geographic Information

We generate revenue globally through our two reportable segments, as described above. We sell our Michael Kors and Jimmy Choo products through retail and wholesale channels in three principal geographic markets: the Americas (United States, Canada and Latin America), EMEA (Europe, Middle East and Africa) and Asia (Asia and Oceania). We also have wholesale arrangements pursuant to which we sell products to geographic licensees. In addition, we have licensing agreements through which we license to third-parties the use of our Michael Kors and Jimmy Choo brand names and trademarks, certain production rights and sales and/or distribution rights with respect to our brands.

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The following table details our revenue by segment and geographic location (in millions):

Competitive Strengths

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

Two Powerful Fashion Luxury Brands that Resonate with Consumers. Michael Kors is an iconic American luxury brand known for its easy glamour, timelessness and a Jet Set lifestyle with a 45-year heritage. Jimmy Choo is a British luxury footwear and accessories brand with an effortlessly alluring sense of glamour and a playfully daring spirit with a 30-year history. Each of our fashion luxury houses is well established with strong consumer affinity evidenced by our consumer insights and data analytics, as well as the sustained growth of their respective databases.

Global Fashion Luxury Group Led by a World-Class Management Team and Renowned Designers. We are a global fashion luxury group, consisting of two iconic brands defined by fashion luxury products with a reputation for world-class design and innovation. The design leadership of our Chief Creative Officers is a unique advantage that we possess. Our design teams are supported by our senior management team with extensive experience across a broad range of disciplines in the retail industry, including design, sales, marketing, public relations, merchandising, real estate, supply chain and finance. With an average of 27 years of experience in the retail industry, including at a number of public companies, and an average of 20 years of experience with our brands, our senior management team has strong creative and operational experience and a successful track record.

The Michael Kors brand was launched in 1981 by Michael Kors, a world-renowned designer, who is responsible for conceptualizing and directing the design of our Michael Kors brand products. We believe that the Michael Kors brand name has become synonymous with luxurious fashion that is timeless and elegant, expressed through the brand’s sophisticated accessories and apparel collections. Each of our Michael Kors brand collections exemplifies a Jet Set lifestyle and features high quality designs, materials and craftsmanship. Michael Kors has received a number of awards, which recognize the contribution he and his team have made to the fashion industry and our Company. Some of the most widely recognized global trendsetters and celebrities wear our Michael Kors brand collections.

Jimmy Choo’s design team is led by Sandra Choi, who has been the Creative Director for the Jimmy Choo brand since its inception in 1996. Jimmy Choo products are effortlessly alluring. The Jimmy Choo brand offers classic and timeless luxury products, alongside innovative collections that are intended to set and lead fashion trends. Jimmy Choo’s products have a strong red carpet presence and are often worn by global celebrities.

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Expertise in the Accessories Category. We have strong group expertise in accessories. The strength of our Michael Kors Collection and our MICHAEL Michael Kors lines have allowed us to expand our brand awareness and position Michael Kors as one of the leading global luxury brands in the accessories product categories. Capitalizing on the success of our accessories product category, we continue to further develop the accessories business for Jimmy Choo, bringing our accessories expertise, including our product category knowledge, our merchandising best practices and our substantial group buying power to the brand. We believe that Jimmy Choo’s women’s accessories revenues have the ability to grow and our goal is to increase this category from approximately 20% of revenues in Fiscal 2026 to at least 30% over time.

Exceptional Retail Store Footprint. We operated 673 Michael Kors stores as of March 28, 2026 with four primary retail formats: collection stores, lifestyle stores, outlet stores and e-commerce sites. Michael Kors Collection stores are located in some of the world’s most prestigious shopping areas and average approximately 3,200 gross square feet in size. The Michael Kors lifestyle stores are located in some of the world’s most frequented metropolitan shopping locations and leading regional shopping centers, and average approximately 2,600 gross square feet in size. We also extend our reach to additional consumer groups through our outlet stores, which average approximately 4,300 gross square feet in size. In addition, we also operate Michael Kors e-commerce sites in North America, China, Japan, South Korea, certain parts of Europe, the Middle East, Africa, Asia Pacific and Oceania.

We operated 211 Jimmy Choo retail stores as of March 28, 2026, in some of the most premier locations worldwide. Jimmy Choo retail stores, comprised of full-price stores and outlets, average approximately 1,500 gross square feet. In addition, we operate Jimmy Choo e-commerce sites in the United States, certain parts of Europe, Japan, China, Australia and South Korea.

World-class Omni and CRM Capabilities. We have omni-channel capabilities from best-in-class digital platforms to state-of-the-art distribution facilities globally, which we leverage across businesses. We will continue to implement omni-channel capabilities throughout our businesses and have begun leveraging our distribution centers globally to serve multiple brands.

Strong Relationships with Premier Department Stores. We partner with leading wholesale customers, such as Bloomingdale’s, Dillard’s, Macy’s, Nordstrom and Saks Fifth Avenue in North America, as well as Galeries Lafayette, Harrods, Harvey Nichols, Printemps and Selfridges in Europe. Wholesale plays an important role in our omni‑channel strategy by providing access to additional consumer touchpoints and distribution platforms. By leveraging the scale, customer traffic and established relationships of our wholesale partners, we are able to reach consumers that we may not otherwise reach solely through our directly operated retail and digital channels. Our “shop-in-shops” have specially trained staff, as well as customized fixtures, wall casings, decorative items, flooring and provide department store consumers with a more personalized shopping experience than traditional retail department store configurations. We have engaged with our wholesale customers on various initiatives and have continued to enter into supply chain partnerships designed to increase the speed at which our luxury fashion products reach the ultimate consumer.

Business Strategy

Our goal is to continue to create long-term shareholder value by increasing our revenue and profits and strengthening our global brands. We also believe that sound environmental and social policies are both ethically correct and fiscally responsible. To that end, we are committed to improving the way we work in order to better the world in which we live. We plan to achieve our business strategy by focusing on the following strategic initiatives:

Maximize the Full Potential of our Two Distinct Fashion Luxury Houses. With a portfolio of luxury houses that carry unique heritages, distinctive identities and loyal customer bases, Capri Holdings is well-positioned to grow revenue and earnings over time. While our strategies are tailored uniquely for each brand, across both of our luxury houses, we are focused on building brand desirability through (1) engaging and inspiring new and existing consumers, (2) designing exciting fashion luxury product and (3) delivering exceptional consumer experiences through every touchpoint and channel.

Leverage group expertise and capabilities. We will continue to leverage our group expertise in accessories and footwear to fuel growth across our portfolio of brands. We are implementing the best practices from our Michael Kors core accessories business to our Jimmy Choo brand, as well as implementing the best practices from our Jimmy Choo core women’s footwear business to our Michael Kors brand. We will also continue to prioritize the development of our e-commerce platforms and omni-channel capabilities for our brands, leveraging our broad expertise and capabilities in this area. We see a number of opportunities to create long-term operational synergies as we combine our global competencies and footprint. These synergies will be primarily focused on opportunities in our supply chain, information systems, back office support and manufacturing.

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Execute our strategies to return Michael Kors to growth. Our strategies are rooted in our brand promise of delivering standout style for life on the go that gives our consumers the confidence to travel the world in style. We plan to grow Michael Kors revenue to $4 billion over time. To achieve this goal, we plan to engage and excite new and existing customers through a modern interpretation of the Jet Set lifestyle. Our product strategy is centered around creating exciting product with compelling value to drive greater full price sell-throughs and higher average unit retail. This includes embracing and reinforcing our iconic brand codes in a modern and refined way, a focus on owning hero styles, maintaining a balanced product mix of fashion and core, as well as a balanced pricing architecture. We will lead with accessories while also emphasizing lifestyle categories including footwear, apparel, men’s and licensing. Additionally, we are committed to delivering exceptional consumer experiences through all touch points and channels including our retail stores, e-commerce and wholesale. Finally, we are focused on increasing Michael Kors retail store sales densities, not only through our product and marketing initiatives, but also through our fleet optimization and store renovation programs.

Continue to execute on our strategies to grow Jimmy Choo. Our strategies are anchored in our brand promise to unlock a feeling of self-confidence, an innate sense of glamour; be trusted by our community in the moments that matter the most; be leaders in our craft and deliver it with cultural impact and relevance. We plan to grow Jimmy Choo revenue to $800 million over time. To achieve this goal, we plan to reinforce the brand’s glamorous DNA through communications, product and client experience. We plan to engage both new and existing clients through our effortlessly alluring brand message. Our product strategy is centered around reinforcing Jimmy Choo’s brand codes including the JC, crystal and pearl. We plan to expand women’s accessories to at least 30% of the brand’s revenue over time while further growing footwear through the continued expansion of our fashion active and casual offerings. Additionally, we are committed to delivering exceptional consumer experiences through all touch points and channels including our retail stores, e-commerce and wholesale. Finally, we are focused on increasing Jimmy Choo retail store sales densities through our product and marketing initiatives.

Collections and Products

Our total revenue by major product category is as follows (in millions):

(1)Includes licensed product such as watches, jewelry, eyewear, fragrances and licensing revenue.

Michael Kors

Michael Kors has three primary collections that offer accessories, footwear and apparel: Michael Kors Collection, MICHAEL Michael Kors and Michael Kors Mens. The three primary collections and licensed products are offered through our own Michael Kors retail stores and e-commerce businesses, in department stores around the world and by our exclusive licensees to wholesale customers, in addition to select retailers. Michael Kors Collection is a sophisticated designer collection for women based on a philosophy of essential luxury and pragmatic glamour and includes accessories, primarily handbags and small leather goods, footwear and apparel. MICHAEL Michael Kors offers women’s accessories, primarily handbags and small leather goods, as well as footwear and apparel. MICHAEL Michael Kors offers accessories designed to meet the fashion and functional requirements of our broad and diverse consumer base.

Certain product categories, including watches, jewelry, eyewear and fragrance, are produced under product licensing agreements. Fossil is our exclusive licensee for Michael Kors watches and jewelry. Luxottica is our exclusive licensee for Michael Kors distinctive eyewear. EuroItalia is our exclusive licensee for Michael Kors fragrance.

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Jimmy Choo

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

Certain product categories, including Jimmy Choo fragrance and eyewear, are produced under product licensing agreements. Interparfums SA is the exclusive licensee for Jimmy Choo fragrances and beauty and EssilorLuxottica SA is the exclusive licensee for Jimmy Choo eyewear.

Advertising and Marketing

Our advertising and marketing programs are designed to build brand awareness for each of our luxury houses as well as highlight our product offerings. We use a 360-degree marketing strategy for each of our brands to deliver a consistent message across each brand’s advertising communications, social media, celebrity dressing, special events and direct marketing activities at a national, regional and local level. We support these efforts through robust consumer and market research capabilities, which help inform our understanding of consumer preferences, purchasing behaviors and guide the development and execution of our marketing strategies. Our campaigns are increasingly being executed through digital and social media platforms to drive further engagement with younger consumers. As part of our direct marketing strategy, we leverage consumer data and analytics to deliver more targeted and personalized communications across direct channels, including email and mobile messaging, designed to deepen engagement, increase brand loyalty and drive conversion.

Our brands introduce their new collections with fashion shows and other fashion events. These fashion events, in addition to celebrity red carpet dressing moments, generate extensive domestic and international media and social media coverage. The Michael Kors semi-annual runway shows and Jimmy Choo celebrity placements generate extensive media coverage. Jimmy Choo is also the leading brand in editorial coverage for women’s luxury footwear globally.

We believe our renowned brand founders, as well as our high-profile brand ambassadors and well-known social media influencers across our marketing programs help expand brand awareness and drive cultural relevance.

In Fiscal 2026, we recognized approximately $285 million in advertising and marketing expenses globally. We engage in a wide range of integrated marketing programs across various marketing channels, including but not limited to email marketing, print advertising, outdoor advertising, digital marketing, social media, public relations outreach, visual merchandising and partnership marketing, in an effort to engage our existing and potential customer base and ultimately stimulate sales in a consumer-preferred shopping venue.

Our e-commerce businesses provide us with an opportunity to increase the size of our customer database and to communicate with our consumers to increase online and physical store sales, as well as to continue to build global brand awareness for our brands. We are continuously improving the functionalities and features on our e-commerce sites to create innovative ways to keep our brands at the forefront of consumers’ minds by offering a broad selection of products, including accessories, apparel and footwear. Refer to Item 1A. - “Risk Factors” - “If we are unable to effectively execute our e-commerce business and provide a reliable digital experience for our customers, our reputation and operating results may be harmed.”

Manufacturing and Sourcing

We generally contract for the purchase of finished goods principally with independent third-party manufacturing contractors, whereby the manufacturing contractor is generally responsible for the entire manufacturing process, including the purchase of piece goods and trim for our Michael Kors and Jimmy Choo brands.

Michael Kors contracts for the purchase of finished goods principally with independent third-party manufacturing contractors that are generally responsible for the entire manufacturing process, including the purchase of piece goods and trim. Product manufacturing for the Michael Kors brand is allocated among third-party manufacturing contractors based on their capabilities, the availability of production capacity, pricing and delivery. For certain product categories, Michael Kors also has relationships with various agents who source finished goods with numerous manufacturing contractors on its behalf. This multi-supplier strategy provides specialized skills, scalability, flexibility and speed to market, as well as diversifies risk. In Fiscal 2026, one third-party buying agent sourced approximately 14% of Michael Kors finished goods purchases, based on dollar volume. Michael Kors’ largest manufacturing contractor, who produces its products in Asia and who Michael Kors has worked with for over 20 years, accounted for the production of approximately 14% of its finished products, based on dollar volume in Fiscal 2026. Nearly all of our Michael Kors products were produced in Asia in Fiscal 2026.

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Jimmy Choo products are manufactured by our owned Italian ateliers and footwear manufacturers as well as by independent third-party manufacturing contractors. Most of Jimmy Choo’s products are produced by specialists in Italy, supported by other factories across Europe, with a small portion produced in Asia. Jimmy Choo has a product development facility in Florence. In addition to purchasing finished goods, Jimmy Choo also purchases raw materials for both product development and manufacturing purposes.

The manufacturing contractors for our brands operate under the close supervision of our global production team and buying agents located in North America, Europe and Asia. All products are produced according to our specifications. Production staff monitors manufacturing at supplier facilities in order to correct problems prior to shipment of the final product. Quality assurance is focused on as early as possible in the production process, allowing merchandise to be received at the distribution facilities and shipped to customers with minimal interruption. Refer to “Import Restrictions and Other Governmental Regulations” and Item 1A. - “Risk Factors” - “We primarily use foreign manufacturing contractors and independent third-party agents to source our finished goods.”

We own two luxury footwear manufacturing facilities in Italy to support our brands, pursuing manufacturing synergies across brands and securing capacity and improving our expertise in development and delivery. While the fashion design process will remain independently managed by our brands, we believe that in-sourcing luxury manufacturing capacity will create synergies and support expansion for our global fashion luxury group.

Distribution

Michael Kors’ primary distribution facility in the United States is a leased facility in Whittier, California, which is directly operated and services our Michael Kors retail stores, e-commerce site and wholesale operations in the United States. We also engage in omni-channel order fulfillment by filling online orders through our Michael Kors retail stores and through our click-and-collect service offerings. Our primary Michael Kors distribution facility in Europe is our Company-owned and operated distribution facility in the Netherlands, which supports our European operations for our Michael Kors brand, including our European e-commerce sites. We also have a regional Michael Kors distribution center in Canada, which is leased, as well as various regional Michael Kors distribution centers including those in the United States, China and Japan, which are operated by third-parties.

Jimmy Choo’s primary distribution facility is our Company-owned and operated distribution facility in the Netherlands. From there, products are shipped to various regional warehouses including those in the United States, Canada, China and Japan, largely supporting the Jimmy Choo retail and e-commerce businesses. Shipments to wholesale customers globally are made from the Netherlands and the United States, with some further local fulfillment. All of the distribution facilities utilized by Jimmy Choo are operated by third-parties and are shared with other unaffiliated businesses with the exception of our distribution facility in the Netherlands. This flexible method reinforces the speed and efficiency of the supply chain and allows the business to deliver Jimmy Choo product and collections to market rapidly and in line with the industry’s fashion calendar.

Intellectual Property

We own MICHAEL KORS and JIMMY CHOO trademarks, as well as other material trademarks, copyrights, design and patent rights related to the production, marketing and distribution of our products, both in the United States and in other countries in which our products are principally sold. We also have applications pending for a variety of related trademarks, copyrights, designs and patents in various countries throughout the world. As the worldwide usage of our material trademarks, copyrights, designs and patents continue to expand, we continue to strategically apply to register them in key countries where they are used. We expect that our material intellectual property will remain in full force and effect for as long as we continue to use and renew them.

We aggressively police our intellectual property and pursue infringers both domestically and internationally. In addition, we pursue counterfeiters in the United States, Europe, the Middle East, Asia and elsewhere in the world in both online and offline channels, working with a network of customs authorities, law enforcement, legal representatives and brand specialists around the world as well as involvement with industry associations and anti-counterfeiting organizations.

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Information Systems

We believe that effective information systems and functionality are important to sustaining our competitive position and enabling the continued growth of our operations amidst continued changes in consumer shopping behaviors. Each of our two brands leverage information systems as critical components to drive our long-term strategies for growth and to facilitate multiple aspects of our operations across finance and accounting, supply chain, inventory control, point-of-sale transactions, store replenishment and other functions. Our platforms currently incorporate data-driven analytics, ERP systems and cloud-based technologies to provide cutting edge capabilities to organizational decision-makers, vendors, manufacturers and customers. We routinely evaluate the use of our information technologies to ensure that we utilize opportunities to further advance our platforms and operational directives. Our long-term strategy includes initiatives to implement and consolidate certain systems across our brands over time to create operational efficiencies, elevate our daily operations, gather data-driven insights and enhance the e-commerce experience across all platforms. Such initiatives include the use of artificial intelligence and other advanced technologies (AI) and machine learning, which we have started to incorporate into our systems and processes in Fiscal 2026 to support data-driven insights and internal planning processes. Refer to Item 1A. - “Risk Factors” - “A material delay or disruption in our information technology systems or e-commerce websites or our failure or inability to upgrade our information technology systems precisely and efficiently could have a material adverse effect on our business, results of operations and financial condition.”

Human Capital Management

At Capri, we strive to create workplaces where our employees and the workers across our supply chain thrive. Through our benefits and compensation packages, learning and development programs, focus on community, employee engagement, wellness and safety programs and supply chain empowerment initiatives, we continue to make significant investments in our Capri community.

Governance and Oversight. Our Board of Directors has delegated oversight of matters relating to human capital management, including compensation and leadership and talent development to our Compensation and Talent Committee. Our Compensation and Talent Committee receives regular updates on our talent development strategies and other applicable areas of human capital management.

Employee Profile. At the end of Fiscal 2026, we had approximately 11,200 total employees. At the end of Fiscal 2025 and Fiscal 2024 we had approximately 14,200 and 15,100 total employees, respectively, which included employees related to the Versace business. As of March 28, 2026, we had approximately 7,100 full-time employees and approximately 4,100 part-time employees. Approximately 8,100 of our employees were engaged in retail selling and administrative positions and our remaining employees were engaged in other aspects of our business as of March 28, 2026. As of March 28, 2026, we have approximately 1,900 employees covered by collective bargaining agreements in certain European countries. We consider our relations with both our union and non-union employees to be good.

Benefits and Compensation. We maintain comprehensive benefit and compensation packages to attract, retain and recognize our employees. Our health and welfare benefit program is designed to provide a wide range of benefits to meet the health care, financial, work/life and mental well-being needs of eligible employees. Benefits include, among others, medical, dental and vision plans, life insurance, short- and long-term disability coverage, retirement plans (with matching contributions where applicable), paid parental leave for all parents, gender reassignment coverage and fertility support benefits in the United States, and a wellness program focused on employees’ physical, emotional, financial and social wellness, including several digital therapeutic programs to assist with physical therapy, behavioral health therapy, anxiety and worry and sleep. We also offer employees paid time off, including time off to volunteer with eligible charitable organizations. Employees are also entitled to discounts on our merchandise.

Learning and Development. We honor our employees through our dedication to development and believe that enabling opportunity means ensuring our teams have the skills they need to build fulfilling careers with us. We promote employee performance with personalized development plans and by providing individualized feedback at regular intervals throughout the year, and all employees participate in a formal performance review process annually. We continue to refresh our learning and development programming by offering targeted skill-building for employees at all stages of their careers. During Fiscal 2026, we continued to offer quality training touchpoints to employees throughout our global organization, including programs around compliance, ethics and integrity, promoting respect in the workplace, global cybersecurity practices and supply chain transparency. We also have development programs for new people managers and mid-level leaders aimed at enhancing interpersonal skills and leadership capabilities.

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

Our commitment is supported by three pillars:

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

Capri Talent - Differences in ideas and experiences allow our Company to thrive. We are attracting, advancing and advocating for a workforce that reflects the world around us.

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

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

We remain committed to recruiting, developing and retaining passionate and skilled talent that reflect the communities we serve. During the fiscal year, we continued to expand out our global training programs for senior and mid-level leaders deepening inclusive leadership capabilities, and delivered enhanced inclusive recruitment workshops to hiring managers and recruiters to promote equitable hiring practices. Our mentorship program, which include a reverse mentorship component, continued globally, enabling learning, expanding perspectives and supporting professional growth.

We also partnered with the Business Disability Forum to strengthen our work to improve disability inclusion across Capri. By leveraging the not-for-profit organization’s expertise and resources, we aim to enhance our reasonable adjustments protocols and disability-inclusive practices.

Through The Capri Holdings Corporate Foundation, we collaborate with educational institutions to create meaningful opportunities in the fashion industry for historically underrepresented communities. We continued to strengthen our partnerships with Fashion Institute of Technology, Pensole Lewis College of Business and Design, Central Saint Martins – University of the Arts London, Parsons School of Design and Heritage Crafts Association, through scholarships, workshops and mentorship programs that provide students with valuable industry exposure, insight and professional development opportunities. These initiatives extend beyond financial support and form part of our broader commitment to removing systemic barriers and increasing opportunities within the fashion industry.

People Communications and Engagement. Enhancing our employee experience has always been an integral part of our strategy, alongside clear, consistent and inspiring communication that fosters a sense of belonging and drives performance.

We focus on:

–Strategic messaging and storytelling

◦Driving consistent communication across all departments, brands and leaders

–Employee Engagement

◦Building connections through surveys, feedback sessions, global initiatives and events such as townhalls

–Recognition and Celebration

◦Spotlighting success to celebrate milestones, achievements and other accomplishments

–Connected Communities

◦Supporting regional and global events that bring people together

–Digital & Tools

◦Creating modern digital spaces to engage and connect

We are honored to have received recognitions of our inclusive culture and community throughout the fiscal year, including: certification in 2025 as a Great Place to Work™ in the U.S. by Michael Kors and being named to the Parity.Org 2025 Best Companies for Equal Advancement Opportunity.

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Workplace Safety. Everyone working on behalf of our Company is entitled to work in a safe environment while maintaining their health and well being. Our commitment to health and safety is founded on a number of guiding principles described in our Occupational Health and Safety Policy, which is published on our corporate website, and is bolstered by weekly safety informational newsletters for our distribution centers, monthly retail safety and security newsletters shared across our brands, and a robust health and safety training curriculum. Throughout the fiscal year, we also conducted health and safety audits, risk assessments and compliance mapping exercises and continued to offer vital resources to our teams including medical and security assistance services for traveling employees.

Supply Chain Empowerment. Our community extends beyond our direct employees and our corporate social responsibility program drives us toward greater engagement with and support of supply chain workers in the global fashion industry. We are dedicated to conducting our operations throughout the world on principles of ethical business practice and recognition of the dignity of workers. Through our Code of Conduct for Business Partners and supply chain compliance program, we partner with our suppliers on important human rights, health and safety, environmental and compliance issues. In Fiscal 2026, we continued to support RISE: Reimagining Industry to Support Equality, a collaborative initiative to ensure women working in global supply chains experience greater dignity, equality, choice of opportunities and fulfillment of their rights. We also partnered with Empower Co., an organization working to build the first global voluntary market to measurably scale women’s empowerment.

Competition

We face intense competition in the product lines and markets in which we operate from both existing and new competitors. Our products compete with other branded products within their product category. In varying degrees, depending on the product category involved, we compete on the basis of style, price, customer service, quality, brand prestige and recognition, among others. In our wholesale business, we compete with numerous manufacturers, importers and distributors of products like ours for the limited space available for product display. Moreover, the general availability of manufacturing contractors allows new entrants easy access to the markets in which we compete, which may increase the number of our competitors and adversely affect our competitive position and our business. We believe, however, that we have significant competitive advantages because of the recognition of our brands and the acceptance of our brands by consumers. Refer to Item 1A. - “Risk Factors” - “The markets in which we operate are highly competitive, both within North America and internationally, and increased competition based on a number of factors could cause our profitability and/or gross margins to decline.”

Seasonality

We experience certain effects of seasonality with respect to our business. We generally experience greater sales during our third fiscal quarter, primarily driven by holiday season sales.

Import Restrictions and Other Governmental Regulations

Virtually all of our imported products are subject to duties and/or tariffs which may impact the costs of such products. In 2025 and 2026, the U.S. Government announced tariffs on imports from select countries. The majority of our products sold in the U.S. are imported from countries in which these tariffs were announced, including Vietnam, Cambodia, Indonesia and Bangladesh, where the primary manufacturers of Michael Kors products are located.

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"). In response to that decision, the U.S. President issued an executive order imposing tariffs pursuant to Section 122 of the Trade Act of 1974 for 150 days, effective on February 24, 2026. These actions have led to significant volatility and uncertainty in global markets. Where we can, we utilize free trade agreements and other supply chain initiatives in order to maximize efficiencies and cost savings relating to product importation. We use commercially reasonable efforts to mitigate these effects by sourcing our products as efficiently as possible and diversifying the countries where we produce, and we are continuing to explore ways to mitigate our potential exposure to risks associated with new or increased duties, tariffs, or other import controls or restrictions but we may not be able to mitigate the risk fully or at all. Refer to Item 1A. - “Risk Factors” - “Our business is subject to risks associated with importing products, and the imposition or threat of imposition of new or additional duties, tariffs or trade restrictions could have a material adverse effect on our business, results of operations and financial condition.”

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Additionally, we are subject to government regulations relating to importation activities, including the United States Customs and Border Protection (“CBP”) withhold release orders. If CBP detains shipments of our goods pursuant to a withhold release order they may not release our goods immediately or at all which could materially impact our U.S. business or result in potential violations of customs and trade laws. We are also subject to government regulations relating to product labeling, testing and safety. We maintain a global customs and product compliance organization to help manage our import and related regulatory risks and activities.

Impact

Capri Cares about the planet and its people. Driven by this purpose, we are committed to improving the way we work to better the world in which we live. It is this purpose that also drives us forward as an organization and guides our Impact strategies. Our Impact strategy focuses on three areas – Climate, Nature and Community. We view these three pillars as interconnected and believe that the progress we drive within one area may help us address challenges in another. We also believe responsible business practices start from the top. The Board has delegated environmental, social and governance (“ESG”) oversight to the Governance and Nominating Committee (the “Governance Committee”). Our governance model is supported by an executive‑level steering committee and a global ESG team that manages our Impact strategy, executes ESG compliance and risk management activities and leads our ESG regulatory and voluntary disclosures, while closely coordinating with relevant stakeholders across our global organization to ensure effective execution of our Impact strategy. Additional information about our Impact strategy and progress to date is located at www.capriholdings.com/impact/esg-resources. The content on this website and the content in our Impact (or ESG equivalent) reports is not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC.

Available Information

Our investor website can be accessed at www.capriholdings.com. The content of our website is not incorporated by reference into this Annual Report on Form 10-K. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with or furnished to the SEC pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge on our website under the caption “Financials” and then “SEC Filings” promptly after we electronically file such materials with, or furnish such materials to, the SEC. No information contained on our website is intended to be included as part of, or incorporated by reference into, this Annual Report on Form 10-K. Information relating to corporate governance at our Company, including our Corporate Governance Guidelines, our Code of Business Conduct and Ethics for all directors, officers, and employees, and information concerning our directors, Committees of the Board, including Committee charters, and transactions in Company securities by directors and executive officers, is available at our website under the captions “Governance”. Paper copies of these filings and corporate governance documents are available to shareholders free of charge by written request to Investor Relations, Capri Holdings Limited, 90 Whitfield Street, 2nd Floor, London, United Kingdom, W1T 4EZ. Documents filed with, or furnished to, the SEC are also available on the SEC’s website at www.sec.gov.