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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 19, 2025

CAPRI HOLDINGS LTD

(Exact name of Registrant as Specified in its Charter)

001-35368
(Commission File Number)

British Virgin Islands |  | N/A
(State or other jurisdiction of incorporation) |  | (I.R.S. Employer Identification No.)

90 Whitfield Street
2nd Floor
London, United Kingdom
W1T 4EZ
(Address of Principal Executive Offices)
44 207 632 8600
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class | Trading Symbol(s) | Name of Each Exchange on which Registered
Ordinary Shares, no par value | CPRI | New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company | ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐

ITEM 7.01 | REGULATION FD DISCLOSURE.

On February 19, 2025, Capri Holdings Limited (the “Company”) issued a press release in connection with its previously announced Investor Day to be held at 1:00pm ET. A link to the live webcast of Investor Day, along with the Investor Day presentation, will be available at the time of the event on the Company’s website, www.capriholdings.com. Further information about Investor Day is provided in the press release, a copy of which is included as Exhibit 99.1 attached hereto and is incorporated herein by reference.

ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No. |  |
99.1 |  | Press Released issued by Capri Holdings Limited, dated February 19, 2025
104 |  | Cover Page Interactive Data File (embedded within the Inline XBRL document)

The information in this Current Report on Form 8-K, including the information set forth in Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. In addition, the information shall not be deemed incorporated by reference in any filing of the Company with the Securities Exchange Commission, except as expressly set forth by specific reference in any such filing.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

|  |  | CAPRI HOLDINGS LIMITED
Date: February 19, 2025 |  |  |
|  | By: | /s/ Thomas J. Edwards, Jr.
|  | Name: | Thomas J. Edwards, Jr.
|  | Title: | Executive Vice President, Chief Financial Officer and Chief Operating Officer