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    Capri Holdings Limited filed SEC Form 8-K: Regulation FD Disclosure

    4/10/25 9:17:09 AM ET
    $CPRI
    Apparel
    Consumer Discretionary
    Get the next $CPRI alert in real time by email
    8-K
    00-0000000 0001530721 false 0001530721 2025-04-10 2025-04-10

     

     

    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): April 10, 2025

     

     

     

    LOGO

    CAPRI HOLDINGS LIMITED

    (Exact name of registrant as specified in its charter)

     

     

     

    British Virgin Islands   001-35368   N/A

    (State or other jurisdiction

    of incorporation)

     

    (Commission

    File Number)

     

    (I.R.S. Employer

    Identification No.)

    90 Whitfield Street

    2nd Floor

    London, United Kingdom

    W1T 4EZ

    (Address of principal executive offices)

    (Zip Code)

    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 April 10, 2025, Capri Holdings Limited (“Capri”) issued a press release announcing the execution of a definitive agreement with Prada S.p.A. (“Prada”), whereby Prada has agreed to acquire Capri’s Versace business. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

    The information contained in Item 7.01 of this report shall not be incorporated by reference into any filing of the registrant, whether made before, on or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information contained in Item 7.01 of this report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

     

    Item 9.01

    Financial Statements and Exhibits.

    (d) Exhibits

     

    Exhibit

    Number

       Description
    99.1    Press Release, dated April 10, 2025, of Capri Holdings Limited.
    104    Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document

    Forward-Looking Statements

    This communication contains statements which are, or may be deemed to be, “forward-looking statements.” Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Capri about future events and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. All statements other than statements of historical facts included herein, may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words “plans”, “believes”, “expects”, “intends”, “will”, “should”, “could”, “would”, “may”, “anticipates”, “might” or similar words or phrases, are forward-looking statements. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions, which could cause actual results to differ materially from those projected or implied in any forward-looking statements, including regarding the proposed transaction. These risks, uncertainties and other factors include changes in fashion, consumer traffic and retail trends, macroeconomic pressures and general uncertainty regarding the overall future economic environment, the imposition of additional duties, tariffs or trade restrictions on the importation of our products, the timing, receipt and terms and conditions of any required governmental, regulatory and third party consents and approvals for the proposed transaction that could delay, result in the termination of or result in changes to the terms of the proposed transaction; the occurrence of any other event, change or other circumstances that could give rise to the termination of the purchase agreement with Prada (the “Purchase Agreement”), the risk that the parties to the Purchase Agreement may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the proposed transaction, the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of Capri’s ordinary shares, the risk of any unexpected costs or expenses resulting from the proposed transaction, the risk of any litigation relating to the proposed transaction, the risk that the proposed transaction and its announcement could have an adverse effect on the ability of the Versace business to retain customers and retain and hire key personnel and maintain relationships with customers, suppliers, employees, shareholders and other business relationships and on its operating results and business generally, as well as those risks that are outlined in Capri’s disclosure filings and materials, which you can find on http://www.capriholdings.com, such as its Form 10-K, Form 10-Q and Form 8-K reports that have been filed with the SEC. Please consult these documents for a more complete understanding of these risks and uncertainties. Any forward-looking statement in this press release speaks only as of the date made and Capri disclaims any obligation to update or revise any forward-looking or other statements contained herein other than in accordance with legal and regulatory obligations.


    SIGNATURE

    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 hereunto duly authorized.

     

    Dated: April 10, 2025     CAPRI HOLDINGS LIMITED
        By:  

    /s/ Krista McDonough

        Name:   Krista McDonough
        Title:   Senior Vice President, General Counsel & Chief Sustainability Officer
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