Capri Holdings CPRI Form 10-Q filing Q3 FY2026

Page Number

PART I FINANCIAL INFORMATION

Item 1. Financial Statements:

Consolidated Balance Sheets (unaudited) as ofDecember27, 2025 and March 29, 2025 4

Consolidated Statements of Operations and ComprehensiveIncome(Loss)(unaudited) for the three andninemonths endedDecember27, 2025 andDecember28, 2024 5

Consolidated Statements of Shareholders’ Equity (unaudited) for the three andninemonths endedDecember27, 2025 andDecember28, 2024 6

Consolidated Statements of Cash Flows (unaudited) for theninemonths endedDecember27, 2025 andDecember28, 2024 8

Notes to Consolidated Financial Statements (unaudited) 9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 36

Item 3. Quantitative and Qualitative Disclosures About Market Risk 56

Item 4. Controls and Procedures 58

PART II OTHER INFORMATION

Item 1. Legal Proceedings 59

Item 1A. Risk Factors 59

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 59

Item 5. Other Information 60

ITEM 1. FINANCIAL STATEMENTS

See accompanying notes to consolidated financial statements.

See accompanying notes to consolidated financial statements.

(1) Accumulated other comprehensive income (loss).

See accompanying notes to consolidated financial statements.

(1) Accumulated other comprehensive income (loss).

See accompanying notes to consolidated financial statements.

See accompanying notes to consolidated financial statements.

CAPRI HOLDINGS LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Business and Basis of Presentation

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 Michael Kors and Jimmy Choo tradenames and related trademarks and logos. The Company operates in two reportable segments: Michael Kors and Jimmy Choo. See Note 18 - "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 interim financial statements relate to continuing operations. Refer to Note 4 - "Discontinued Operations" for further information.

The interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and include the accounts of the Company and its wholly-owned or controlled subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The interim consolidated financial statements as of December 27, 2025 and for the three and nine months ended December 27, 2025 and December 28, 2024 are unaudited. The Company historically consolidated the results of the Versace business on a one-month lag. In addition, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The interim consolidated financial statements reflect all normal and recurring adjustments, which are, in the opinion of management, necessary for fair presentation in conformity with U.S. GAAP. The interim consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended March 29, 2025, as filed with the Securities and Exchange Commission on May 28, 2025, in the Company’s Annual Report on Form 10-K. The results of operations for interim periods should not be considered indicative of results to be expected for the full fiscal year.

The Company utilizes a 52- to 53-week fiscal year and the term “Fiscal Year” or “Fiscal” refers to that 52- or 53-week period. The results for the three and nine months ended December 27, 2025 and December 28, 2024 are based on 13- and 39-week periods, respectively. The Company’s Fiscal Year 2026 is a 52-week period ending March 28, 2026. The Company’s Fiscal Year 2027 is a 53-week period ending April 3, 2027.

2. 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. Completion of the Merger was subject to, among other customary conditions, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The Company received regulatory approval from all countries except for the United States. In connection with the Merger, on April 22, 2024, the U.S. Federal Trade Commission (“FTC”) filed a lawsuit in the United States District Court for the Southern District of New York (the “District Court”) against Tapestry and the Company seeking to block the Merger, claiming that the Merger would violate Section 7 of the Clayton Act and that the Merger Agreement and the Merger constituted unfair methods of competition in violation of Section 5 of the Federal Trade Commission Act and should be enjoined. The preliminary injunction hearing concluded in September 2024, and on October 24, 2024, the District Court granted the FTC's motion for a preliminary injunction to enjoin the Merger pending the completion of the FTC's in-house administrative proceeding. On October 28, 2024, Tapestry and Capri jointly filed a notice of appeal to the U.S. Court of Appeals for the Second Circuit (the “Second Circuit”).

On November 13, 2024, the Parties entered into a Termination Agreement (the “Termination Agreement”), pursuant to which the Parties agreed to terminate the Merger Agreement, effective immediately. 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 income (loss). 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. On November 15, 2024, Capri and Tapestry stipulated to the dismissal of the appeal to the Second Circuit. On December 4, 2024, the FTC’s in-house administrative proceeding was dismissed without prejudice.

3. Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in accordance with U.S. GAAP requires management to use judgment and make estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The level of uncertainty in estimates and assumptions increases with the length of time until the underlying transactions are completed. The most significant assumptions and estimates involved in preparing the financial statements include allowances for customer deductions, sales returns, credit losses, estimates of inventory net realizable value, the valuation of deferred taxes, goodwill, intangible assets, operating lease right-of-use assets and property and equipment, along with the estimated useful lives assigned to these assets. Actual results could differ from those estimates.

Seasonality

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.

Cash, Cash Equivalents and Restricted Cash

All highly liquid investments with original maturities of three months or less are considered to be cash equivalents. Included in the Company’s cash and cash equivalents as of December 27, 2025 and March 29, 2025 are credit card receivables of $35 million and $20 million, respectively, which generally settle within two to three business days.

A reconciliation of cash, cash equivalents and restricted cash as of December 27, 2025 and March 29, 2025 from the consolidated balance sheets to the consolidated statements of cash flows is as follows (in millions):

Inventories

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 was $18 million and $17 million as of December 27, 2025 and March 29, 2025, respectively.

Derivative Financial Instruments

Forward Foreign Currency Exchange Contracts

The Company uses forward foreign currency exchange contracts to manage its exposure to fluctuations in foreign currencies for certain transactions. The Company, in its normal course of business, enters into transactions with foreign suppliers and seeks to minimize risks related to these transactions. 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 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.

The Company designates certain contracts related to the purchase of inventory that qualify for hedge accounting as cash flow hedges. 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 (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 (gain) in the Company’s consolidated statements of operations and comprehensive income (loss). 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 exposure. 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.

Net Investment Hedges

The Company also uses cross currency swap agreements to hedge its net investments in foreign operations against future volatility in the exchange rates between different currencies. The Company has elected the spot method of designating these contracts under ASU 2017-12, “Derivatives and Hedging (Topic 815): 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 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, net, in the Company’s consolidated statements of operations and comprehensive income (loss). Upon discontinuation of a hedge, all previously recognized amounts remain in CTA until the net investment is sold or liquidated.

Interest Rate Swap Agreements

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 (loss) income and are reclassified into interest income, net, in the same period during which the hedged transactions affect earnings.

Leases

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 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. Fixed sublease payments received are recognized on a straight-line basis over the sublease term. 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 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. The Company’s incremental borrowing rates are based on the term of the leases, the economic environment of the leases and reflect the expected interest rate it would incur to borrow on a secured basis. Certain leases include one or more renewal options, generally for the same period as the initial term of the lease. The exercise of lease renewal options is generally at the Company’s sole discretion and as such, the Company typically determines that exercise of these renewal options is not reasonably certain. As a result, the Company generally does not include the renewal option period in the expected lease term and the associated lease payments are not included in the measurement of the operating lease right-of-use asset and lease liability. Certain leases also contain termination options with an associated penalty. Generally, the Company is reasonably certain not to exercise these options and as such, they are not included in the determination of the expected lease term. The Company recognizes operating lease expense on a straight-line basis over the lease term.

Leases with an initial lease term of 12 months or less are not recorded on the balance sheet. The Company recognizes lease expense for its short-term leases on a straight-line basis over the lease term.

The Company’s leases generally provide for payments of non-lease components, such as common area maintenance, real estate taxes and other costs associated with the leased property. 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 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.

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

During the three and nine months ended December 27, 2025, the Company recorded sublease income of $1 million and $4 million, respectively, within selling, general and administrative expenses. During the three and nine months ended December 28, 2024, the Company recorded sublease income of $2 million and $7 million, respectively, within selling, general and administrative expenses.

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 restricted share units (“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 income (loss) per ordinary share and diluted net income (loss) per ordinary share are as follows (in millions, except share and per share data):

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

During the three and nine months ended December 27, 2025, share equivalents of 1,136,239 and 1,780,281 shares have been excluded from the above calculations due to their anti-dilutive effect.

Diluted net loss per ordinary share attributable to Capri and diluted net loss per share attributable to discontinued operations, net of tax for the three and nine months ended December 28, 2024, included all weighed average diluted shares outstanding due to the net income attributable to Capri from continuing operations for these periods.

See Note 3 - "Summary of Significant Accounting Policies" in the Company’s Annual Report on Form 10-K for the fiscal year ended March 29, 2025 for a complete disclosure of the Company’s significant accounting policies.

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.

Income Taxes

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. The Company will adopt the update beginning with disclosure in its Fiscal 2026 annual consolidated financial statements. The Company is currently assessing the impact of the requirements on its consolidated financial statements and disclosures.

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. ASU 2024-03 is effective for annual periods beginning after December 15, 2026. Interim disclosures are required for periods within annual periods beginning after December 15, 2027. Prospective application is required, and retrospective application is permitted. 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 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.

Hedge Accounting

In November 2025, the FASB issued ASU 2025-09, “Derivatives and Hedging (Topic 815): Hedge Accounting Improvements”, which includes amendments to more closely align hedge accounting with the economics of an entity’s risk management activities. The amendments are effective for the Company’s annual periods beginning Fiscal 2028 and interim periods within those fiscal years, with early adoption permitted, and should be applied prospectively. The Company is currently evaluating the ASU to determine its impact on the Company’s financial statements and related disclosures.

4. 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, within 90 days of the Closing Date, Prada will deliver an initial closing statement including net working capital, net indebtedness, cash and certain other post-closing adjustments as of the Closing Date. 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 which the Company expects to record during the fourth quarter of Fiscal 2026.

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.

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):

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 income (loss) (in millions):

The Company recognized a preliminary gain on sale of $45 million, which is recorded in other income, net, as part of discontinued operations in the Company’s consolidated statements of operations and comprehensive income (loss) during the three and nine months ended December 27, 2025. 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):

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, net of approximately $1 million on the Company’s consolidated statements of operations and comprehensive income (loss) for the three and nine months ended December 27, 2025, respectively.

5. Revenue Recognition

The Company accounts for contracts with its customers when there is approval and commitment from both parties, the rights of the parties and payment terms have been identified, the contract has commercial substance and collectability of consideration is probable. Revenue is recognized when control of the promised goods or services is transferred to the Company’s customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for goods or services.

The Company sells its products through three primary channels of distribution: retail, wholesale and licensing. Within the retail and wholesale channels, substantially all of the Company’s revenues consist of sales of products that represent a single performance obligation where control transfers at a point in time to the customer. 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.

Retail

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). Retail revenue is recognized when control of the product is transferred at the point of sale at Company owned stores, including concessions. For e-commerce transactions, control is transferred and revenue is recognized when products are delivered to the customer. To arrive at net sales for retail, gross sales are reduced by actual customer returns, as well as by a provision for estimated future customer returns.

Sales tax collected from retail customers are presented on a net basis and, as such, are excluded from revenue. Shipping and handling costs that are billed to customers are included in net sales, with the related costs recorded in cost of goods sold. Shipping and handling costs that are not billed to customers are accounted for as fulfillment costs.

Gift Cards. The Company sells gift cards that can be redeemed for merchandise, resulting in a contract liability upon issuance. Revenue is recognized when a gift card is redeemed or upon “breakage” for the estimated portion of gift cards that are not expected to be redeemed. “Breakage” revenue is calculated under the proportional redemption methodology, which considers the historical patterns of redemption in jurisdictions where the Company is not required to remit the value of the unredeemed gift cards as unclaimed property. 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 $9 million and $10 million as of December 27, 2025 and March 29, 2025, respectively, and is included in accrued expenses and other current liabilities in the Company’s consolidated balance sheets.

Loyalty Program. The Company offers a loyalty program, which allows its Michael Kors North America customers to earn points on qualifying purchases toward monetary and non-monetary rewards, which may be redeemed for purchases at Michael Kors retail stores and e-commerce sites. The Company defers a portion of the initial sales transaction based on the estimated relative fair value of the benefits based on projected timing of future redemptions and historical activity. These amounts include estimated “breakage” for points that are not expected to be redeemed.

Wholesale

The Company’s products are sold primarily to major department stores, specialty stores and travel retail shops throughout the Americas, EMEA and Asia. The Company also has arrangements where its products are sold to geographic licensees in certain parts of EMEA, Asia and South America. Wholesale revenue is recognized net of estimates for sales returns, discounts, markdowns and allowances, when merchandise is shipped and control of the underlying product is transferred to the Company’s wholesale customers. To arrive at net sales for wholesale, gross sales are reduced by provisions for estimated future returns, as well as trade discounts, markdowns, allowances, operational chargebacks and certain cooperative selling expenses. These estimates are developed based on historical trends, actual and forecasted performance and market conditions, and are reviewed by management on a quarterly basis. Unfulfilled, non-cancelable purchase orders for products from wholesale customers (including the Company’s geographic licensees) are expected to be fulfilled within the next 12 months.

Licensing

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.

The Company recognizes royalty revenue and advertising contributions based on the percentage of sales made by the licensees. 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 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. Licensing revenue is based on reported current period sales of licensed products at rates that are specified in the license agreements for contracts that are expected to exceed the related guaranteed minimums. 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. The Company’s guaranteed minimum royalty amounts due from licensees relate to contractual periods that do not exceed 12 months.

Sales Returns

The refund liability recorded as of December 27, 2025 was $39 million, and the related asset for the right to recover returned product as of December 27, 2025 was $10 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

Total contract liabilities were $9 million and $14 million as of December 27, 2025 and March 29, 2025, respectively. For the three and nine months ended December 27, 2025, the Company recognized $1 million and $13 million, respectively, in revenue relating to contract liabilities that existed at March 29, 2025. For the three and nine months ended December 28, 2024, the Company recognized $3 million and $15 million in revenue which related to contract liabilities that existed at March 30, 2024. There were no material contract assets recorded as of December 27, 2025 and March 29, 2025.

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

Disaggregation of Revenue

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

See Note 4 - "Revenue Recognition" in the Company’s Annual Report on Form 10-K for the fiscal year ended March 29, 2025 for a complete disclosure of the Company’s revenue recognition policy.

6. Receivables, net

Receivables, net, consist of (in millions):

(1) As of December 27, 2025 and March 29, 2025, $65 million and $55 million, respectively, of trade receivables were insured.

Receivables are presented net of allowances for discounts, markdowns, operational chargebacks and credit losses. Discounts are based on open invoices where trade discounts have been extended to customers. Markdowns are based on wholesale customers’ sales performance, seasonal negotiations with customers, historical deduction trends and an evaluation of current market conditions. Operational chargebacks are based on deductions taken by customers, net of expected recoveries. Such provisions, and related recoveries, are reflected in revenues.

The Company’s allowance for credit losses is determined through analysis of periodic aging of receivables and assessments of collectability based on an evaluation of historic and anticipated trends, the financial condition of the Company’s customers and the impact of general economic conditions. The past due status of a receivable is based on its contractual terms. Amounts deemed uncollectible are written off against the allowance when it is probable the amounts will not be recovered.

Allowance for credit losses was $19 million and $13 million as of December 27, 2025 and March 29, 2025, respectively. The Company had credit losses of $11 million and $12 million for the three and nine months ended December 27, 2025, respectively. During the three and nine months ended December 27, 2025 the Company recorded an incremental allowance due to a wholesale customer filing for a voluntary petition for reorganization under Chapter 11 under U.S. Bankruptcy Code. The Company had net credit losses of $(3) million for the three months ended December 28, 2024 and credit losses of $1 million for the nine months ended December 28, 2024.

7. Property and Equipment, net

Property and equipment, net, consists of (in millions):

Depreciation of property and equipment for the three and nine months ended December 27, 2025 was $23 million and $69 million, respectively. Depreciation of property and equipment for the three and nine months ended December 28, 2024 was $25 million and $79 million, respectively. The Company did not record any property and equipment impairment charges during the three months ended December 27, 2025 and December 28, 2024, respectively. During the nine months ended December 27, 2025 and December 28, 2024, the Company recorded $5 million and $2 million in property and equipment impairment charges, respectively.

8. Intangible Assets and Goodwill

The following table details the carrying values of the Company’s intangible assets and goodwill (in millions):

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

(2) The change in the carrying value since March 29, 2025 reflects the impact of foreign currency translation adjustments. As of December 27, 2025 and March 29, 2025, the Company had accumulated impairment charges of $358 million related to its Jimmy Choo brand intangible assets.

(3) Includes accumulated impairment of $605 million related to the Jimmy Choo reporting units as of December 27, 2025 and March 29, 2025.

Amortization expense for the Company’s definite-lived intangible assets was $7 million and $21 million for the three and nine months ended December 27, 2025, respectively. Amortization expense for the Company’s definite-lived intangible assets was $7 million and $20 million for the three and nine months ended December 28, 2024, respectively.

9. Other Current Assets and Other Current Liabilities

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

Accrued expenses and other current liabilities consist of the following (in millions):

(1) The accrued rent balance relates to variable lease payments.

10. Restructuring and Other Expense (Income)

Restructuring Charges - Global Optimization Plan

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.

During the nine months ended December 27, 2025, 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. The Company closed 20 and 39 retail stores incorporated into the Global Optimization Plan during the three and nine months ended December 28, 2024, respectively. Net restructuring charges recorded in connection with the Global Optimization Plan during the three and nine months ended December 27, 2025 were $12 million and $15 million, respectively, primarily related to lease terminations and severance costs in connection with this program.

Net restructuring income recorded in connection with the Global Optimization Plan during the three months ended December 28, 2024 was $2 million primarily related to gains on lease termination and store closure costs. During the nine months ended December 28, 2024, there was an immaterial amount of net restructuring expenses recorded in connection with the Global Optimization Plan.

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

(1) Excludes $5 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 income (loss) for the nine months ended December 27, 2025.

11. Debt Obligations

The following table presents the Company’s debt obligations (in millions):

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., 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 mature on July 1, 2027.

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. subsidiaries that are borrowers and guarantors, excluding real property and other customary exceptions, and substantially all of the registered intellectual property of the Company and its subsidiaries. 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.

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 three and nine months ended December 27, 2025 as a component of interest income, net.

The 2025 Credit Facilities are 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 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 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 December 27, 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 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.

The Amended and Restated Credit Agreement continues to require the Company to maintain a net leverage ratio as of the end of each fiscal quarter of no greater than 4.0 to 1; provided, that on no more than two occasions, if the Company consummates a material acquisition, the Company may elect to increase the covenant level to 4.5 to 1 for the four fiscal quarter period commencing with the fiscal quarter in which such material acquisition is consummated. Such net leverage ratio is calculated as the ratio of the sum of total indebtedness, plus the capitalized amount of all operating lease obligations, as of the date of the measurement, minus unrestricted cash and cash equivalents not to exceed $200 million, to Consolidated EBITDAR. The Amended and Restated Credit Agreement also includes customary covenants that limit additional indebtedness, liens, acquisitions and other investments, dispositions, restricted payments and affiliate transactions. The Amended and Restated Credit Agreement contains 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 certain indebtedness, certain events of bankruptcy or insolvency, certain events under the Employee Retirement Income Security Act, material judgments, actual or asserted failure of any guaranty or collateral document supporting the 2025 Credit Facilities 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 2025 Credit Facilities would be entitled to take various actions, including, but not limited to, terminating the commitments and accelerating amounts outstanding under the 2025 Credit Facilities and exercising remedies against collateral.

The Company had $221 million and $755 million of borrowings outstanding under the 2022 Revolving Credit Facility as of December 27, 2025 and March 29, 2025, respectively. In addition, stand-by letters of credit of $1 million were outstanding as of December 27, 2025 and March 29, 2025. As of December 27, 2025 and March 29, 2025, the amount available for future borrowings under the 2022 Revolving Credit Facility was $1.278 billion and $744 million, respectively.

The Company had $2 million and $3 million of deferred financing fees related to the 2022 Revolving Credit Facility as of December 27, 2025 and March 29, 2025, respectively, and are recorded within other assets in the Company’s consolidated balance sheets.

As of December 27, 2025, 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 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 December 27, 2025 and March 29, 2025 was $10 million and $24 million, respectively, and is presented as short-term debt on the Company’s consolidated balance sheets.

See Note 12 - "Debt Obligations" to the Company’s Fiscal 2025 Annual Report on Form 10-K for additional information regarding the Company’s credit facilities and debt obligations.

12. Commitments and Contingencies

The Company is involved in various routine legal proceedings incident to the ordinary course of its business. The Company believes that the outcome of all pending, routine legal proceedings, in the aggregate, will not have a material adverse effect on its business, results of operations and financial condition.

See the matters in Item 1. Legal Proceedings to the accompanying Part II Other Information for additional information on certain non-routine legal proceedings against the Company which may be material.

Please also refer to the Contractual Obligations and Commercial Commitments disclosure within the Liquidity and Capital Resources section of the Company’s Annual Report on Form 10-K for the fiscal year ended March 29, 2025 for a detailed disclosure of other commitments and contractual obligations as of March 29, 2025.

13. Fair Value Measurements

Financial assets and liabilities are measured at fair value using the three-level valuation hierarchy for disclosure of fair value measurements. The determination of the applicable level within the hierarchy of a particular asset or liability depends on the inputs used in the valuation as of the measurement date, notably the extent to which the inputs are market-based (observable) or internally derived (unobservable). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from independent sources. Unobservable inputs are inputs based on a company’s own assumptions about market participant assumptions based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as follows:

Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that a company has the ability to access at the measurement date.

Level 2 – Valuations based on quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability and inputs derived principally from or corroborated by observable market data.

Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

At December 27, 2025 and March 29, 2025, the fair values of the Company’s derivative contracts were determined using broker quotations, which were calculations derived from observable market information: the applicable currency rates at the balance sheet date and those forward rates particular to the contract at inception. 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 derivative contract. See Note 14 - "Derivative Financial Instruments" for further detail.

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):

The Company’s debt obligations are recorded on its consolidated balance sheets at carrying values, which may differ from the related fair values. The fair value of the Company’s debt is estimated using external pricing data, including any available quoted market prices and based on other debt instruments with similar characteristics. 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 11 - "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):

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

Non-Financial Assets and Liabilities

The Company’s non-financial assets include goodwill, intangible assets, operating lease right-of-use assets and property and equipment. Such assets are reported at their carrying values and are not subject to recurring fair value measurements. 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.

The Company did not record impairment charges for the three months ended December 27, 2025. The Company recorded $21 million impairment charges during the nine months ended December 27, 2025. The Company recorded $81 million and $101 million of impairment charges during the three and nine months ended December 28, 2024, respectively.

The following table details the carrying values and fair values of the Company’s assets that have been impaired during the three and nine months ended December 27, 2025 and the three and nine months ended December 28, 2024 (in millions):

14. Derivative Financial Instruments

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.

As of March 29, 2025, the Company had $50 million of EUR/USD designated forward contracts outstanding. During the first quarter of Fiscal 2026, the Company entered into multiple EUR/USD forward contracts of $29 million. During the third quarter of Fiscal 2026, the Company entered into multiple EUR/USD forward contracts of $71 million. As of December 27, 2025, the Company had $85 million of designated forward foreign currency exchange contracts outstanding, net of any contracts that have matured throughout the year.

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 (loss) income and are reclassified from accumulated other comprehensive (loss) 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 income (loss).

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 with a settlement date of January 27, 2026. The Company did not designate this derivative for hedge accounting and recognized a $4 million gain within foreign currency loss (gain) in the Company’s consolidated statements of operations and comprehensive income (loss) related to the change in fair value during the three and nine months ended December 27, 2025.

Net Investment Hedges

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 December 27, 2025, 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.

Certain of these contracts are supported by a credit support annex (“CSA”) which provides 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 December 27, 2025 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 quarter of Fiscal 2026, the Company modified multiple fixed-to-fixed cross-currency swap agreements with aggregate notional amounts of $175 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. 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 income in the Company’s consolidated statements of operations and comprehensive income (loss). Accordingly, the Company recorded interest income of $34 million and $105 million during the three and nine months ended December 27, 2025, and $30 million and $83 million during the three and nine months ended December 28, 2024, respectively.

The net gains or losses on net investment hedges are reported within CTA as a component of accumulated other comprehensive (loss) 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.

Interest Rate Swaps

During the second quarter of Fiscal 2025, the Company entered into multiple interest rate swaps with aggregate notional amounts of €800 million. The swaps were designed to mitigate the impact of adverse interest rate fluctuations for a portion of the Company’s variable rate debt. €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 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 December 27, 2025 and March 29, 2025, the Company did not have any interest rate swap agreements outstanding.

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, net, in the same period in which the hedged transactions affect earnings. During the three and nine months ended December 27, 2025, the Company recognized $1 million and $5 million of interest expense, respectively, 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 three and nine months ended December 28, 2024, the Company recognized $1 million and $2 million of interest income related to these agreements, respectively.

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, net, in the Company’s consolidated statements of operations and comprehensive income (loss) for the three and nine months ended December 27, 2025.

The Company only enters into derivative instruments with highly credit-rated counterparties and does not enter into derivative contracts for trading or speculative purposes.

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 December 27, 2025 and March 29, 2025 (in millions):

(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.

(3) As of December 27, 2025, the Company recorded $891 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 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 December 27, 2025 and March 29, 2025 would be as follows (in millions):

Currently, the Company’s master netting arrangements do not require cash collateral to be pledged by the Company or its counterparties.

The following tables summarize the losses recognized within the consolidated statements of operations and comprehensive income related to the Company’s hedge contracts for the three and nine months ended December 27, 2025 and December 28, 2024 (in millions):

The Company expects that substantially all of the amounts currently recorded in accumulated other comprehensive (loss) income for its forward foreign currency exchange contracts will be reclassified into earnings during the next 12 months, based upon the timing of inventory purchases and turnover.

The following table summarizes the pre-tax impact of the gains and losses recorded to other comprehensive income (“OCI”) related to the Company’s designated hedges (in millions):

15. 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 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 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 the Company expects to begin implementing in Fiscal 2027. 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. The program may be suspended or discontinued at any time. As of December 27, 2025, the Company has not made any purchases as part of this program.

During the nine months ended December 27, 2025 and December 28, 2024, the Company did not purchase any of its’ ordinary shares through open market transactions.

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 the nine months ended December 27, 2025 and December 28, 2024, the Company withheld 113,406 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.

Accumulated Other Comprehensive (Loss) Income

The following table details changes in the components of accumulated other comprehensive (loss) income, net of taxes, for the nine months ended December 27, 2025 and December 28, 2024, respectively (in millions):

(1) Foreign currency translation adjustments before reclassifications for the nine months ended December 27, 2025 primarily include a $451 million loss, net of taxes of $151 million, relating to the Company’s net investment hedges, as well as a net $28 million translation loss. Reclassifications from AOCI into earnings for nine months ended December 27, 2025 were related to the sale of Versace. Refer to Note 4 - "Discontinued Operations" for further information. Foreign currency translation adjustments for the nine months ended December 28, 2024 primarily include a $19 million loss, net of taxes of $7 million, relating to the Company’s net investment hedges partially offset by a net $9 million translation loss.

(2) Other comprehensive loss before reclassifications for both the nine months ended December 27, 2025 and December 28, 2024 were primarily related to the Company’s forward foreign currency exchange contracts, net of taxes. Reclassifications from AOCI into earnings for nine months ended December 27, 2025 were $8 million, net of taxes of $4 million, related to the Company’s previously terminated interest rate swaps and $3 million, net of immaterial taxes, related to the Company’s forward foreign currency exchange contracts for inventory purchases.

16. 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. 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 from 22,471,000 to 24,971,000. At December 27, 2025, there were 4,110,483 ordinary shares available for future grants of equity awards under the Incentive Plan. Option grants issued under the Incentive Plan generally expire seven years from the grant date.

The following table summarizes the Company’s share-based compensation activity during the nine months ended December 27, 2025:

The weighted average grant date fair value of service-based RSUs granted during the nine months ended December 27, 2025 was $18.00. There were no performance-based RSUs granted during the nine months ended December 27, 2025. The

weighted average grant date fair value of service-based RSUs granted during the nine months ended December 28, 2024 was $32.21. There were no performance-based RSUs granted during the nine months ended December 28, 2024.

Share-Based Compensation Expense

The following table summarizes compensation expense attributable to share-based compensation for the three and nine months ended December 27, 2025 and December 28, 2024 (in millions):

Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company estimates forfeitures based on historical forfeiture rates. The estimated value of future forfeitures for equity awards as of December 27, 2025 is $5 million. There were no forfeitures for performance-based RSUs.

See Note 17 - "Share-Based Compensation" in the Company’s Fiscal 2025 Annual Report on Form 10-K for additional information relating to the Company’s share-based compensation awards.

17. Income Taxes

The Company’s effective tax rate for the three and nine months ended December 27, 2025 was (3.6)% and 18.6%, respectively. The effective rate for the three months ended December 27, 2025 differed from the United Kingdom statutory rate of 25% (the “UK Rate”) primarily due to the effects of global financing activities and a favorable return-to-provision adjustment. In addition, the effective tax rate for the nine months ended December 27, 2025 differed from the UK Rate due to a beneficial geographic mix of earnings partially offset by the impact of incremental valuation allowances recorded during the period.

The Company’s effective tax rate for the three and nine months ended December 28, 2024 was 68.4% and (17.8)%, respectively. The effective tax rate for the three months ended December 28, 2024 differed from the UK Rate due to the impacts of favorable global financing activities and non-deductible goodwill impairment charges. In addition, the effective tax rate for the nine months ended December 28, 2024, was also impacted by the release of an uncertain tax position during the period.

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.

18. Segment Information

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 income (loss) 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. The primary key performance indicators are revenue and operating income for each segment. The

Company’s reportable segments represent components of the business that offer similar merchandise, customer experience and sales/marketing strategies.

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: “Collection” stores, “Lifestyle” stores (including concessions), outlet stores and e-commerce sites, through which the Company sells Michael Kors products, as well as licensed products bearing the Michael Kors name, directly to consumers throughout the Americas, certain parts of EMEA and certain parts of Asia. The Company also sells Michael Kors products directly to department stores, primarily located across the Americas and Europe, to specialty stores and travel retail shops, and to its geographic licensees. 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.
• 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, and through its e-commerce sites. 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), multi-brand 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 Tapestry related transaction income (costs), impairment charges and restructuring and other (expense) income. 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.

The following table presents the key performance information of the Company’s reportable segments (in millions):

(1) Impairment of assets during the nine months ended December 27, 2025 primarily related to operating lease right-of-use assets at certain Michael Kors store locations. Impairment of assets during the nine months ended December 28, 2024 includes $83 million and $18 million of impairment charges related to the Jimmy Choo and Michael Kors reportable segments, respectively.

Total revenue (based on country of origin) by geographic location are as follows (in millions):

(1) Total revenue earned in the U.S. was $586 million and $1.446 billion, respectively, for the three and nine months ended December 27, 2025. Total revenue earned in the U.S. was $638 million and $1.567 billion, respectively, for the three and nine months ended December 28, 2024.

Total long-lived assets of the Company’s reportable segments are as follows (in millions):

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Our Business

Capri Holdings Limited 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 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, ready-to-wear, and footwear 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. The 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 ready-to-wear and footwear. 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.

Our Jimmy Choo brand offers a distinctive, glamorous and fashion-forward product range, whose core product offering is women’s luxury shoes, complemented by accessories, including handbags, small leather goods, jewelry, scarves and belts, as well as men’s luxury shoes and accessories. In addition, certain categories, including fragrance and eyewear, are produced under licensing agreements. Jimmy Choo’s design team is led by Sandra Choi, who has been the Creative Director for the brand since its inception in 1996. 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.

On April 8, 2025, our Board of Directors made the decision to sell Versace to Prada, and a definitive agreement was entered into on April 10, 2025. Accordingly, we determined that the held for sale and discontinued operations criteria were met and we classified the results of operations and cash flows of our Versace business as discontinued operations in our consolidated statements of operations and comprehensive income (loss) and consolidated statements of cash flows for all periods presented. On December 2, 2025, we completed the sale of our Versace business. 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. Unless otherwise noted, discussion within this management’s discussion and analysis of financial condition and results of operations relates to our continuing operations. Refer to Note 4 - "Discontinued Operations" to the accompanying consolidated financial statements for additional information.

Termination of the Agreement and Plan of Merger with Tapestry

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

The Merger had been approved by the boards of directors of Capri and Tapestry and by the shareholders of Capri. Completion of the Merger was subject to, among other customary conditions, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The Company received regulatory approval from all countries except for the United States. In connection with Tapestry’s proposed acquisition of Capri, on April 22, 2024, the U.S. FTC filed a lawsuit in the United States District Court for the Southern District of New York

(the “District Court”) against Tapestry and the Company seeking to block the Merger, claiming that the Merger would violate Section 7 of the Clayton Act and that the Merger Agreement and the Merger constituted unfair methods of competition in violation of Section 5 of the Federal Trade Commission Act and should be enjoined. The preliminary injunction hearing concluded in September 2024, and on October 24, 2024, the District Court granted the FTC's motion for a preliminary injunction to enjoin the Merger pending the completion of the FTC's in-house administrative proceeding. On October 28, 2024, Tapestry and Capri jointly filed a notice of appeal to the U.S. Court of Appeals for the Second Circuit (the “Second Circuit”).

On November 13, 2024, the parties to the Merger Agreement entered into a termination agreement pursuant to which they agreed to terminate the Merger Agreement, effective immediately. 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. The parties to the Merger Agreement 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. On November 15, 2024, Capri and Tapestry stipulated to the dismissal of the appeal to the Second Circuit. On December 4, 2024, the FTC’s in-house administrative proceeding was dismissed without prejudice.

Certain Factors Affecting Financial Condition and Results of Operations

Macroeconomic conditions and inflationary pressures. Global economic conditions, including inflation, political instability due to war or other geopolitical factors and other macroeconomic uncertainty and the related impact on levels of consumer spending worldwide impacted our business in the first nine months of Fiscal 2026, and are likely to continue to impact our business and the luxury accessories, footwear and apparel industry overall for the foreseeable future. Purchases of discretionary luxury items, such as the accessories, footwear and apparel that we produce, tend to decline when disposable income is lower or when there are inflationary pressures or other economic uncertainty which could negatively affect our financial condition and results of operations.

Costs of manufacturing, tariffs and import regulations. Our industry is subject to volatility in costs related to certain raw materials used in the manufacturing of our products primarily driven by commodity prices, as well as manufacturing labor costs. In addition, our costs may be impacted by sanction tariffs imposed on our products due to changes in trade terms. In April 2025, the U.S. Government announced tariffs on imports from select countries. The majority of the Company's 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. Increased tariffs or other trade restrictions against countries where our products are manufactured, and/or any tariffs or other trade restrictions implemented by these countries in retaliation, could materially impact our revenue and profitability.

Foreign currency fluctuation. Our consolidated operations are impacted by the relationships between our reporting currency, the United States dollar, and those of our non-United States subsidiaries whose functional/local currency is other than the United States dollar, primarily the Euro, the British Pound, the Chinese Renminbi and the Japanese Yen, among others. We continue to expect volatility in the global foreign currency exchange rates, which may have a negative impact on the reported results of certain of our non-United States subsidiaries in the future, when translated to the United States dollar.

Disruptions or delays in shipping and distribution and other supply chain constraints. Disruptions in our shipping and distribution network, including at U.S. ports and in the Red Sea, as well as port congestion, vessel availability, container shortages and temporary factory closures, have in the past impacted our business, and continued disruptions or delays could negatively impact our results of operations in the future.

Segment Information

We operate in two reportable segments, which are as follows:

Michael Kors

We generate revenue through the sale of Michael Kors products through four primary Michael Kors retail formats: “Collection” stores, “Lifestyle” stores (including concessions), outlet stores and e-commerce sites, through which we sell our products, as well as licensed products bearing our name, directly to consumers 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). We also sell Michael Kors products directly to department stores, primarily located across the Americas and EMEA, to specialty stores and travel retail shops in the Americas, Europe and Asia, and to our geographic licensees in certain parts of EMEA, Asia

and Brazil. 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, as well as through geographic licensing arrangements, which allow third parties to use the Michael Kors tradename in connection with the retail and/or wholesale sales of our Michael Kors branded products in specific geographic regions.

Jimmy Choo

We generate revenue through the sale of Jimmy Choo luxury goods through directly operated Jimmy Choo retail and outlet stores throughout the Americas, certain parts of EMEA and certain parts of Asia, and through our e-commerce sites. 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 tradename 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, 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.

Unallocated Corporate Expenses

In addition to the reportable segments discussed above, we have certain corporate costs that are not directly attributable to our brands and, therefore, are not allocated to 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 Tapestry related transaction income (costs), impairment charges and restructuring and other (expense) income. The segment structure is consistent with how our chief operating decision maker plans and allocates resources, manages the business and assesses performance.

The following table presents our total revenue and income from continuing operations by segment for the three and nine months ended December 27, 2025 and December 28, 2024 (in millions):

(1) Impairment of assets during the nine months ended December 27, 2025 primarily related to operating lease right-of-use assets at certain Michael Kors store locations. Impairment of assets during the nine months ended December 28, 2024 includes $83 million and $18 million of impairment charges related to the Jimmy Choo and Michael Kors reportable segments, respectively.

The following table presents our global network of retail stores by brand:

The following table presents our retail stores by geographic location:

Key Consolidated Performance Indicators and Statistics

We use a number of key indicators of operating results to evaluate our performance, including the following (dollars in millions):

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.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Critical accounting policies are those that are the most important to the portrayal of our results of operations and financial condition and that require our most difficult, subjective and complex judgments to make estimates about the effect of matters that are inherently uncertain. In applying such policies, we must use certain assumptions that are based on our informed judgments, assessments of probability and best estimates. Estimates, by their nature, are subjective and are based on analysis of available information, including current and historical factors and the experience and judgment of management. We evaluate our assumptions and estimates on an ongoing basis. While our significant accounting policies are detailed in Note 3 - "Summary of Significant Accounting Policies" to the accompanying consolidated financial statements, our critical accounting policies are disclosed, in full, in the MD&A section of our Annual Report on Form 10-K for the fiscal year ended March 29, 2025. There have been no significant changes to our critical accounting policies and estimates since March 29, 2025.

Results of Operations

Comparison of the three months ended December 27, 2025 with the three months ended December 28, 2024

The following table details the results of our operations for the three months ended December 27, 2025 and December 28, 2024, and expresses the relationship of certain line items to total revenue as a percentage (dollars in millions):

NM Not meaningful NM Not meaningful

Total Revenue

Total revenue decreased $43 million, or 4.0%, to $1.025 billion for the three months ended December 27, 2025, compared to $1.068 billion for the three months ended December 28, 2024, which included net favorable foreign currency effects of approximately $20 million, primarily as a result of the weakening of the United States dollar compared to the Euro and British Pound. On a constant currency basis, our total revenue decreased $63 million, or 5.9%.

• Michael Kors revenue decreased $51 million, or 5.6%, to $858 million for the three months ended December 27, 2025, compared to $909 million for the three months ended December 28, 2024, which included favorable foreign currency effects of $15 million. On a constant currency basis, revenue decreased $66 million, or 7.3%, primarily

due to the result of certain strategic initiatives previously put in place at Michael Kors that did not perform as expected, as well as a decrease in promotional activity.

• Jimmy Choo revenue increased $8 million, or 5.0%, to $167 million for the three months ended December 27, 2025, compared to $159 million for the three months ended December 28, 2024, which included favorable foreign currency effects of $5 million. On a constant currency basis, revenue increased $3 million, or 1.9%, primarily attributable to higher revenue in the Americas.

See Note 5 - "Revenue Recognition" to the accompanying consolidated financial statements for additional information.

Gross Profit

Gross profit decreased $51 million, or 7.6%, to $623 million for the three months ended December 27, 2025, compared to $674 million for the three months ended December 28, 2024, which included net favorable foreign currency effects of $13 million. Gross profit as a percentage of total revenue was 60.8% and 63.1% for the three months ended December 27, 2025 and December 28, 2024, respectively.

• Michael Kors gross profit decreased $57 million, or 10.0%, to $512 million for the three months ended December 27, 2025, compared to $569 million for the three months ended December 28, 2024. The 290 basis point decrease in gross profit margin was primarily attributable to the unfavorable impact of increased U.S. import tariffs.
• Jimmy Choo gross profit increased $6 million, or 5.7%, to $111 million for the three months ended December 27, 2025, compared to $105 million for the three months ended December 28, 2024. The 50 basis point increase in gross profit margin was primarily due to higher full price sell-throughs.

Total Operating Expenses

Total operating expenses decreased $71 million, or 11.0%, to $577 million for the three months ended December 27, 2025, compared to $648 million for the three months ended December 28, 2024. Our operating expenses included a net unfavorable foreign currency impact of approximately $11 million. Total operating expenses decreased to 56.3% as a percentage of total revenue for the three months ended December 27, 2025, compared to 60.7% for the three months ended December 28, 2024. The components that comprise total operating expenses are explained below.

Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased $2 million, or 0.4%, to $535 million for the three months ended December 27, 2025, compared to $537 million for the three months ended December 28, 2024. As a percentage of total revenue, selling, general and administrative expenses increased to 52.2% for the three months ended December 27, 2025, compared to 50.3% for the three months ended December 28, 2024.

• Michael Kors selling, general and administrative expenses decreased $27 million, or 6.7%, to $376 million for the three months ended December 27, 2025, compared to $403 million for the three months ended December 28, 2024. The decrease was primarily due to cost savings initiatives which resulted in lower retail store related costs and personnel expenses compared to the prior year.
• Jimmy Choo selling, general and administrative expenses decreased $3 million, or 2.9%, to $101 million for the three months ended December 27, 2025, compared to $104 million for the three months ended December 28, 2024, primarily due to decreased marketing expenses compared to the prior year.

Unallocated corporate expenses, which are included within selling, general and administrative expenses discussed above, but are not directly attributable to a reportable segment, increased $28 million, or 93.3%, to $58 million for the three months ended December 27, 2025 as compared to $30 million for the three months ended December 28, 2024. The increase was primarily due to the reimbursement for certain expenses pursuant to the termination of the Merger Agreement with Tapestry in the prior year of approximately $45 million and a net increase in allowance for credit losses in the current year of approximately $11 million, partially offset by a decrease in professional fees related to certain Capri transformation projects which are now complete.

Impairment of Assets

We did not recognize any asset impairment charges for the three months ended December 27, 2025. For the three months ended December 28, 2024, we recognized asset impairment charges of $81 million primarily related to the impairment of the Jimmy Choo Wholesale reporting units’ goodwill and Jimmy Choo brand intangible assets. See Note 13 - "Fair Value of Financial Instruments" to the accompanying consolidated financial statements for additional information.

Restructuring and Other Expense (Income)

During the three months ended December 27, 2025, we recorded expense of $12 million primarily related to lease termination costs. During the three months ended December 28, 2024, we recorded income of $2 million primarily related to gains on lease terminations and store closure costs. See Note 10 - "Restructuring and Other Expense (Income)" to the accompanying consolidated financial statements for additional information.

Income from Continuing Operations

(1) Certain corporate costs are not directly attributable to our brands and, therefore, are not allocated to segments. See Note 18 - "Segment Information" to the accompanying consolidated financial statements for additional information.

Income from continuing operations was $46 million for the three months ended December 27, 2025, compared to $26 million for the three months ended December 28, 2024. Income from continuing operations as a percentage of total revenue was 4.5% for the three months ended December 27, 2025, compared to 2.4% for the three months ended December 28, 2024.

• Michael Kors recorded income from operations of $119 million for the three months ended December 27, 2025, compared to $147 million for the three months ended December 28, 2024. Operating margin decreased from 16.2% for the three months ended December 28, 2024, to 13.9% for the three months ended December 27, 2025, primarily due to the unfavorable impact of increased U.S. import tariffs, partially offset by cost savings initiatives as noted above.
• Jimmy Choo recorded income from operations of $3 million for the three months ended December 27, 2025 compared to a loss of $6 million for the three months ended December 28, 2024. Operating margin increased from a loss of 3.8% for the three months ended December 28, 2024 to income of 1.8% for the three months ended December 27, 2025, primarily due to leveraging of operating expenses on higher revenues compared to the prior year.

Interest Income, net

For the three months ended December 27, 2025, we recognized $9 million of interest income compared to $8 million of interest income for the three months ended December 28, 2024. The $1 million improvement in interest income, net, is primarily due to lower average borrowings and higher interest income from our net investment hedges, partially offset by additional interest expense related to interest rate swaps and debt issuance costs due to the extinguishment of our 2025 Term Loans. See Note 11 - "Debt Obligations" and Note 14 - "Derivative Financial Instruments" to the accompanying consolidated financial statements for additional information.

Foreign Currency Loss

For the three months ended December 27, 2025, we recognized immaterial net foreign currency losses. For the three months ended December 28, 2024, we recognized a net foreign currency loss of $15 million primarily attributable to the remeasurement of intercompany balances between certain of our subsidiaries.

(Benefit) Provision for Income Taxes

The benefit for income taxes was $2 million for the three months ended December 27, 2025, compared to a provision of $13 million for the three months ended December 28, 2024. Our effective tax rate for the three months ended December 27, 2025 compared to our effective tax rate for the three months ended December 28, 2024 is not a meaningful metric due to the impact of the non-deductible goodwill impairment charges recorded for the three months ended December 28, 2024.

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 our analysis, the OBBBA did not have a material impact on our consolidated financial statements.

Our effective tax rate may fluctuate from time to time due to the effects of valuation allowance on deferred tax assets, changes in United States federal, state and local taxes and tax rates in foreign jurisdictions. In addition, factors such as the geographic mix of earnings, enacted tax legislation and the results of various global tax strategies, may also impact our effective tax rate in future periods.

Net Income from Continuing Operations

As a result of the above, our net income was $57 million for the three months ended December 27, 2025, compared to net income of $6 million for the three months ended December 28, 2024.

Results of Operations

Comparison of the nine months ended December 27, 2025 with the nine months ended December 28, 2024

The following table details the results of our operations for the nine months ended December 27, 2025 and December 28, 2024, and expresses the relationship of certain line items to total revenue as a percentage (dollars in millions):

NM Not meaningful

Total Revenue

Total revenue decreased $116 million, or 4.2%, to $2.678 billion for the nine months ended December 27, 2025, compared to $2.794 billion for the nine months ended December 28, 2024, which included net favorable foreign currency effects of approximately $49 million, primarily as a result of the weakening of the United States dollar compared to the Euro and British Pound. On a constant currency basis, our total revenue decreased $165 million, or 5.9%.

• Michael Kors revenue decreased $104 million, or 4.5%, to $2.218 billion for the nine months ended December 27, 2025, compared to $2.322 billion for the nine months ended December 28, 2024, which included favorable foreign currency effects of $35 million. On a constant currency basis, revenue decreased $139 million, or 6.0%, primarily due to the result of certain strategic initiatives previously put in place at Michael Kors that did not perform as expected, as well as a decrease in promotional activity.
• Jimmy Choo revenue decreased $12 million, or 2.5%, to $460 million for the nine months ended December 27, 2025, compared to $472 million for the nine months ended December 28, 2024, which included favorable foreign currency effects of $14 million. On a constant currency basis, revenue decreased $26 million, or 5.5%, primarily attributable to a continued slowdown in demand for certain categories of fashion luxury goods, particularly in Asia.

See Note 5 - "Revenue Recognition" to the accompanying consolidated financial statements for additional information.

Gross Profit

Gross profit decreased $109 million, or 6.2%, to $1.647 billion for the nine months ended December 27, 2025, compared to $1.756 billion for the nine months ended December 28, 2024, which included net favorable foreign currency effects of $33 million. Gross profit as a percentage of total revenue was 61.5% and 62.8% for the nine months ended December 27, 2025 and December 28, 2024, respectively.

• Michael Kors gross profit decreased $109 million, or 7.6%, to $1.330 billion for the nine months ended December 27, 2025, compared to $1.439 billion for the nine months ended December 28, 2024. The 200 basis point decrease in gross profit margin was primarily attributable to the unfavorable impact of increased U.S. import tariffs.
• Jimmy Choo gross profit was flat at $317 million for the nine months ended December 27, 2025 and December 28, 2024. The 170 basis point increase in gross profit margin was primarily due to higher full price sell-throughs and lower third party sales from our Italian shoe manufacturer, which typically carries lower manufacturer margins.

Total Operating Expenses

Total operating expenses decreased $128 million, or 7.4%, to $1.597 billion for the nine months ended December 27, 2025, compared to $1.725 billion for the nine months ended December 28, 2024. Our operating expenses included a net unfavorable foreign currency impact of approximately $28 million. Total operating expenses decreased to 59.6% as a percentage of total revenue for the nine months ended December 27, 2025, compared to 61.7% for the nine months ended December 28, 2024. The components that comprise total operating expenses are explained below.

Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased $54 million, or 3.5%, to $1.471 billion for the nine months ended December 27, 2025, compared to $1.525 billion for the nine months ended December 28, 2024. As a percentage of total revenue, selling, general and administrative expenses increased to 54.9% for the nine months ended December 27, 2025, compared to 54.6% for the nine months ended December 28, 2024.

• Michael Kors selling, general and administrative expenses decreased $49 million, or 4.6%, to $1.022 billion for the nine months ended December 27, 2025, compared to $1.071 billion for the nine months ended December 28, 2024. The decrease was primarily due to cost savings initiatives which resulted in lower retail store related costs and personnel expenses compared to the prior year.
• Jimmy Choo selling, general and administrative expenses decreased $4 million, or 1.3%, to $298 million for the nine months ended December 27, 2025, compared to $302 million for the nine months ended December 28, 2024. The decrease was primarily due to cost savings initiatives which resulted in lower retail store related costs compared to the prior year.

Unallocated corporate expenses, which are included within selling, general and administrative expenses discussed above, but are not directly attributable to a reportable segment, decreased $1 million, or 0.7%, to $151 million for the nine months ended December 27, 2025 as compared to $152 million for the nine months ended December 28, 2024. The decrease was primarily due to a decrease in professional fees related to certain Capri transformation projects which are now complete and the absence of transaction related costs incurred in the prior year, partially offset by the reimbursement for certain expenses pursuant to the termination of the Merger Agreement with Tapestry in the prior year and a net increase in allowance for credit losses in the current year.

Impairment of Assets

For the nine months ended December 27, 2025, we recognized asset impairment charges of $21 million primarily related to the impairment of operating lease right-of-use assets at certain Michael Kors store locations. For the nine months ended December 28, 2024, we recognized asset impairment charges of $101 million primarily related to the impairment of the Jimmy Choo Wholesale reporting units’ goodwill and Jimmy Choo brand intangible assets as well as operating lease right-of-use assets primarily at certain Michael Kors store locations. See Note 13 - "Fair Value of Financial Instruments" to the accompanying consolidated financial statements for additional information.

Restructuring and Other Expense

During the nine months ended December 27, 2025, we recorded expenses of $15 million primarily related to lease terminations and severance costs. During the nine months ended December 28, 2024, we recorded immaterial net restructuring and other expense which was the result of gains on lease terminations fully offset by severance and store closure costs. See Note 10 - "Restructuring and Other Expense (Income)" to the accompanying consolidated financial statements for additional information.

Income from Continuing Operations

(1) Certain corporate costs are not directly attributable to our brands and, therefore, are not allocated to segments. See Note 18 - "Segment Information" to the accompanying consolidated financial statements for additional information.

Income from continuing operations was $50 million for the nine months ended December 27, 2025, compared to $31 million for the nine months ended December 28, 2024. Income from continuing operations as a percentage of total revenue was 1.9% for the nine months ended December 27, 2025, compared to income from continuing operations of 1.1% for the nine months ended December 28, 2024.

• Michael Kors recorded income from operations of $255 million for the nine months ended December 27, 2025, compared to $309 million for the nine months ended December 28, 2024. Operating margin decreased from 13.3% for the nine months ended December 28, 2024, to 11.5% for the nine months ended December 27, 2025, primarily attributable to the unfavorable impact of increased U.S. import tariffs as noted above.
• Jimmy Choo recorded a loss from operations of $2 million for the nine months ended December 27, 2025, compared to $7 million for the nine months ended December 28, 2024. Operating margin improved from an operating loss of 1.5% for the nine months ended December 28, 2024, to a loss of 0.4% for the nine months ended December 27, 2025, primarily due to an increase in gross profit margin as noted above, partially offset by deleveraging of operating expenses on lower revenues compared to the prior year.

Interest Income, net

For the nine months ended December 27, 2025, we recognized $44 million of interest income compared to $22 million for the nine months ended December 28, 2024. The $22 million improvement in interest income, net, is primarily due to higher interest income from our net investment hedges and lower average borrowings, partially offset by additional interest expense related to interest rate swaps and debt issuance costs related to the extinguishment of our 2025 Term Loans. See Note 11 - "Debt Obligations" and Note 14 - "Derivative Financial Instruments" to the accompanying consolidated financial statements for additional information.

Foreign Currency (Gain) Loss

For the nine months ended December 27, 2025 and December 28, 2024, we recognized a net foreign currency gain of $2 million and loss of $8 million, respectively, primarily attributable to the remeasurement of intercompany balances with certain of our subsidiaries.

Provision (Benefit) for Income Taxes

The provision for income taxes was $18 million for the nine months ended December 27, 2025, compared to a benefit of $8 million for the nine months ended December 28, 2024. Our effective tax rate for the nine months ended December 27, 2025 compared to our effective tax rate for the nine months ended December 28, 2024 is not a meaningful metric due to the effect of the release of uncertain tax positions as a result of a favorable tax ruling and the impact of global financing activities, partially offset by the impact of the non-deductible goodwill impairment charges recorded for the nine months ended December 28, 2024.

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 our analysis, the OBBBA did not have a material impact on our consolidated financial statements.

Our effective tax rate may fluctuate from time to time due to the effects of valuation allowance on deferred tax assets, changes in United States federal, state and local taxes and tax rates in foreign jurisdictions. In addition, factors such as the geographic mix of earnings, enacted tax legislation and the results of various global tax strategies, may also impact our effective tax rate in future periods.

Net Income from Continuing Operations

As a result of the above, our net income was $79 million for the nine months ended December 27, 2025, compared to net income of $53 million for the nine months ended December 28, 2024.

Liquidity and Capital Resources

Liquidity

Our primary sources of liquidity are the cash flows generated from our operations, along with borrowings available under our credit facilities (see below discussion regarding “Revolving Credit Facilities”) and available cash and cash equivalents. Our primary use of this liquidity is to fund the ongoing cash requirements, including our working capital needs and capital investments in our business, debt repayments, acquisitions, returns of capital, including share repurchases, and other corporate activities. We believe that the cash generated from our operations, together with borrowings available under our revolving credit facilities and available cash and cash equivalents, will be sufficient to meet our working capital needs for the next 12 months and beyond, including investments made and expenses incurred in connection with our store opening and renovation plans, investments in corporate and distribution facilities, continued IT system development, e-commerce and marketing initiatives. We spent $45 million on capital expenditures during the nine months ended December 27, 2025. We expect to spend approximately $100 million in Fiscal 2026, which includes store renovations, as well as information technology and digital enhancements. On December 2, 2025, we completed the sale of our Versace business for gross cash proceeds of $1.395 billion, subject to the aforementioned customary closing adjustments and finalization of the closing statement.

The following table sets forth key indicators of our liquidity and capital resources (in millions)

(1) Net (decrease) increase in cash and cash equivalents is presented on a continuing basis which differs from the Consolidated Statements of Cash Flows which is presented on a consolidated basis including discontinued operations.

Cash Provided by Operating Activities

Net cash provided by operating activities was $258 million during the nine months ended December 27, 2025, as compared to net cash provided by operating activities of $441 million for the nine months ended December 28, 2024. The decrease in net cash provided by operating activities was primarily attributable to the timing of payments for both accounts receivable and accounts payable, as well as the timing of tax payments made in the current year.

Cash Used in Investing Activities

Net cash used in investing activities was $45 million during the nine months ended December 27, 2025, as compared to net cash used in investing activities of $25 million during the nine months ended December 28, 2024. During the nine months ended December 27, 2025, net cash used in investing activities was attributable to $45 million of capital expenditures. Comparatively, during the nine months ended December 28, 2024, net cash used in investing activities was primarily attributable to $58 million of capital expenditures and the $9 million acquisition of an Italian shoe manufacturer, partially offset by the $42 million of cash received for the settlement of net investment hedges.

Cash Used in Financing Activities

Net cash used in financing activities was $1.344 billion during the nine months ended December 27, 2025, as compared to net cash used in financing activities of $212 million during the nine months ended December 28, 2024. The increase in cash used in financing activities of $1.132 billion was primarily attributable to higher net debt repayments of $1.136 billion from the cash proceeds received from the closing of the sale of the Versace business.

Debt Facilities

The following table presents a summary of our borrowing capacity and amounts outstanding as of December 27, 2025 and March 29, 2025 (in millions):

(1) The financial covenant in our 2025 Credit Facilities requires us to comply with a quarterly maximum net leverage ratio of 4.0 to 1.0. The Revolving Credit Facility excludes up to a $750 million accordion feature as of December 27, 2025 and March 29, 2025, respectively. As of December 27, 2025 and March 29, 2025, we were in compliance with all covenants related to our agreements then in effect governing our debt. See Note 11 - "Debt Obligations" to the accompanying consolidated financial statements for additional information.

(2) As of December 27, 2025 and March 29, 2025, all amounts are recorded as long-term debt on our consolidated balance sheets.

(3) The balance as of December 27, 2025 primarily consists of $10 million related to our supplier financing program recorded within short-term debt in our consolidated balance sheets and $3 million of other loans recorded as long-term debt on our consolidated balance sheets. The balance as of March 29, 2025 consists of $24 million related to

our supplier finance program recorded within short-term debt on our consolidated balance sheets and $5 million of other loans recorded as long-term debt in our consolidated balance sheets.

(4) The balance as of December 27, 2025 and March 29, 2025 represents the total availability of the credit facility, which excludes bank guarantees.

We believe that our 2025 Credit Facilities are adequately diversified with no undue concentration in any one financial institution. As of December 27, 2025, there were 17 financial institutions participating in the facilities, with none maintaining a maximum commitment percentage in excess of 10%. We have no reason to believe that the participating institutions will be unable to fulfill their obligations to provide financing in accordance with the terms of the 2025 Credit Facilities.

See Note 11 - "Debt Obligations" in the accompanying financial statements and Note 12 - "Debt Obligations" in our Fiscal 2025 Annual Report on Form 10-K for detailed information relating to our credit facilities and debt obligations.

Share Repurchase Program

The following table presents our treasury share repurchases during the nine months ended December 27, 2025 and December 28, 2024 (dollars in millions):

On November 9, 2022, we announced that our Board of Directors approved a two-year share repurchase program to purchase up to $1.0 billion of our 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 our insider trading policy and other relevant factors. However, pursuant to the terms of the Merger Agreement, and subject to certain limited exceptions, we were prohibited from repurchasing our ordinary shares other than the acceptance of our ordinary shares as payment of the exercise price of our options or for withholding taxes with respect of our equity awards. Accordingly, we did not repurchase any of our ordinary shares during the pendency of the Merger Agreement through the expiration date of the share repurchase program.

On November 4, 2025, we announced the Board of Directors approved a three-year share repurchase program of up to $1.0 billion of our outstanding ordinary shares, which we expect to begin implementing in Fiscal 2027. 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 our insider trading policy and other relevant factors. The program may be suspended or discontinued at any time. As of December 27, 2025, we have not made any purchases as part of this program.

See Note 15 - "Shareholders' Equity" to the accompanying consolidated financial statements for additional information.

Contractual Obligations and Commercial Commitments

Please refer to the “Contractual Obligations and Commercial Commitments” disclosure within the “Liquidity and Capital Resources” section of our Fiscal 2025 Form 10-K for a detailed disclosure of our other contractual obligations and commitments as of March 29, 2025.

Off-Balance Sheet Arrangements

We have not created, and are not party to, any special-purpose or off-balance sheet entities for the purpose of raising capital, incurring debt or operating our business. Our off-balance sheet commitments relating to our outstanding letters of credit were $23 million at December 27, 2025, including $22 million in letters of credit issued outside of the 2025 Credit Facilities. In addition, as of December 27, 2025, bank guarantees of approximately $31 million were supported by our various credit facilities. We do not have any other off-balance sheet arrangements or relationships with entities that are not consolidated into our financial statements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources.

Recent Accounting Pronouncements

See Note 3 - "Summary of Significant Accounting Policies" to the accompanying interim consolidated financial statements for recently issued accounting standards, which may have an impact on our financial statements and/or disclosures upon adoption.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to certain market risks during the normal course of business, such as risk arising from fluctuations in foreign currency exchange rates, as well as fluctuations in interest rates. In order to manage these risks, we employ certain strategies to mitigate the effect of these fluctuations, which include entering into foreign currency forward contracts, net investment hedges and interest rate swaps. We do not use derivatives for trading or speculative purposes.

Foreign Currency Exchange Risk

Forward Foreign Currency Exchange Contracts

We are exposed to risks on certain purchase commitments to foreign suppliers based on the value of our purchasing subsidiaries’ local currency relative to the currency requirement of the supplier on the date of the commitment. As such, we may enter into forward foreign currency exchange contracts that generally mature in 12 months or less and are consistent with the related purchase commitments to manage our exposure to the changes in the value of the Euro and the Canadian Dollar. These contracts are recorded at fair value in our consolidated balance sheets as either an asset or liability and are derivative contracts to hedge cash flow risks. Certain of these contracts are designated as hedges for hedge accounting purposes, while others are not designated as hedges for accounting purposes. Accordingly, the changes in the fair value of the majority of these contracts at the balance sheet date are recorded in equity as a component of accumulated other comprehensive (loss) income and upon maturity (settlement) are recorded in, or reclassified into, our cost of goods sold in our consolidated statements of operations and comprehensive income (loss) as applicable to the transactions for which the forward foreign currency exchange contracts were established.

We perform a sensitivity analysis on our designated forward currency contracts to determine the effects of fluctuations in foreign currency exchange rates. For this sensitivity analysis, we assume a hypothetical change in the United States dollar against the applicable foreign exchange rates. As of December 27, 2025, a 10% appreciation or devaluation of the United States dollar compared to the level of foreign currency exchange rates for currencies under contract as of December 27, 2025, would result in a net increase or decrease, respectively, of approximately $9 million in the fair value of these contracts.

Net Investment Hedges

We also use cross currency swap agreements to hedge our net investments in foreign operations against future volatility in the exchange rates between different currencies. We are exposed to risks related to foreign currency exchange rate movements on our net investments in foreign operations due to the volatility in the exchange rates between different functional currencies. As of December 27, 2025, we have multiple fixed to fixed cross-currency swap agreements with aggregate notional amounts of $3.5 billion to hedge our net investment in CHF denominated subsidiaries against future volatility in the exchange rates between the United States dollar and CHF. Under the terms of these contracts, we will exchange monthly and semi-annual fixed rate payments on United States notional amounts for fixed rate payments of 0% in CHF. Based on the net investment hedges outstanding as of December 27, 2025, a 10% appreciation or devaluation of the United States dollar compared to the level of foreign currency exchange rates for currencies under contract as of December 27, 2025, would result in a net increase or decrease, respectively, of approximately $390 million in the fair value of these contracts. These contracts have maturity dates between March 2027 and May 2045.

As of December 27, 2025, we have multiple fixed to fixed cross-currency swap agreements with aggregate notional amounts of $2.364 billion to hedge our net investment in Euro denominated subsidiaries against future volatility in the exchange rates between the United States dollar and Euro. Under the terms of these contracts, we will exchange monthly fixed rate payments on United States dollar notional amounts for fixed rate payments of 0% in Euros. Based on the net investment hedges outstanding as of December 27, 2025, a 10% appreciation or devaluation of the United States dollar compared to the level of foreign currency exchange rates for currencies under contract as of December 27, 2025, would result in a net increase or decrease, respectively, of approximately $252 million in the fair value of these contracts. These contracts have maturity dates between January 2027 and July 2031.

Interest Rate Risk

We are exposed to interest rate risk related to borrowings outstanding under our 2022 Credit Facility. Our 2022 Credit Facility carries interest rates that are tied to the prime rate and other institutional lending rates (depending on the particular origination of borrowing), as further described in Note 11 - "Debt Obligations" to the accompanying consolidated financial statements. Our Hong Kong Credit Facility carries interest at a rate that is tied to the Hong Kong Interbank Offered Rate. Our China Credit Facility carries interest at a rate that is tied to the People’s Bank of China’s Benchmark lending rate. Our Japan Credit Facility carries interest at a rate posted by the Mitsubishi UFJ Financial Group. Therefore, our consolidated statements of

operations and comprehensive income (loss) and cash flows are exposed to changes in those interest rates. At December 27, 2025, we had $221 million borrowings outstanding under our 2022 Credit Facility and no borrowings outstanding under all other Credit Facilities, as further described in Note 11 - "Debt Obligations" to the accompanying consolidated financial statements.

At March 29, 2025, we had $755 million borrowings outstanding under our 2022 Credit Facility, $706 million, outstanding, net of debt issuance costs, under our 2025 Term Loan and no borrowings outstanding under all other Credit Facilities.

These balances are not indicative of future balances that may be outstanding under our credit facilities that may be subject to fluctuations in interest rates. Any increases in the applicable interest rates would cause an increase to the interest expense relative to any outstanding balance at that date.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

An evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Interim 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 and Exchange Act of 1934, as amended (the “Exchange Act”)), as of December 27, 2025. This evaluation was performed based on the criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), the 2013 Framework. Based on the evaluation, the CEO and CFO concluded that disclosure controls and procedures as of December 27, 2025 are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms, and is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the three months ended December 27, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Ordinary Course Litigation

We are involved in various routine legal proceedings incident to the ordinary course of our business. We believe that the outcome of all pending, routine legal proceedings, in the aggregate, will not have a material adverse effect on our business, results of operations and financial condition.

Litigation Related to Terminated Merger

On December 23, 2024 and January 28, 2025, two purported shareholders of Capri filed putative class action complaints in the United States District Court for the District of Delaware against Capri, Tapestry and certain of their officers (including John D. Idol, our Chairman and Chief Executive Officer, and Thomas J. Edwards, Jr., our former Chief Financial and Chief Operating Officer) alleging violations of the federal securities laws based on certain statements by defendants concerning the previously proposed Merger and the FTC’s action to enjoin the Merger. The Court appointed the lead plaintiff on March 7, 2025, and on May 15, 2025 the lead plaintiff filed the Amended Federal Securities Law Complaint. The Amended Federal Securities Law Complaint seeks to bring federal securities claims on behalf of a class of all persons who purchased Capri stock and sold Capri puts between August 10, 2023 and October 24, 2024. We may incur substantial costs defending the Amended Federal Securities Law Complaint, and we cannot provide assurance regarding the outcome of this Amended Federal Securities Law Complaint. An unfavorable judgment or ruling could result in substantial liability. We may also be subject to additional demands or filed actions. Our potential liability to shareholders for federal securities claims or other matters related to the previously terminated Merger may be covered in part by our insurance policies, but we may not always have adequate insurance to defend all claims.

ITEM 1A. RISK FACTORS

There are no material changes from the risk factors previously disclosed in Part I, Item IA. Risk Factors, in our Annual Report on Form 10-K for the year ended March 29, 2025.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(c) Issuer Purchases of Equity Securities

The following table provides information of our ordinary shares repurchased or withheld during the three months ended December 27, 2025:

(1) Shares relate to our “withhold to cover” repurchase program, which allows us to withhold ordinary shares from certain employees and directors to satisfy minimum tax withholding obligations relating to the vesting of their restricted share awards.

On November 4, 2025, we announced the Board of Directors approved a three-year share repurchase program of up to $1.0 billion of its outstanding ordinary shares, which we expect to begin implementing in Fiscal 2027. 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 our insider trading policy and other relevant factors. The program may be suspended or discontinued at any time. As of December 27, 2025, we have not made any purchases as part of this program.

ITEM 5. OTHER INFORMATION

Global Optimization Plan

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. This Item 5 is being filed solely to update prior disclosures in order to provide the amount of any material charges relating to the Global Optimization Plan by major type of cost that the Company believes are now determinable.

The Global Optimization Plan has concluded as of September 27, 2025. Net restructuring expense recorded in connection with the Global Optimization Plan was $12 million during the three months ended December 27, 2025 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.

Rule 10b5-1 Trading Arrangements

During the quarterly period ended December 27, 2025, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits 60

Signatures 61

PART I - FINANCIAL INFORMATION