{"url_path":"/sec/cpri/8-k/2026-06-25/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-25","source_url":"https://www.sec.gov/Archives/edgar/data/1530721/0000950142-26-001871-index.html","accession_number":"0000950142-26-001871","cik":"0001530721","ticker":"CPRI","issuer_name":"Capri Holdings Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1530721/0000950142-26-001871-index.html","primary_entity_key":"0001530721","primary_entity_name":"Capri Holdings Ltd"},"word_count":1000,"has_tables":true,"body_markdown":"**ITEM 1.01**\n**ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.**\n\nOn June 24, 2026 (the “Closing\nDate”), Capri Holdings Limited (the “Company”) entered into Amendment No. 1 (the “Amendment”) to its existing\nAmended and Restated Credit Agreement, dated as of February 4, 2025 (the “Existing Credit Agreement”, and as amended by the\nAmendment, the “Credit Agreement”), with, among others, JPMorgan Chase Bank, N.A. (“JPMorgan Chase”), as administrative\nagent. The Amendment amends the Existing Credit Agreement to, among other things, reduce the aggregate commitments under the Company’s\nexisting revolving credit facility from $1.5 billion to $1.0 billion and extend the maturity of the commitments to June 24, 2031 by establishing\nreplacement revolving credit commitments (the “2026 Revolving Credit Facility”).\n\nThe Company, a U.S. subsidiary\nof the Company, a Canadian subsidiary of the Company, a Swiss subsidiary of the Company and a Dutch subsidiary of the Company are borrowers\nunder the 2026 Revolving Credit Facility, which is guaranteed by the borrowers and certain other subsidiaries of the Company (the “Guarantees”).\nBorrowings under the 2026 Revolving Credit Facility may be denominated in U.S. Dollars, Euros, Canadian Dollars, Pounds Sterling, Japanese\nYen and Swiss Francs. The 2026 Revolving Credit Facility includes sub-facilities for the issuance of letters of credit up to $125 million\nand swing line loans at the administrative agent’s discretion of up to $100 million.\n\nThe 2026 Revolving Credit\nFacility is secured by liens on substantially all of the assets of the Company and its U.S. subsidiaries that are borrowers and guarantors,\nexcluding real property and other customary exceptions, and by substantially all of the registered intellectual property of the Company\nand its subsidiaries.\n\nBorrowings under the 2026\nRevolving Credit Facility bear interest, at the Company’s option, at (i) for loans denominated in U.S. Dollars, (A) an alternate\nbase rate (the “Alternate Base Rate”), which is the greatest of (x) the prime rate publicly announced from time to time by\nJPMorgan Chase, (y) the greater of the federal funds effective rate and the Federal Reserve Bank of New York overnight bank funding rate\nand zero, plus 50 basis points, and (z) the greater of term SOFR for an interest period of one month and zero, plus 100 basis points or\n(B) the greater of term SOFR for the applicable interest period and zero; (ii) for loans denominated in Pounds Sterling, the greater of\nSONIA and zero; (iii) for loans denominated in Swiss Francs, the greater of SARON and zero; (iv) for loans denominated in Euro, the greater\nof EURIBOR for the applicable interest period adjusted for statutory reserve requirements and zero; (v) for loans denominated in Canadian\nDollars, the greater of daily simple CORRA and zero; and (vi) for loans denominated in Japanese Yen, the greater of TIBOR for the applicable\ninterest period adjusted for statutory reserve requirements and zero; in each case, plus an applicable margin based on the Company's net\nleverage ratio.\n\nThe 2026 Revolving Credit\nFacility provides for an annual administration fee and an unused commitment fee equal to 10.0 basis points to 20.0 basis points per annum,\nbased on the Company’s net leverage ratio, applied to the average daily unused amount of the 2026 Revolving Credit Facility. Borrowings\nunder the 2026 Revolving Credit Facility may be prepaid and the commitments may be terminated or reduced by the borrowers without premium\nor penalty other than customary “breakage” costs.\n\nThe 2026 Revolving Credit\nFacility also permits certain working capital facilities between the Company or any of its subsidiaries, on the one hand, and a lender\nor an affiliate of a lender under the 2026 Revolving Credit Facility, on the other, to be guaranteed under the Guarantees, and permits\ncertain swap obligations and banking services obligations owing to, supply chain financings with, and certain bilateral letters of credit\nand bank guarantees issued by, a lender or an affiliate of a lender to be guaranteed and secured under the Guarantees and collateral documents.\n\nThe Credit Agreement\ncontinues 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,\nthat on no more than two occasions, if the Company consummates a material acquisition, the Company may elect to increase the covenant\nlevel to 4.5 to 1 for the four fiscal quarter period commencing with the fiscal quarter in which such material acquisition is consummated.\nSuch net leverage ratio is calculated as the ratio of the sum of total indebtedness, plus the capitalized amount of all operating lease\nobligations, as of the date of measurement, minus unrestricted cash and cash equivalents not to exceed $200,000,000, to Consolidated\nEBITDAR. The Credit Agreement also includes covenants that limit additional indebtedness, liens, acquisitions and other investments,\ndispositions, restricted payments and affiliate transactions. The Credit Agreement contains events of default customary for financings\nof this type, including, but not limited to, payment defaults, material inaccuracy of representations and warranties, covenant defaults,\ncross-defaults to certain\n\n   \n\n \n\n \n\nindebtedness, certain events\nof bankruptcy or insolvency, certain events under ERISA, material judgments, actual or asserted failure of any guaranty or collateral\ndocument supporting the 2026 Revolving Credit Facility to be in full force and effect, and changes of control. If such an event of default\noccurs and is continuing, the lenders under the 2026 Revolving Credit Facility would be entitled to take various actions, including, but\nnot limited to, terminating the commitments and accelerating amounts outstanding under the 2026 Revolving Credit Facility and exercising\nremedies against collateral.\n\nIn the ordinary course of\ntheir business, the lenders and certain of their affiliates have in the past engaged in, or may in the future engage in, investment and\ncommercial banking or other transactions of a financial nature with the Company or its affiliates, including the provision of certain\nadvisory services and the making of loans to the Company and its affiliates.\n\nThis summary does not\npurport to be complete and is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 10.1 and incorporated\nherein by reference."}