What the changes say
- New risks focus on e-commerce fulfillment, wholesale customer failures, merger-related securities litigation, and July 2027 debt maturities.
- Trade risks now emphasize unpredictable tariffs and import restrictions affecting foreign-made products and U.S. sales.
- Macroeconomic risks add Red Sea shipping disruptions and higher leather, textile, and other raw-material costs.
- The section removes standalone risks on leases, share repurchases, the Versace sale, shareholder litigation, and debt levels.
What changed since the prior 10-K
New
- NewRisks Related to Our Business
respond to these risks and uncertainties might adversely affect the sales in our e-commerce business, as well as damage our reputation and brands
Transportation, labor, port, and factory disruptions could delay products reaching Capri’s e-commerce customers, damaging sales and brand reputation.
- NewRisks Related to Our Business
collection of accounts receivable, increased expenses associated with collection efforts, increases in excess inventory, increases in credit losses and reduced cash flows
Wholesale customer consolidation, bankruptcies, and store closures could reduce product distribution, increase reliance on large accounts, and weaken negotiating power.
- NewRisks Related to Tax, Legal and Regulatory Matters
We are subject to securities class action litigation which could result in significant costs and liability
Pending securities litigation over the proposed Tapestry merger and FTC challenge could divert management resources and create substantial uncovered damages.
- NewRisks Related to Our Debt
Although we have reduced our level of indebtedness, our access to and cost of borrowing, as well as our ability to service or refinance debt, could still be adversely affected by market conditions and other factors
Debt servicing and refinancing remain exposed to market conditions, with a portion of Capri’s borrowings maturing in July 2027.
Dropped
- DroppedRisks Related to Our Business
corporate facilities, requiring future minimum lease payments aggregating to $1.4 billion through Fiscal 2030 and approximately $501 million thereafter through Fiscal 2044. Our substantial operating lease obligations could have a material adverse effect on our business, results of operations and financial condition
- DroppedRisks Related to Tax, Legal and Regulatory Matters
We are subject to shareholder litigation relating to the terminated Merger
- DroppedRisks Related to Our Debt
We have incurred a substantial amount of indebtedness, which could adversely affect our financial condition and restrict our ability to incur additional indebtedness or engage in additional transactions
- DroppedRisks Related to Our Ordinary Shares
If we are unable to conduct share repurchases at expected levels, our share price could be adversely affected
- DroppedRisks Related to the Divestiture
The pendency of the proposed sale of Versace or the failure to complete the proposed sale could adversely affect our business and the market price of our ordinary shares
Reworded
- 91% rewrittenRisks Related to Our Business
Our business is subject to risks associated with importing products, and the imposition or threat of imposition of new or additional duties, tariffs or trade restrictions or supply chain diligence requirements could have a material adverse effect on our business, results of operations and financial condition
Import risk now covers all U.S.-sold products made abroad and unpredictable tariffs, quotas, safeguard measures, and other restrictions, rather than specific April 2025 tariffs.
Was: Our business is subject to risks associated with importing products, and the imposition or threat of imposition of new or additional duties, tariffs or trade restrictions could have a material adverse effect on our business, results of operations and financial condition
- 87% rewrittenRisks Related to Macroeconomic Conditions
The accessories, footwear and apparel industries are heavily influenced by general macroeconomic cycles that affect consumer spending and a prolonged period of depressed consumer spending could materially adversely affect demand for our products, pricing dynamics and our ability to manage inventory levels and margins
The macroeconomic risk now specifically adds leather and textile costs, tariffs, Red Sea shipping disruptions, higher cost of goods sold, and margin pressure.
Was: The accessories, footwear and apparel industries are heavily influenced by general macroeconomic cycles that affect consumer spending and a prolonged period of depressed consumer spending could have a material adverse effect on our business, results of operations and financial condition
- 86% rewrittenRisks Related to Our Business
Our business could suffer as a result of reductions in our wholesale channel and/or consolidations, liquidations, restructurings and other ownership changes by our wholesale partners
The shown text continues to emphasize declining wholesale sales, cancellations, and financially distressed wholesale customers, but omits the earlier detailed downstream consequences.
- 70% rewrittenRisks Related to Our Business
We may incur significant goodwill and/or intangible asset impairment charges with respect to one or more of our brands which could have a material adverse impact on our results of operations and financial condition
The risk now describes recurring impairment testing and potential future charges, removing the prior $671 million charge and specific Jimmy Choo and Versace indicators.
- 67% rewrittenRisks Related to Information Technology and Data Security
A material delay or disruption in our information technology systems or e-commerce websites or our failure or inability to upgrade our information technology systems precisely and efficiently could have a material adverse effect on our business, results of operations and financial condition
The shown information-technology and e-commerce disruption risk is substantively unchanged.
- 47% rewrittenRisks Related to Our Business
Our business is exposed to foreign currency exchange rate fluctuations and our use of foreign currency hedging instruments may not fully mitigate our exposure to exchange rate fluctuations and could materially adversely affect our financial condition and results of operations
The text now says foreign-currency intercompany notes existed previously and may recur, instead of stating they currently exist.
Was: Our business is exposed to foreign currency exchange rate fluctuations
- 39% rewrittenRisks Related to Our Ordinary Shares
Our share price may periodically fluctuate based on forward-looking expectations regarding our financial performance
The risk removes the Versace-sale guidance reference and adds a disclaimer that Capri accepts no responsibility for share-price-change losses.
- 33% rewrittenRisks Related to Our Business
Our current and future licensing and joint venture arrangements may not be successful and may make us susceptible to the actions of third-parties over whom we have limited control
The licensing and joint-venture risk is substantively unchanged, retaining partner performance and conflicting-interest concerns.
- 31% rewrittenRisks Related to Our Business
We face risks associated with operating globally
- 29% rewrittenRisks Related to Our Business
If we are unable to effectively execute our e-commerce business strategy and provide a reliable digital experience for our customers, our reputation and operating results may be harmed
- 23% rewrittenRisks Related to Tax, Legal and Regulatory Matters
Fluctuations in our tax obligations and changes in tax laws, treaties and regulations may have a material adverse impact on our future effective tax rates and results of operations
All 40 risk factors
Headings as the filing states them, in filing order.
Risks Related to Macroeconomic Conditions
- 01The accessories, footwear and apparel industries are heavily influenced by general macroeconomic cycles that affect consumer spending and a prolonged period of depressed consumer spending could materially adversely affect demand for our products, pricing dynamics and our ability to manage inventory levels and margins87% rewritten
Risks Related to Our Industry
- 02We may not be able to respond to changing fashion and retail trends in a timely manner, which could have a material adverse effect on our brands, business, results of operations and financial condition
- 03The markets in which we operate are highly competitive, both within North America and internationally, and increased competition based on a number of factors could cause our profitability and/or gross margins to decline
Risks Related to Our Business
- 04We face risks associated with operating globally31% rewritten
- 05Our business is subject to risks associated with importing products, and the imposition or threat of imposition of new or additional duties, tariffs or trade restrictions or supply chain diligence requirements could have a material adverse effect on our business, results of operations and financial condition91% rewritten
- 06Our business is subject to risks inherent in global sourcing activities, including disruptions or delays in manufacturing or shipments
- 07If we are unable to effectively execute our e-commerce business strategy and provide a reliable digital experience for our customers, our reputation and operating results may be harmed29% rewritten
- 08respond to these risks and uncertainties might adversely affect the sales in our e-commerce business, as well as damage our reputation and brandsNew
- 09The departure of key employees or our failure to attract and retain qualified personnel could have a material adverse effect on our business
- 10Our inability to execute on our standalone growth strategies or cost reduction measures could have a material adverse effect on our business, results of operations and financial condition
- 11Our business could suffer as a result of reductions in our wholesale channel and/or consolidations, liquidations, restructurings and other ownership changes by our wholesale partners86% rewritten
- 12collection of accounts receivable, increased expenses associated with collection efforts, increases in excess inventory, increases in credit losses and reduced cash flowsNew
- 13Our business may be subject to increased costs and a decline in profitability as a result of increasing pressure on margins if we misjudge the demand for our products
- 14We may incur significant goodwill and/or intangible asset impairment charges with respect to one or more of our brands which could have a material adverse impact on our results of operations and financial condition70% rewritten
- 15Our current and future licensing and joint venture arrangements may not be successful and may make us susceptible to the actions of third-parties over whom we have limited control33% rewritten
- 16We are dependent on a limited number of distribution facilities. If one or more of our distribution facilities experience operational difficulties or becomes inoperable, it could have a material adverse effect on our business, results of operations and financial condition
- 17We are dependent on third-parties to perform certain outsourced functions
- 18Increases in the cost of raw materials could increase our production costs and cause our operating results and financial condition to suffer
- 19We primarily use foreign manufacturing contractors and independent third-party agents to source our finished goods
- 20Our business is exposed to foreign currency exchange rate fluctuations and our use of foreign currency hedging instruments may not fully mitigate our exposure to exchange rate fluctuations and could materially adversely affect our financial condition and results of operations47% rewritten
Risks Related to Information Technology and Data Security
- 21Privacy breaches and other cybersecurity risks related to our business could negatively affect our reputation, credibility and business
- 22A material delay or disruption in our information technology systems or e-commerce websites or our failure or inability to upgrade our information technology systems precisely and efficiently could have a material adverse effect on our business, results of operations and financial condition67% rewritten
Risks Related to Environmental, Social and Governance Issues
- 23Our business is susceptible to the risks associated with climate change and other environmental impacts which could negatively affect our business and operations
Risks Related to Tax, Legal and Regulatory Matters
- 24Fluctuations in our tax obligations and changes in tax laws, treaties and regulations may have a material adverse impact on our future effective tax rates and results of operations23% rewritten
- 25We maintain a valuation allowance for our deferred tax assets where future realization is uncertain, and our inability to fully utilize those assets in future periods may have an adverse impact on our financial condition and results of operations
- 26If we fail to comply with labor laws or collective bargaining agreements, or if our independent manufacturing contractors fail to use acceptable, ethical business practices, our business and reputation could suffer
- 27We may be unable to protect our trademarks, copyrights and other intellectual property rights, and others may allege that we infringe upon their intellectual property rights
- 28We self-insure certain risks and may be impacted by unfavorable claims experience
- 29We are subject to various proceedings, lawsuits, disputes and claims in the ordinary course of business which could have an adverse impact on our business, financial condition and results of operations
- 30We are subject to securities class action litigation which could result in significant costs and liabilityNew
Risks Related to Our Debt
- 31Although we have reduced our level of indebtedness, our access to and cost of borrowing, as well as our ability to service or refinance debt, could still be adversely affected by market conditions and other factorsNew
- 32We may be unable to meet financial covenants in our indebtedness agreements which could result in an event of default and restrictive covenants in such agreements may restrict our ability to pursue our business strategies
- 33which collectively may limit our ability to engage in acts that may be in our long-term best interest
- 34If one or more of our counterparty financial institutions default on their obligations to us, we may incur significant losses or our financial liquidity could be adversely impacted
Risks Related to Our Ordinary Shares
- 35Our share price may periodically fluctuate based on forward-looking expectations regarding our financial performance39% rewritten
- 36Failure to maintain adequate financial and management processes and controls could lead to errors in our financial reporting, which could harm our business and cause a decline in the price of our ordinary shares
- 37Rights of shareholders under British Virgin Islands law differ from those under United States law, and, accordingly, our shareholders may have fewer protections
- 38The laws of the British Virgin Islands provide limited protection for minority shareholders, so minority shareholders will have limited or no recourse if they are dissatisfied with the conduct of our affairs
- 39It may be difficult to enforce judgments against us or our executive officers and directors in jurisdictions outside the United States
- 40British Virgin Islands companies may not be able to initiate shareholder derivative actions, thereby depriving shareholders of one avenue to protect their interests
Other Capri Holdings 10-Ks
- FY2025 10-K risk factors41 risks
Capri Holdings faces significant exposure to global macroeconomic cycles, shifting fashion trends for brands like Versace and Michael Kors, and new U.S. import tariffs. The company carries $1.5 billion in indebtedness, maintains a full valuation allowance on deferred tax assets, and defends shareholder lawsuits regarding a terminated merger.
Filed May 28, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.