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 total authorized number of ordinary shares authorized for issuance to 24,971,000. At June 27, 2026, there were 2,584,341 ordinary shares available for future grants of equity awards under the Incentive Plan.

The Company grants service-based RSUs at the fair market value on the grant date. The expense related to RSUs is based on the closing market price of the Company’s shares on the date of grant and is recognized ratably over the vesting period, net of expected forfeitures. Service-based RSUs generally vest in full on the first anniversary of the date of grant for the Company’s independent directors, or in equal increments on each of the third or fourth anniversaries of the date of grant (unless the employee is retirement-eligible).

The Company grants performance-based RSUs at the fair market value on the grant date. Performance-based RSUs generally vest in full on the third anniversary of the date of grant, subject to the employee’s continued employment during the vesting period and only if certain pre-established performance targets are met. The expense related to performance-based RSUs is recognized ratably over the service period, net of forfeitures, based on the probability of attainment of the related performance targets. The potential number of shares that may be earned ranges from 0%, if the minimum level of performance is not attained, to 200%, if the level of performance is at or above the predetermined maximum achievement level.

The performance-based RSU grant to certain members of senior management include a Capri free cash flow (“FCF”) performance condition along with a total shareholder return (“TSR”) based market condition. The Company estimates the grant date fair value for the portion of the award subject to the TSR market condition using a Monte Carlo simulation, which models multiple stock price paths of the Company’s ordinary shares and that of its pre-defined peer group to evaluate and calculate the Company’s expected relative TSR performance ranking over the performance period. The expense related to performance-based RSUs with a market condition, net of forfeitures, is recorded over the service period regardless of whether, and the extent to which, the market condition is ultimately satisfied. The assumptions used as inputs to the simulation model and the resulting weighted average grant date fair value are as follows:

The following table summarizes the Company’s share-based compensation activity during the three months ended June 27, 2026:


	Service-Based RSUs	Performance-Based RSUs (1)
Outstanding/Unvested at March 28, 2026	2,609,707	162,954
Granted	1,686,574	234,932
Exercised/Vested	(1,101,924)	(113,580)
Change due to performance conditions, net	—	(49,374)

Canceled/Forfeited	(104,606)	—
Outstanding/Unvested at June 27, 2026	3,089,751	234,932

The weighted average grant date fair value of service-based RSUs and FCF performance-based RSUs granted during the three months ended June 27, 2026 was $20.91 and $21.06, respectively. The weighted average grant date fair value of service-based RSUs granted during the three months ended June 28, 2025 was $17.23. There were no performance-based RSUs granted during the three months ended June 28, 2025.

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 its historical forfeiture rates. The estimated value of future forfeitures for equity awards as of June 27, 2026 was $6 million. There were no estimated forfeitures for performance-based RSUs.

Refer to Note 18 - “Share-Based Compensation” in the Company’s Fiscal 2026 Annual Report on Form 10-K for additional information relating to the Company’s share-based compensation awards.