Ralph Lauren (RL) Insider Filing: Fractional RSU Credit to Director

Rhea-AI Filing Summary

Ralph Lauren Corporation (RL) – Form 4 insider filing

Director Debra S. Cupp reported the receipt of 3.16 restricted stock units (RSUs) of the company’s Class A common stock on 11 July 2025. The award represents a dividend-equivalent adjustment on previously granted RSUs under the 2019 Long-Term Stock Incentive Plan and was issued at $0 cost. Following the transaction, Ms. Cupp’s directly held beneficial ownership stands at 3,987.84 shares.

No derivative securities were transacted, and there was no disposition of shares. The filing is routine in nature, reflecting an automatic adjustment tied to the company’s cash dividend rather than discretionary open-market activity. The magnitude—fractional shares added—does not materially affect insider ownership percentages or share count but indicates continued alignment of the director’s compensation with shareholder returns.

Insights

Financial Analyst

TL;DR: Minor dividend-equivalent RSU credit; immaterial to ownership or valuation.

This Form 4 shows a standard dividend-equivalent credit of 3.16 RSUs to Director Debra Cupp. The transaction involves no cash outlay and leaves her direct holdings at 3,987.84 shares. Because the incremental shares represent less than 0.01% of outstanding stock, market impact is negligible. The filing neither signals insider conviction nor raises governance concerns; it is simply the mechanical outcome of the company’s incentive plan.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Cupp Debra S.

(Last) (First) (Middle)

RALPH LAUREN CORPORATION

650 MADISON AVENUE

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RALPH LAUREN CORP [ RL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/11/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	07/11/2025		A		3.16(1)	A	$0(1)	3,987.84	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents restricted stock units of the Issuer's Class A Common Stock payable as a result of the payment of a cash dividend on the Issuer's Class A Common Stock. The restricted stock units are payable solely in shares of the Issuer's Class A Common Stock issued to the Reporting Person in respect of restricted stock units previously granted under the Issuer's 2019 Long-Term Stock Incentive Plan.

	/s/ Avery S. Fischer, Attorney-in-Fact for Debra S. Cupp	07/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Ralph Lauren (RL) shares did Director Debra Cupp acquire?

She received 3.16 restricted stock units on 11 July 2025.

Why were the RSUs granted at a price of $0?

They are dividend-equivalent units automatically credited under the 2019 LTIP when RL pays a cash dividend.

What is Debra Cupp's total beneficial ownership after the transaction?

Her direct holdings total 3,987.84 Class A shares.

Does this Form 4 filing indicate insider buying pressure?

No. It reflects a routine, non-cash adjustment and is not an open-market purchase.