Ralph Lauren Form 4: Executive RSU Grant and Share Dispositions on Aug 15, 2025

Rhea-AI Filing Summary

David Lauren (listed as Lauren David R.) reported changes in ownership of Ralph Lauren Corporation (RL) on Form 4. The filing shows that on 08/15/2025 the reporting person was issued 2,070 shares of Class A Common Stock as restricted stock units under the Issuer's 2019 Long-Term Stock Incentive Plan; these RSUs vest in three equal annual installments beginning August 15, 2026. The filing also reports three dispositions on the same date totaling 2,061 shares sold at $289.745 per share (quantities: 732, 769, 560), after which the beneficial ownership shown declined from 12,814 to 10,753 shares. The Form 4 is signed by an attorney-in-fact, Avery S. Fischer, for David Lauren on 08/19/2025.

Positive

• 2,070 restricted stock units granted under the 2019 Long-Term Stock Incentive Plan, indicating alignment of executive compensation with long-term performance
• RSUs vest over three years, supporting retention through August 15, 2028 via equal annual installments beginning August 15, 2026

Negative

• Dispositions totaling 2,061 shares on August 15, 2025 at $289.745 per share, reducing beneficial ownership from 12,814 to 10,753 shares
• Net share count change is minimal but contemporaneous sales may be viewed by some investors as partial liquidity realization

Insights

Securities Analyst

TL;DR: Insider received long-term RSUs while selling substantially the same number of shares, resulting in modest net change to holdings.

The filing documents a grant of 2,070 restricted stock units that vest over three years, indicating compensation tied to long-term incentives rather than immediate cash. Concurrent dispositions of 2,061 shares at $289.745 per share offset most of the new grant in nominal share count, reducing beneficial ownership from 12,814 to 10,753. For investors, this is a routine insider compensation and liquidity action; there is no explicit information here about intent, use of proceeds, or any directed transaction plan beyond what's stated.

Corporate Governance Expert

TL;DR: Transaction mix shows typical executive equity compensation (time‑based RSUs) and contemporaneous share dispositions, raising no immediate governance red flags.

The RSUs were granted under the companys 2019 Long-Term Stock Incentive Plan and vest in equal annual installments beginning August 15, 2026, which aligns with standard retention incentives. The three reported sales on August 15, 2025 at an identical price suggest executed dispositions rather than opportunistic intraday trades, and the Form 4 was executed by an attorney-in-fact, which is customary. Based solely on the filing, the disclosure is complete and procedurally ordinary.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lauren David R.

(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
X	Officer (give title below)		Other (specify below)
	Vice Chair, Chief Innovation

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		A		2,070	A	(1)	12,814	D
Class A Common Stock	08/15/2025		F		732	D	$289.745	12,082	D
Class A Common Stock	08/15/2025		F		769	D	$289.745	11,313	D
Class A Common Stock	08/15/2025		F		560	D	$289.745	10,753	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 shares of the Issuer's Class A Common Stock issued to the Reporting Person as restricted stock units granted under the Issuer's 2019 Long-Term Stock Incentive Plan. These restricted stock units will vest in three equal annual installments beginning August 15, 2026.

	/s/ Avery S. Fischer, Attorney-in-Fact for David Lauren	08/19/2025
	** 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

What did the Form 4 filed for RL disclose on August 15, 2025?

The filing shows a grant of 2,070 restricted stock units and three dispositions totaling 2,061 shares sold at $289.745 per share.

Who is the reporting person on the RL Form 4?

The reporting person is listed as Lauren David R., identified as a Director and Vice Chair, Chief Innovation.

When do the restricted stock units vest?

The RSUs vest in three equal annual installments beginning August 15, 2026.

How did the reported transactions affect beneficial ownership?

Beneficial ownership declined from 12,814 shares after the RSU grant to 10,753 shares after the reported dispositions.

Who signed the Form 4 filing?

The Form 4 is signed by Avery S. Fischer, Attorney-in-Fact for David Lauren on 08/19/2025.