Ralph Lauren Form 4: Minimal Insider Stock Credit to Director

Rhea-AI Filing Summary

Ralph Lauren Corporation (RL) – Form 4 insider transaction

Director Wei Zhang reported receipt of 3.16 restricted stock units (RSUs) of the company’s Class A common stock on 11 July 2025. The RSUs were issued as dividend equivalents under the 2019 Long-Term Stock Incentive Plan and carry a stated price of $0. Following the credit, the director now directly owns 2,318.84 shares of Class A common stock.

The filing reflects a routine, de-minimis adjustment tied to cash dividends rather than an open-market purchase or discretionary trade. No derivative securities were reported.

Insights

Financial Analyst

TL;DR: Routine dividend-equivalent RSU credit; immaterial size, neutral market impact.

The 3.16-share increase stems from automatic dividend equivalents on previously granted RSUs. With a current market price near $180/share, the dollar value is under $600—negligible relative to Ralph Lauren’s $10 bn market cap. Because no shares were sold and the increment is mandatory under the plan, the filing offers no signalling value about management’s view of the stock and should be considered administratively neutral.

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).

1. Name and Address of Reporting Person^*

Zhang Wei

(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)	2,318.84	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 Wei Zhang	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

What did Ralph Lauren director Wei Zhang report in the Form 4?

She received 3.16 RSUs of Class A common stock as dividend equivalents on 11 Jul 2025.

Did the insider buy or sell Ralph Lauren shares on the open market?

No. The shares were automatically credited; no open-market transaction occurred.

How many Ralph Lauren shares does the director now own?

After the transaction, total direct ownership is 2,318.84 shares.

Is the Form 4 transaction material to RL investors?

Given the immaterial size (≈$600), the filing is considered neutral for valuation purposes.

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

They represent dividend equivalents under the company’s 2019 LTIP and are not purchased with cash.