Ralph Lauren (RL) Form 4: CFO RSU Grant and Share Sales Disclosed

Rhea-AI Filing Summary

Justin M. Picicci, Chief Financial Officer of Ralph Lauren Corporation (RL), received restricted stock units and reported multiple shares transactions. The Form 4 shows an acquisition of 2,070 Class A common shares as restricted stock units granted under the company's 2019 Long-Term Stock Incentive Plan, with those units vesting in three equal annual installments beginning August 15, 2026. The filing also reports three dispositions of Class A common stock totaling 2,901 shares sold at $289.745 per share, reducing beneficial ownership from 14,469 to 11,568 shares after the transactions. The report identifies the reporting person as an officer (CFO) and lists direct beneficial ownership for the reported positions.

Positive

• 2,070 restricted stock units granted to the CFO under the 2019 Long‑Term Stock Incentive Plan, supporting executive retention
• Vesting schedule disclosed: units vest in three equal annual installments beginning August 15, 2026, providing clear timing

Negative

• Dispositions totaling 2,901 Class A shares were reported, reducing direct beneficial ownership from 14,469 to 11,568 shares
• Sales executed at $289.745 per share, which decreased the reporting person’s direct holdings

Insights

Financial Analyst

TL;DR: CFO received time‑based RSUs and sold shares at $289.745, modestly lowering reported holdings.

The award of 2,070 restricted stock units aligns compensation with future service by vesting in three equal annual installments starting August 15, 2026, which supports retention incentives for management. The three dispositions totaling 2,901 shares at $289.745 each reduced direct holdings to 11,568 shares. These transactions are routine for executive compensation and liquidity management; they do not, by themselves, indicate material changes to company control or capital structure based on the information provided.

Corporate Governance Expert

TL;DR: Report discloses standard equity compensation and open‑market sales by the CFO with clear vesting terms.

The Form 4 clearly documents a grant under the 2019 Long‑Term Stock Incentive Plan and specifies a three‑year vesting schedule beginning August 15, 2026, which is typical for retention and performance alignment. Sales are reported with price per share, indicating transparency in compliance with Section 16 reporting obligations. No indications of related‑party or indirect holdings are disclosed; the holdings are reported as direct.

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

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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).

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^*

Picicci Justin M.

(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)

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

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)	14,469	D
Class A Common Stock	08/15/2025		F		1,038	D	$289.745	13,431	D
Class A Common Stock	08/15/2025		F		1,192	D	$289.745	12,239	D
Class A Common Stock	08/15/2025		F		671	D	$289.745	11,568	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 Justin M. Picicci	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 transactions did RL CFO Justin Picicci report on Form 4?

The Form 4 reports an acquisition of 2,070 restricted stock units and three dispositions totaling 2,901 Class A shares.

When do the granted RSUs to Justin Picicci vest?

The restricted stock units vest in three equal annual installments beginning August 15, 2026.

At what price were the sold RL shares reported?

The reported dispositions were executed at $289.745 per share.

What is Justin Picicci’s beneficial ownership after these transactions?

Beneficial ownership reported after the transactions is 11,568 Class A shares.

Under which plan were the RSUs granted?

The RSUs were granted under the Issuer’s 2019 Long‑Term Stock Incentive Plan.