RL Form 4: Beneficial Ownership Rises to 8,036 Shares After 581 RSU Grant

Rhea-AI Filing Summary

Reporting person: Darren Walker (Director). Issuer: Ralph Lauren Corporation (RL). Transaction date: 07/31/2025.

The Form 4 reports acquisition of 581 shares of Class A Common Stock as restricted stock units (RSUs) granted under the Issuer's 2019 Long-Term Stock Incentive Plan. These RSUs vest on July 31, 2026, subject to the Reporting Person's continued service through the 2026 Annual Meeting of Stockholders. Following the reported transaction, the Reporting Person beneficially owns 8,036 shares (direct).

The filing notes a deduction for cash paid in lieu of approximately 0.84 fractional shares upon vesting of previously granted RSUs. The Form was signed by an attorney-in-fact on 08/04/2025. No exercise price or sale price is reported.

Positive

• 581 Class A shares issued as restricted stock units under the 2019 Long-Term Stock Incentive Plan (clear alignment with shareholder interests).
• RSUs have a specified vesting date of July 31, 2026, with conditions disclosed, providing transparency on timing and retention terms.
• Reporting person beneficially owns 8,036 shares following the reported transaction, disclosed as direct ownership.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director RSU issuance on 07/31/2025; small share increment, likely neutral for investors.

This Form 4 documents a non-derivative acquisition of 581 Class A shares as RSUs under the 2019 LTIP, with vesting on 07/31/2026 conditional on continued service through the 2026 Annual Meeting. The report shows 8,036 shares beneficially owned following the grant. The filing contains no sale, exercise price, or material disposition activity that would alter outstanding share count disclosures in this document. The deduction of ~0.84 fractional shares is administrative.

Impact assessment: Not impactful to RL's financials or valuation based solely on this disclosure; it appears to be routine director compensation.

Corporate Governance Expert

TL;DR: Standard restricted stock award to a director with a one-year vesting condition tied to service through 2026 Annual Meeting.

The grant is documented as RSUs under the company's 2019 Long-Term Stock Incentive Plan and vests on 07/31/2026 subject to continued board service. This aligns with customary governance practices that use equity to retain and align directors with shareholders. The Form shows direct beneficial ownership of 8,036 shares after the issuance, which is disclosed explicitly.

Impact assessment: Not impactful from a governance risk perspective; transaction is routine and conditional on continued service.

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
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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^*

Walker Darren

(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)
07/31/2025

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	07/31/2025		A		581	A	(1)	8,036(2)	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 on July 31, 2026, subject to the Reporting Person's continued service through the 2026 Annual Meeting of Stockholders.

2. The total also reflects a deduction for cash paid in lieu of approximately 0.84 fractional shares of the Issuer's Class A Common Stock upon vesting of previously-granted restricted stock units.

	/s/ Avery S. Fischer, Attorney-in-Fact for Darren Walker	08/04/2025
	** 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.
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FAQ

What did Darren Walker report on the RL Form 4 filed in August 2025?

The Form 4 reports acquisition of 581 Class A shares as restricted stock units on 07/31/2025 and beneficial ownership of 8,036 shares following the transaction.

When do the RSUs granted to Darren Walker vest?

The RSUs are scheduled to vest on July 31, 2026, subject to the Reporting Person's continued service through the 2026 Annual Meeting of Stockholders.

Under which plan were the RSUs granted?

The RSUs were granted under the Issuer's 2019 Long-Term Stock Incentive Plan.

Was any cash or fractional share adjustment disclosed in the filing?

Yes. The filing notes a deduction for cash paid in lieu of approximately 0.84 fractional shares upon vesting of previously granted RSUs.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Avery S. Fischer, Attorney-in-Fact for Darren Walker on 08/04/2025.