Tapestry insider filing: 27,213 options, 10,009 RSUs; 2,613 shares withheld

Rhea-AI Filing Summary

Scott A. Roe, CFO and COO of Tapestry, Inc. (TPR), reported equity transactions on Form 4 showing grant and withholding activity. On 08/18/2025 he was granted 27,213 stock options exercisable at $99.91 that convert 1-for-1 into common shares and 10,009 unvested restricted stock units (RSUs) issued under the company’s Stock Incentive Plan. The RSUs vest in four equal annual tranches beginning 08/18/2026 through 08/18/2029.

On 08/19/2025 a separate transaction shows 2,613 shares withheld to cover taxes in connection with RSU vesting, leaving Mr. Roe with 88,762 shares beneficially owned after these transactions. The Form 4 was signed under power of attorney on 08/20/2025.

Positive

• Grant of service-based equity awards (27,213 options and 10,009 RSUs) aligns executive incentives with shareholder value over four years
• Standard multi-year vesting schedule (annual tranches 08/18/2026–08/18/2029) supports retention

Negative

• 2,613 shares withheld for taxes reduced reported beneficial ownership following RSU vesting
• Potential future dilution from 27,213 options exercisable at $99.91 if they vest and are exercised

Insights

Corporate Governance Expert

TL;DR: Routine executive equity award designed to align incentives; withholding for taxes is standard.

The filing records a standard grant of service-based RSUs and stock options to the CFO/COO, with four-year vesting that ties compensation to continued service and potential stock appreciation. The tax-withholding of 2,613 shares is a customary mechanism reducing outstanding shares held by the insider but does not indicate any change in governance or control. No accelerated vesting or special arrangements are disclosed.

Financial Analyst

TL;DR: Transactions are compensation-related and appear immaterial to Tapestry’s capital structure.

The net effect shows issuance of equity incentives (27,213 options and 10,009 RSUs) and a small withholding (2,613 shares) to satisfy taxes, leaving 88,762 shares beneficially owned by the reporting person. There is no cash sale or purchase that would signal liquidity needs, and the option exercise price of $99.91 sets the strike level for potential future dilution if exercised and vested.

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^*

Roe Scott A.

(Last) (First) (Middle)

10 HUDSON YARDS

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TAPESTRY, INC. [ TPR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025

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
Common Stock(1)	08/18/2025		A		10,009	A	$99.91	91,375	D
Common Stock(2)	08/19/2025		F		2,613	D	$97.92	88,762	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
Stock Option(3)	$99.91(4)	08/18/2025		A		27,213		08/18/2026(5)	08/18/2035	Common Stock	27,213	$0.0000	27,213	D

Explanation of Responses:

1. These securities were acquired in the form of unvested restricted stock units issued under the Issuer's Stock Incentive Plan. These securities will vest in four equal tranches on the first, second, third and fourth anniversaries of the date of grant. The first tranch will vest on August 18, 2026, the second on August 18, 2027, the third on August 18, 2028 and the fourth on August 18, 2029.

2. These shares were withheld to pay the taxes in connection with the vesting of restricted stock units.

3. These securities were issued under the Issuer's Stock Incentive Plan.

4. These securities will convert on a 1-for-1 basis into shares of the issuer's common stock.

5. These service-based securities vest in four equal installments on the first, second, third and fourth anniversaries of the date of grant. The first tranch will vest on August 18, 2026, the second on August 18, 2027, the third on August 18, 2028 and the fourth on August 18, 2029.

	/s/ Emily S. Zahler, Assistant Corporate Secretary, pursuant to a power of attorney filed with the Commission	08/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity awards did TPR CFO Scott Roe receive in this Form 4?

He received 27,213 stock options exercisable at $99.91 and 10,009 unvested RSUs on 08/18/2025 under the company's Stock Incentive Plan.

When do the RSUs granted to Scott Roe vest?

The RSUs vest in four equal annual tranches with the first tranche vesting 08/18/2026 and the final tranche on 08/18/2029.

How many shares were withheld to pay taxes and when?

2,613 shares were withheld on 08/19/2025 to satisfy tax obligations related to RSU vesting.

How many shares did Scott Roe beneficially own after the reported transactions?

He owned 88,762 shares following the reported transactions.

What is the exercise price and potential dilution from the options?

Options have a $99.91 exercise price and represent 27,213 underlying shares that could dilute existing shareholders if vested and exercised.