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VF Corp (NYSE: VFC) director adds phantom stock via fee deferral

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

V F CORP director Richard Carucci acquired 4,317.789 phantom stock units through a deferred fee award. Each unit reflects $17.37 of director fees, converting cash compensation into phantom stock tied to VF common shares.

Following this grant, Carucci holds a total of 100,113.9669 phantom stock units under the Directors Deferred Savings Plan, which are settled entirely in cash upon retirement rather than in actual shares.

Positive

  • None.

Negative

  • None.
Insider Carucci Richard
Role null
Type Security Shares Price Value
Grant/Award Phantom Stock-d 4,317.789 $17.37 $75K
Holdings After Transaction: Phantom Stock-d — 100,113.967 shares (Direct, null)
Footnotes (1)
  1. Represents phantom stock units ("PSUs") accrued under the VF Corporation Directors Deferred Savings Plan ("Plan"), to be settled 100% in cash upon the reporting person's retirement. The number of PSUs acquired equals the amount of Directors' fees deferred by the reporting person divided by the fair market value (closing market price) per share on the date of deferral. The number of PSUs beneficially owned may vary over time due to deemed reinvestment of dividends. 1 for 1. There is no date that should appear in these columns. These columns are not applicable to this particular filing. Each PSU was acquired at the election of the Director by deferring $17.37 of fees per PSU.
Phantom stock units granted 4,317.789 units Phantom Stock grant on 2026-06-26
Fee deferral per unit $17.37 per unit Director fees deferred into phantom stock
Total phantom units after grant 100,113.9669 units Phantom stock balance following transaction
Conversion ratio 1 for 1 Each phantom unit tracks one VF common share
Settlement method 100% cash Phantom units settled in cash at retirement
phantom stock units financial
"Represents phantom stock units ("PSUs") accrued under the VF Corporation Directors Deferred Savings Plan"
Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.
Directors Deferred Savings Plan financial
"PSUs accrued under the VF Corporation Directors Deferred Savings Plan ("Plan"), to be settled 100% in cash"
deemed reinvestment of dividends financial
"The number of PSUs beneficially owned may vary over time due to deemed reinvestment of dividends."
phantom stock financial
"Represents phantom stock units ("PSUs") accrued under the VF Corporation Directors Deferred Savings Plan"
A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Carucci Richard
(Last)(First)(Middle)
1551 WEWATTA STREET
(Street)
DENVER COLORADO 80202
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
V F CORP [ VFC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/26/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock-d(1)(2)06/26/2026A4,317.789 (3) (3)Common Stock4,317.789$17.37(4)100,113.9669D
Explanation of Responses:
1. Represents phantom stock units ("PSUs") accrued under the VF Corporation Directors Deferred Savings Plan ("Plan"), to be settled 100% in cash upon the reporting person's retirement. The number of PSUs acquired equals the amount of Directors' fees deferred by the reporting person divided by the fair market value (closing market price) per share on the date of deferral. The number of PSUs beneficially owned may vary over time due to deemed reinvestment of dividends.
2. 1 for 1.
3. There is no date that should appear in these columns. These columns are not applicable to this particular filing.
4. Each PSU was acquired at the election of the Director by deferring $17.37 of fees per PSU.
/s/ Vivian Coates for Richard Carucci (pursuant to signing authority on file)06/30/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did V F CORP (VFC) disclose for Richard Carucci?

V F CORP disclosed that director Richard Carucci acquired 4,317.789 phantom stock units. These units were granted by deferring his director fees at $17.37 per unit, increasing his total phantom stock holdings to 100,113.9669 units under the company’s Directors Deferred Savings Plan.

How were the 4,317.789 phantom stock units for VFC’s director priced?

Each phantom stock unit was acquired by deferring $17.37 in director fees. The number of units equals the fees deferred divided by the share’s closing market price on the deferral date, effectively converting cash compensation into equity-linked phantom stock units for the director.

What does the phantom stock grant mean for V F CORP director compensation?

The grant shows V F CORP compensating its director partly through phantom stock units instead of cash. Carucci elected to defer fees into 4,317.789 units, aligning his compensation with VF’s share price performance while the award remains a cash-settled obligation, not actual share ownership.

How and when are V F CORP phantom stock units for directors settled?

Phantom stock units under V F CORP’s Directors Deferred Savings Plan are settled 100% in cash upon the director’s retirement. The cash amount reflects the then-current value tied to VF common stock, with unit balances fluctuating over time due to deemed reinvestment of dividends.

Does the VFC phantom stock grant give Richard Carucci additional common shares?

The phantom stock grant does not provide new common shares to Richard Carucci. Instead, he receives cash-settled phantom stock units whose value tracks VF common stock, including deemed dividend reinvestment, and they are paid out in cash when he retires from the board.