RALPH LAUREN CORP
For the period ended Sep 27, 2025. Filed Nov 6, 2025.
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Sep 27, 2025 · Filed Nov 6, 2025
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Unregistered Sales of Equity Securities and Use of Proceeds
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
(a)Sales of Unregistered Securities
Shares of the Company's Class B Common Stock may be converted immediately into Class A Common Stock on a one-for-one basis by the holder. There is no cash or other consideration paid by the holder converting the shares and, accordingly, there is no cash or other consideration received by the Company. The shares of Class A Common Stock issued by the Company in such conversions are exempt from registration pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.
No shares of the Company's Class B common stock were converted into Class A common stock during the three months ended September 27, 2025.
(b) Not Applicable
(c)Stock Repurchases
The following table sets forth the repurchases of shares of the Company's Class A common stock during the three months ended September 27, 2025:
| Total Number of Shares Purchased · AveragePricePaid perShare · Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs · Approximate Dollar Value of SharesThat May Yet be Purchased Under the Plans or Programs(a) | |||||
|---|---|---|---|---|---|
| (millions) | |||||
| June 29, 2025 to July 26, 2025 | — | $— | — | $1,602 | |
| July 27, 2025 to August 23, 2025 | 387,861(b) | 289.01 | 218,554 | 1,539 | |
| August 24, 2025 to September 27, 2025 | 1,394(c) | 315.96 | — | 1,539 | |
| 389,255 | 218,554 | ||||
(a)On May 15, 2025 our Board of Directors approved an expansion of the common stock repurchase program that allows us to repurchase up to an additional $1.500 billion of Class A common stock. Repurchases of shares of the Company's Class A common stock are subject to overall business and market conditions.
(b)Includes 169,307 shares surrendered to or withheld by the Company in satisfaction of withholding taxes in connection with the vesting of awards issued under its long-term stock incentive plans.
(c)Represents shares surrendered to or withheld by the Company in satisfaction of withholding taxes in connection with the vesting of awards issued under its long-term stock incentive plans.
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