RALPH LAUREN CORP
For the period ended Dec 27, 2025. Filed Feb 5, 2026.
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Dec 27, 2025 · Filed Feb 5, 2026
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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 December 27, 2025.
(b) Not Applicable
(c)Stock Repurchases
The following table summarizes repurchases of shares of the Company's Class A common stock during the three months ended December 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) | |||||
| September 28, 2025 to October 25, 2025 | — | $— | — | $1,539 | |
| October 26, 2025 to November 29, 2025 | 4,880 | 319.87 | 4,880 | 1,537 | |
| November 30, 2025 to December 27, 2025 | 100,377(b) | 358.19 | 98,997 | 1,502 | |
| 105,257 | 103,877 | ||||
(a)On May 15, 2025 the Company's Board of Directors approved an expansion of the common stock repurchase program that allows the Company 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 1,380 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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