拉夫劳伦美股招股说明书(2025-06-04版)

$500,000,000 5.000% Senior Notes due 2032 We are offering $500,000,000 aggregate principal amount of our 5.000% Senior Notes due 2032(the “notes”). We will pay interest on the notes semiannually on June15 and December15 of each year,beginning on December15, 2025. The notes will mature on June15, 2032. We may redeem some or all of the notes at any time at redemption prices determined as set forthunder “Description of the Notes—Optional Redemption.” Upon the occurrence of a “change of controlrepurchase event,” we will be required to make an offer to repurchase the notes at a price equal to 101% of The notes will be our senior unsecured obligations and will rank equally in right of payment withall of our existing and future unsecured and unsubordinated obligations. The notes are a new issue of securities with no established trading market. We do not intend toapply for the notes to be listed on any securities exchange or to arrange for the notes to be quoted on anyautomated quotation system. Investing in the notes involves risks. See “Risk Factors” beginning on pageS-9and the section entitled“Risk Factors” in our Annual Report on Form 10-K for the year ended March29, 2025 for a discussion ofcertain risks that you should consider in connection with an investment in the notes. (1)Plus accrued interest, if any from June5, 2025. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of the notes or determined if this prospectus supplement or the accompanying prospectus istruthful or complete. Any representation to the contrary is a criminal offense. We expect that delivery of the notes will be made to investors in book-entry form through TheDepository Trust Company for the benefit of its direct and indirect participants, including Euroclear BankS.A./N.V. and Clearstream Banking,société anonyme, on or about June5, 2025. Joint Book-Running Managers BofA SecuritiesDeutsche Bank Securities Co-Managers Goldman Sachs & Co. LLC TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENT This document consists of two parts. The first part is the prospectus supplement, which describesthe specific terms of this offering. The second part is the prospectus which describes more generalinformation, some of which may not apply to this offering. You should read both the prospectus supplement In this prospectus supplement, unless otherwise stated or the context otherwise requires, “RalphLauren,” “ourselves,” “we,” “our,” and the “Company” refer to Ralph Lauren Corporation and its To the extent there is a conflict between the information contained in this prospectus supplementand the information contained in the accompanying prospectus or any document incorporated by referencetherein filed prior to the date of this prospectus supplement, you should rely on the information in thisprospectus supplement; provided that if any statement in one of these documents is inconsistent with a We and the underwriters have not authorized anyone to provide any information other than thatcontained or incorporated by reference in this prospectus supplement or the accompanying prospectus orany relevant free writing prospectus prepared by or on behalf of us or to which we have referred you. Weand the underwriters take no responsibility for, and can provide no assurance as to the reliability of, anyother information that others may give you. It is important for you to read and consider all information We are not, and the underwriters are not, making an offer to sell these securities in any jurisdictionwhere the offer or sale is not permitted. You should assume that the information appearing in this prospectussupplement, the accompanying prospectus and the documents incorporated by reference is accurate only as oftheir respective dates. Our business, financial condition, results of operations and prospects may have changedsince that relevant date. Neither this prospectus supplement nor the accompanying prospectus constitutes an This prospectus supplement and accompanying prospectus include registered trademarks, tradenames and service marks of the Company and its subsidiaries. INCORPORATION BY REFERENCE In this prospectus supplement, we “incorporate by reference” certain information that we file withthe Securities and Exchange Commission (the “SEC”), which means that we can disclose importantinformation to you by referring you to that information. The information we incorporate by reference is animportant part of this prospectus supplement, and later information that we file with the SEC will Annual Report onForm 10-K for the year ended March29, 2025 (filed May22, 2025)(the“2025 Form 10-K”);Our Current Report onForm 8-K (filed with the SEC on April1, 2025); andThe portions of ourDefinitive Proxy Statement on Schedule14A (filed with the SEC on All documents and reports that we file with the SEC (other than any portion of such filings that arefurnished pursuant to Item2.02 or Item7.01 (