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% oftheir principal amount, plus accrued and unpaid interest to, but not including, the date of repurchase, asdescribed under “Description of the Notes—Purchase of Notes upon a Change of Control RepurchaseEvent.” 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. Per NoteTotalPublic offering price (1)99.647$498,235,000Underwriting discount0.625$3,125,000Proceeds, before expenses, to us99.022$495,110,000%%% (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 Goldman Sachs & Co. LLC ING TABLE OF CONTENTS PageProspectus SupplementABOUT THIS PROSPECTUS SUPPLEMENTS-1INCORPORATION BY REFERENCES-1SPECIAL NOTE ON FORWARD-LOOKING STATEMENTSS-2SUMMARYS-5RISK FACTORSS-9USE OF PROCEEDSS-12CAPITALIZATIONS-13DESCRIPTION OF OTHER INDEBTEDNESSS-14DESCRIPTION OF THE NOTESS-17CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONSS-35UNDERWRITING (CONFLICTS OF INTEREST)S-40LEGAL MATTERSS-44EXPERTSS-44 ProspectusABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION1INCORPORATION BY REFERENCE2STATEMENTS REGARDING FORWARD-LOOKING INFORMATION3THE COMPANY6RISK FACTORS7USE OF PROCEEDS7DESCRIPTION OF THE DEBT SECURITIES7PLAN OF DISTRIBUTION8LEGAL MATTERS10EXPERTS10 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 supplementand the accompanying prospectus, together with the additional information described under the heading“Where You Can Find More Information and Incorporation by Reference.” 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 itssubsidiaries. 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 astatement in another document having a later date—for example, a document incorporated by reference inthe accompanying prospectus—the statement in the document having the later date modifies or supersedesthe earlier statement. 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 informationcontained in this prospectus supplement and the accompanying prospectus, including the documentsincorporated by reference herein and therein, and any free