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  4. [8-K/A] ESTEE LAUDER COMPANIES INC Amends Material Event Report

Estée Lauder (NYSE: EL) outlines $1.2–$1.6B restructuring cost range

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Rhea-AI Filing Summary

The Estée Lauder Companies Inc. filed an amended report giving more detail on its multi-year restructuring under the Profit Recovery and Growth Plan. The overall Restructuring Program is expected to generate total restructuring and other charges of between $1,200 million and $1,600 million (before tax).

Through March 31, 2026, initiatives approved under the program are expected to result in cumulative restructuring and other charges of about $1,367 million (before tax), largely tied to workforce reductions and other cost actions. The plan focuses on reorganizing and rightsizing operations, simplifying processes, outsourcing select services, and evolving its go-to-market and selling models to rebuild operating margins and support future growth.

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Insights

Estée Lauder details a large, margin-focused restructuring with sizable charges but long-term efficiency goals.

Estée Lauder expands disclosure on its Profit Recovery and Growth Plan, targeting profit margin rebuilding in fiscal 2025 and 2026. The Restructuring Program now carries expected restructuring and other charges between $1,200 million and $1,600 million (before tax), indicating a sizable multi-year cost initiative.

Cumulative approved initiatives through March 31, 2026 are expected to generate about $1,367 million in charges, including $976 million recorded in operating expenses. Within that, $827 million relates to employee-related costs, highlighting the scale of workforce and organizational changes.

The company emphasizes a “Future of Brand-led Model,” reorganizing and simplifying global marketing and creative functions to be leaner and more agile. While near-term earnings are pressured by restructuring costs, the stated aim is to improve operating margins and fund reinvestment in consumer-facing areas over the period through fiscal 2027.

Item 2.05 Costs Associated with Exit or Disposal Activities Financial
The company committed to an exit plan involving layoffs, facility closures, or restructuring charges.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Expected restructuring charges range $1,200–$1,600 million (before tax) Total restructuring and other charges expected for the Restructuring Program
Cumulative charges approved $1,367 million (before tax) Initiatives approved since inception through March 31, 2026
Charges in operating expenses $976 million Cumulative restructuring charges in operating expenses through March 31, 2026
Employee-related restructuring costs $827 million Cumulative employee-related costs approved through March 31, 2026
Asset-related restructuring costs $91 million Cumulative asset-related costs through March 31, 2026
Contract termination costs $26 million Cumulative contract termination charges through March 31, 2026
Other exit costs $32 million Cumulative other exit costs through March 31, 2026
Charges approved Jan 31–Mar 31, 2026 $118 million Restructuring and other charges in that approval period
Profit Recovery and Growth Plan financial
"the Company launched the Profit Recovery and Growth Plan ("PRGP") to help progressively rebuild its profit margins"
Restructuring Program financial
"The focus of the overall expanded restructuring program (collectively the “Restructuring Program”) includes (i) reorganization and rightsizing of certain areas"
A restructuring program is a deliberate plan by a company to change how it operates, such as cutting costs, selling assets, closing divisions, or reorganizing staff and management, much like rearranging a house to remove clutter and improve flow. Investors care because these moves can temporarily raise costs or one-time charges but aim to improve long-term profitability, cash flow and competitiveness, so they affect future earnings, risk and share value.
employee severance financial
"These activities will primarily result in employee severance through a net reduction in workforce."
exit or disposal activities regulatory
"Item 2.05 Costs Associated with Exit or Disposal Activities."
forward-looking statements regulatory
"The forward-looking statements contained herein, including those relating to our expectations regarding restructuring and other charges, involve risks and uncertainties."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
contract terminations financial
"Contract Terminations | Other Exit Costs | Total Approval Period"
Understanding 8-K Material Events →
0001001250trueAmendment No. 500010012502024-02-012024-02-01


 
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K/A
 
Amendment No. 5

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported)
February 1, 2024
 
The Estée Lauder Companies Inc.
(Exact name of registrant as specified in its charter)

Delaware
1-14064
11-2408943
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
767 Fifth Avenue, New York, New York
10153
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code
212-572-4200

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock, $.01 par value
EL
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.05 Costs Associated with Exit or Disposal Activities.

As announced on November 1, 2023, The Estée Lauder Companies Inc. (the "Company") launched the Profit Recovery and Growth Plan ("PRGP") to help progressively rebuild its profit margins in fiscal years 2025 and 2026.

As a component of the PRGP, on February 5, 2024, the Company announced a two-year restructuring program and filed a Current Report on Form 8-K. The Company committed to this course of action on February 1, 2024.

At that time, the restructuring program was expected to result in restructuring and other charges totaling between $500 million and $700 million (before tax), and the Company was unable to make a determination of the estimated amount or range of amounts to be incurred by major cost type and future cash expenditures pursuant to the restructuring program.

After reviewing additional potential initiatives and the progress of previously approved initiatives, on February 3, 2025, the Company committed to the expansion of the PRGP, including an expansion of the restructuring program and filed a Current Report on Form 8-K on February 4, 2025.

The expanded component of the restructuring program began during the Company’s fiscal 2025 third quarter. The focus of the overall expanded restructuring program (collectively the “Restructuring Program”) includes (i) reorganization and rightsizing of certain areas, (ii) simplification and acceleration of processes, (iii) outsourcing of select services and (iv) evolution of go-to-market footprint and selling models, all to help rebuild operating margin and also fuel reinvestment in consumer-facing areas to drive sustainable sales growth. Cumulative initiatives under the Restructuring Program are expected to be approved by the end of fiscal 2026 and substantially completed by the end of fiscal 2027.

The Restructuring Program includes a number of initiatives, and the Company estimates that restructuring and other charges to implement those initiatives are expected to total between $1,200 million and $1,600 million (before tax). At the time the Company filed the Current Report on Form 8-K on February 4, 2025, the Company was unable to make a determination of the estimated amount or range of amounts to be incurred by major cost type and future cash expenditures pursuant to the Restructuring Program.

Since the initial Current Report on Form 8-K filed on February 5, 2024, the Company has disclosed information about specific initiatives approved under the Restructuring Program, including most recently in the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2025 filed on February 5, 2026, which provided information about specific initiatives approved cumulatively through January 30, 2026. The Company is filing this Form 8-K/A to provide details about specific initiatives approved since that date.

Subsequent to January 30, 2026, the Company approved initiatives under the Restructuring Program, primarily relating to the following:

•Future of Brand-led Model – The Company approved initiatives to reorganize and simplify its global marketing and creative operating model to make it leaner, faster and more agile and drive greater efficiency and effectiveness. These activities will primarily result in employee severance through a net reduction in workforce.

Once the relevant accounting criteria have been met, the Company expects to record cumulative restructuring and other charges of approximately $1,367 million (before tax) in connection with initiatives approved since inception of the Restructuring Program through March 31, 2026, which other than the non-cash charges, are expected to result in future cash expenditures funded from cash provided by operations.

Of the $1,200 million to $1,600 million restructuring and other charges expected to be incurred in connection with the Restructuring Program, total cumulative charges approved by the Company through March 31, 2026 were:

Sales
Returns
(included in
Net Sales)
Cost of Sales
Operating Expenses
Total
(In millions)
Restructuring
Charges
Other
Charges
Approval Period
Cumulative charges approved through January 30, 2026
$
5 
$
9 
$
865 
$
370 
$
1,249 
January 31, 2026 - March 31, 2026
10 
(6)
111 
3 
118 
Cumulative charges approved through March 31, 2026
$
15 
$
3 
$
976 
$
373 
$
1,367 

2



Included in the above table, cumulative restructuring charges for initiatives approved by the Company through March 31, 2026 were:

(In millions)
Employee-
Related
Costs
Asset-
Related
Costs
Contract
Terminations
Other Exit
Costs
Total
Approval Period
Cumulative charges approved through January 30, 2026
$
721 
$
89 
$
26 
$
29 
$
865 
January 31, 2026 - March 31, 2026
106 
2 
— 
3 
111 
Cumulative charges approved through March 31, 2026
$
827 
$
91 
$
26 
$
32 
$
976 

The Company will continue to file additional disclosures in connection with initiatives associated with the Restructuring Program that individually or collectively are determined to be significant. Such disclosures would be filed after the Company is able to make good faith determinations of the estimated amount or range of amounts by each major type of cost and future cash expenditures relating to such initiatives.

The forward-looking statements contained herein, including those relating to our expectations regarding restructuring and other charges, involve risks and uncertainties. Factors that could cause actual results to differ materially from those forward-looking statements include current economic and other conditions in the global marketplace, actions by retailers and consumers, competition, the Company’s ability to successfully implement its long-term strategic plan and those factors described in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
Description
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).


3



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE ESTÉE LAUDER COMPANIES INC.
Date:
April 1, 2026
By:
/s/ Akhil Shrivastava
Akhil Shrivastava
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)




4

Source: View Original Filing on SEC EDGAR

FAQ

What restructuring charges does Estée Lauder (EL) now expect under its Restructuring Program?

Estée Lauder expects total restructuring and other charges between $1,200 million and $1,600 million (before tax) for its multi-year Restructuring Program. These costs relate to organizational changes, process simplification, outsourcing, and adjustments to its go-to-market and selling models across the business.

How much restructuring cost has Estée Lauder (EL) approved through March 31, 2026?

Through March 31, 2026, Estée Lauder expects cumulative restructuring and other charges of about $1,367 million (before tax) for initiatives approved since the program’s inception. These amounts span sales returns, cost of sales, operating expenses, and other charges tied to the Restructuring Program.

Over what timeframe will Estée Lauder’s Restructuring Program be approved and completed?

Cumulative initiatives under Estée Lauder’s Restructuring Program are expected to be approved by the end of fiscal 2026 and substantially completed by the end of fiscal 2027. This timeframe covers design, implementation, and completion of the various exit, reorganization, and efficiency initiatives described.

What are the main goals of Estée Lauder’s Profit Recovery and Growth Plan (PRGP)?

The PRGP aims to progressively rebuild Estée Lauder’s profit margins in fiscal 2025 and 2026. Key elements include reorganizing and rightsizing certain areas, simplifying and accelerating processes, outsourcing select services, and evolving its go-to-market footprint to support sustainable sales growth and operating margin improvement.

How are Estée Lauder’s restructuring charges distributed by cost type?

For initiatives approved through March 31, 2026, cumulative restructuring charges total $976 million, including $827 million in employee-related costs, $91 million in asset-related costs, $26 million for contract terminations, and $32 million in other exit costs within the Restructuring Program.

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