EL Form 4: 2,780 options, 783.28 stock units to director

Rhea-AI Filing Summary

Estée Lauder Companies (EL) reported a Form 4 for Gary M. Lauder, a director and 10% owner, detailing equity awards granted under the company’s Amended and Restated Non‑Employee Director Share Incentive Plan.

On 11/13/2025, he was granted 2,780 stock options with an exercise price of $89.92, first exercisable on 11/13/2026 and expiring on 11/13/2035. He also acquired 783.28 stock units, each convertible into 1 share of Class A Common Stock, to be paid on the first business day of the calendar year following his last date of service as a director.

Following these transactions, he held 2,780 options and 4,378.8 stock units, all reported as direct ownership.

Insights

Securities law analyst

Routine director equity grant; administrative disclosure.

The filing lists standard director compensation: stock options and stock units granted on 11/13/2025. The options cover 2,780 shares at an exercise price of $89.92, exercisable beginning 11/13/2026 and expiring 11/13/2035.

The award also includes 783.28 stock units, each convertible 1:1 into Class A Common Stock. The units are scheduled to be paid the first business day of the calendar year after the director’s service ends, per the plan terms.

Post‑transaction beneficial holdings were 2,780 options and 4,378.8 stock units, reported as direct. These are typical non‑cash awards; actual share issuance depends on future exercise and the service‑based payout condition.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

LAUDER GARY M

(Last) (First) (Middle)

C/O THE ESTEE LAUDER COMPANIES INC.

767 FIFTH AVENUE

(Street)

NEW YORK NY 10153

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ESTEE LAUDER COMPANIES INC [ EL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/13/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)(1)	$89.92	11/13/2025		A		2,780		11/13/2026	11/13/2035	Class A Common Stock	2,780	$0	2,780	D
Stock Units (Share Payout)(1)	(2)	11/13/2025		A		783.28		(3)	(3)	Class A Common Stock	783.28	$0	4,378.8	D

Explanation of Responses:

1. Granted pursuant to the Issuer's Amended and Restated Non-Employee Director Share Incentive Plan.

2. Each stock unit (share payout) is convertible into one share of Class A Common Stock (i.e. 1:1).

3. The Stock Units (share payout) will be paid out the first business day of the calendar year following the last date of the Reporting Person's service as a director of the Company.

Remarks:

	Gary M. Lauder, by Spencer G. Smul, Attorney-in-fact	11/14/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Este9e Lauder (EL) disclose in this Form 4?

A director and 10% owner, Gary M. Lauder, reported receiving stock options and stock units on 11/13/2025.

How many options were granted to Gary M. Lauder and at what price?

He received 2,780 stock options with an exercise price of $89.92 per share.

When do the options become exercisable and when do they expire?

The options are first exercisable on 11/13/2026 and expire on 11/13/2035.

How many stock units were awarded and what is the conversion ratio?

783.28 stock units were awarded; each unit converts into 1 share of Class A Common Stock.

When will the stock units be paid out?

They are paid on the first business day of the calendar year following the last date of the director’s service.

What are Gary M. Lauder's beneficial holdings after the transactions?

He held 2,780 options and 4,378.8 stock units, reported as direct ownership.

Under what plan were these awards made?

They were granted under the Amended and Restated Non-Employee Director Share Incentive Plan.