Estee Lauder (EL) Form 4: Director Reports Stock Unit Acquisitions

Rhea-AI Filing Summary

Barry S. Sternlicht, reporting through Starwood Capital Group, filed a Form 4 disclosing transactions in Estee Lauder Companies Inc. (EL) dated 09/16/2025. The filing lists two stock unit transactions described as a share payout and a cash payout, both reported as acquisitions through reinvestment of dividend equivalents on outstanding stock units.

The reported entries show 69.79 stock units (share payout) and 181.88 stock units (cash payout) with an indicated price of $88.52. The filing states the stock units 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. The reporting person is identified as a director and the Form is filed by one reporting person.

Positive

• Transparent disclosure of dividend-equivalent reinvestment transactions in accordance with Section 16 reporting requirements
• Payout timing clarified: units will be paid the first business day of the calendar year following the last date of service as a director

Negative

• No market transaction details provided—transactions represent reinvestment rather than active purchases that might indicate insider sentiment
• Limited detail on how the reported numerical values (e.g., 17,722.73 and 46,183.87) translate to current voting or economic ownership

Insights

Securities Analyst

TL;DR: Routine insider reinvestment of dividend equivalents; no open-market purchases or sales reported.

The Form 4 discloses reinvestment-driven increases in stock-unit holdings rather than active trading. The transactions are coded as acquisitions reflecting dividend-equivalent reinvestment into stock units, and the units are payable after the reporter ceases director service. There is no indication of market purchases or dispositions of underlying shares on the reporting date, and the filing does not state any change to voting power or control.

Corporate Governance Expert

TL;DR: Administrative equity accruals tied to director compensation, not a material change in beneficial ownership.

The explanation clarifies these are reinvested dividend equivalents on outstanding stock units and that payout timing is deferred until after the reporting person’s service ends. This is consistent with standard director compensation arrangements and does not, by itself, indicate a change in governance or a transfer of control.

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
Estimated average burden
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^*

STERNLICHT BARRY S

(Last) (First) (Middle)

STARWOOD CAPITAL GROUP

591 W. PUTNAM AVE.

(Street)

GREENWICH CT 06830

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

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2025

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 Units (Share Payout)	(1)	09/16/2025		A(2)		69.79		(3)	(3)	Class A Common Stock	69.79	$88.52	17,722.73	D
Stock Units (Cash Payout)	(1)	09/16/2025		A(2)		181.88		(3)	(3)	Class A Common Stock	181.88	$88.52	46,183.87	D

Explanation of Responses:

1. Not applicable.

2. Represents reinvestment of dividend equivalents on outstanding stock units.

3. The stock units 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:

	Barry S. Sternlicht, by Spencer G. Smul, Attorney-in-fact	09/17/2025
	** 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 Barry S. Sternlicht report on the Form 4 for EL?

He reported acquisitions on 09/16/2025 of stock units resulting from reinvested dividend equivalents: 69.79 units (share payout) and 181.88 units (cash payout).

Are these purchases or reinvestments in EL (Estee Lauder Companies Inc.)?

They are reinvestments of dividend equivalents on outstanding stock units, not open-market purchases or sales.

When will the stock units be paid out according to the filing?

The stock units 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.

What is the reporting person’s relationship to EL?

Barry S. Sternlicht is identified as a director of Estee Lauder Companies Inc. and the Form is filed by one reporting person.

Does the Form 4 show any change in control or large disposition for EL?

No. The filing shows reinvestment of dividend equivalents and does not disclose dispositions or actions that indicate a change in control.