Estée Lauder (EL) director sells 2,786,040 shares at $89.70

The Estée Lauder Companies Inc. (EL) disclosed that a director reported the sale of 2,786,040 shares of Class A Common Stock at $89.70 per share on November 6, 2025, coded “S.” The footnote states this was a sale in an underwritten registered public offering.

Rhea-AI Filing Summary

The Estée Lauder Companies Inc. (EL) disclosed that a director reported the sale of 2,786,040 shares of Class A Common Stock at $89.70 per share on November 6, 2025, coded “S.” The footnote states this was a sale in an underwritten registered public offering.

Following the transaction, the reporting person directly owned 0 shares.

Insights

Insider Transactions Analyst

Large insider secondary sale via underwritten offering; non-dilutive, governance signal, neutral operational impact.

The filing reports a sale of 2,786,040 shares of Class A Common Stock on 11/06/2025 at $89.70 per share, coded "S" and described as a sale in an underwritten registered public offering. Following the transaction, the reporting person shows 0 shares beneficially owned. This is a sizable block and was executed through an underwritten process, which typically places shares with public investors.

This transaction is secondary stock (seller is an existing holder), so it is not dilutive to the issuer and the company does not receive proceeds. It can increase public float and trading liquidity while transferring ownership from a single holder to the market. The Form 4 reflects a director relationship for the reporting person; the filing does not provide further details beyond the disposition and the offering context.

Key items to watch: any related prospectus supplement detailing the underwritten offering terms, lock-up conditions, or selling stockholder details, and whether additional insider dispositions follow after 11/06/2025. Since this is non-dilutive and does not change the issuer’s capital structure, operational impact appears limited in the near term.

Insider Trade Summary

Net Seller: 2,786,040 shares

Net Sell 1 txn

Insider Leonard A. Lauder 2013 Revocable Trust

Role 10% Owner

Sold 2,786,040 shs ($249.91M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	2,786,040	$89.70	$249.91M

Holdings After Transaction: Class A Common Stock — 0 shares (Direct)

Footnotes (1)

1. F1. Sale in underwritten registered public offering.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did The Estée Lauder Companies (EL) insider report?

A director reported selling 2,786,040 Class A shares, coded “S,” in an underwritten registered public offering.

At what price were the EL shares sold?

The shares were sold at $89.70 per share.

When did the EL insider transaction occur?

The transaction date was November 6, 2025.

How many EL shares does the reporting person own after the sale?

The reporting person directly owned 0 shares following the transaction.

What SEC form was filed for this transaction?

A Form 4 was filed, reporting the change in beneficial ownership.

What does transaction code “S” indicate?

Code “S” indicates an open market or private sale; the footnote specifies it occurred in an underwritten registered public offering.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/07/2025 - 09:35 PM Learn about SEC filing dates

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^*

Leonard A. Lauder 2013 Revocable Trust

(Last) (First) (Middle)

C/O THE ESTEE LAUDER COMPANIES INC.

767 FIFTH AVE.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/06/2025

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
Class A Common Stock	11/06/2025		S(1)		2,786,040	D	$89.7	0	D

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

Explanation of Responses:

1. Sale in underwritten registered public offering.

Remarks:

Exhibit 99.1 (Signature) is incorporated herein by reference.

	See Exhibit 99.1 for Signature	11/07/2025
	** 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).
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