Estee Lauder (NYSE: EL) CEO receives RSU shares and withholds stock for taxes

Rhea-AI Filing Summary

Estee Lauder Companies President and CEO Stephane de la Faverie reported equity compensation activity tied to Restricted Stock Units (RSUs). On the vesting date, 5,787 RSUs were converted into an equal number of Class A Common Stock shares at a stated price of $0.00 per share, reflecting a share-payout from previously granted awards.

Of the shares delivered, 2,333 Class A shares were withheld at $109.01 per share to satisfy tax obligations, a disposition classified as a tax-withholding transaction rather than an open-market sale. Following these transactions, his directly held Class A Common Stock position was reported as 18,630.148 shares, and 11,574 RSUs remained outstanding. Footnotes state that these RSUs vest on a one-to-one basis into Class A shares and are generally paid in installments, with associated cash dividend equivalents.

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

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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^*

de la Faverie Stephane

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		M		5,787(1)	A	(2)	20,963.148	D
Class A Common Stock	02/27/2026		F		2,333(3)	D	$109.01	18,630.148	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
Restricted Stock Units (Share Payout)(4)	(2)	02/27/2026		M			5,787	(5)	02/24/2028	Class A Common Stock	5,787	(2)	11,574	D

Explanation of Responses:

1. Payout of shares upon vesting of portion of non-annual Restricted Stock Units ("RSUs") granted February 24, 2025.

2. Not applicable.

3. Represents the withholding of shares for tax purposes.

4. RSUs vest and are paid out in shares of Class A Common Stock on a one-to-one basis on the applicable vesting date. RSUs generally vest in three approximately equal installments unless otherwise indicated. Upon payout, shares are withheld to cover statutory tax obligations. RSUs are accompanied by dividend equivalent rights payable in cash at the time of the payout of the related shares.

5. Non-annual RSUs granted February 24, 2025. Assuming continued employment, these RSUs will vest and be paid out as follows: 5,787 on February 26, 2027; and 5,787 on February 24, 2028.

Remarks:

	Stephane de la Faverie, by Annalisa Loeffler, attorney-in-fact	03/02/2026
	** Signature of Reporting Person	Date
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FAQ

What did Estee Lauder (EL) CEO Stephane de la Faverie report on this Form 4?

Stephane de la Faverie reported the vesting of 5,787 Restricted Stock Units, which were paid out in an equal number of Class A Common Stock shares. The filing reflects routine equity compensation activity rather than an open-market stock purchase or sale.

How many Estee Lauder (EL) shares were withheld for taxes in this transaction?

The Form 4 shows 2,333 Class A Common Stock shares were withheld at a price of $109.01 per share. This withholding was used to cover statutory tax obligations associated with the RSU vesting and is classified as a tax-withholding disposition.

Did the Estee Lauder (EL) CEO buy or sell shares on the open market?

The CEO did not report open-market buying or selling. Shares were acquired through the exercise and conversion of RSUs, and a portion was disposed of solely to satisfy tax liabilities, rather than through discretionary market transactions.

How many Estee Lauder (EL) shares does Stephane de la Faverie hold after these transactions?

After these transactions, Stephane de la Faverie directly held 18,630.148 Class A Common Stock shares. This figure reflects the RSU share payout and the tax-withholding disposition reported, providing an updated snapshot of his direct equity ownership stake.

What are the key details of the RSUs reported by Estee Lauder (EL) CEO?

The RSUs vest and pay out in Class A Common Stock on a one-to-one basis. They were described as non-annual RSUs granted on February 24, 2025, with installments generally vesting over time and associated cash dividend equivalent rights.

How many Restricted Stock Units remain for the Estee Lauder (EL) CEO after this vesting?

Following the vesting and payout of 5,787 RSUs, the Form 4 reports that 11,574 RSUs remain outstanding. These units are scheduled to vest and convert into Class A Common Stock on future vesting dates if employment conditions are met.