Ronald Lauder (NYSE: EL) transfers 4,768,846 Class B shares to trusts
Rhea-AI Filing Summary
Ronald S. Lauder, a ten percent owner and Chairman, Clinique Labs, LLC at Estée Lauder Companies Inc., reported a bona fide gift of 4,768,846 shares of Class B Common Stock on April 8, 2026. These shares were transferred for no consideration to the RSL Shares Trust u/a/d March 2, 2026, which now holds them indirectly for his benefit.
Following the transfer, his directly held Class B shares reported in this filing were reduced to zero, while indirect holdings are shown as 4,768,846 shares owned by the RSL Shares Trust and 6,364 shares owned by The Descendants of RSL 1966 Trust. He is grantor of both trusts and disclaims beneficial ownership to the extent he lacks a pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
4,768,846 shares gifted
Gift
3 txns
Insider
LAUDER RONALD S
Role
Chairman, Clinique Labs, LLC
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Gift | Class B Common Stock | 4,768,846 | $0.00 | $0.00 |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
Holdings After Transaction:
Class B Common Stock — 0 shares (Direct);
Class B Common Stock — 4,768,846 shares (Indirect, by RSL Shares Trust);
Class B Common Stock — 6,364 shares (Indirect, by RSL 1966 Trust)
Footnotes (6)
- F1. There is no exercise or conversion price for the Class B Common Stock. Shares of Class B Common Stock (i) may be converted immediately on a one-for-one basis by the holder into shares of Class A Common Stock and (ii) are automatically converted into Class A Common Stock on a one-for-one basis upon transfer to a person or entity that is not a "Permitted Transferee" (as defined in Issuer's Restated Certificate of Incorporation) or soon after a record date for a meeting of stockholders where the outstanding Class B Common Stock constitutes less than 10% of the outstanding shares of Common Stock of the Issuer.
- F2. The Reporting Person transferred shares to RSL Shares Trust u/a/d March 2, 2026 ('RSL Shares Trust') for no consideration.
- F3. Not applicable.
- F4. The Reporting Person disclaims beneficial ownership of these shares to the extent he does not have a pecuniary interest in such securities.
- F5. Owned directly by RSL Shares Trust. Reporting person is grantor.
- F6. Owned directly by The Descendants of RSL 1966 Trust ('RSL 1966 Trust'). Reporting person is grantor and trustee.
Key Figures
Gifted shares: 4,768,846 shares
Gift price per share: $0.0000 per share
Direct holdings after transaction: 0 shares
+2 more
5 metrics
Gifted shares
4,768,846 shares
Class B Common Stock gifted on April 8, 2026
Gift price per share
$0.0000 per share
Reported transaction price for bona fide gift
Direct holdings after transaction
0 shares
Total Class B Common Stock held directly post-gift
Indirect holdings via RSL Shares Trust
4,768,846 shares
Class B Common Stock owned directly by RSL Shares Trust
Indirect holdings via RSL 1966 Trust
6,364 shares
Class B Common Stock owned by The Descendants of RSL 1966 Trust
Key Terms
bona fide gift, Class B Common Stock, Class A Common Stock, Permitted Transferee, +1 more
5 terms
bona fide gift financial
"transaction_code_description: "Bona fide gift""
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
Class B Common Stock financial
"security_title: "Class B Common Stock""
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
Class A Common Stock financial
"underlying_security_title: "Class A Common Stock""
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
Permitted Transferee regulatory
"not a "Permitted Transferee" (as defined in Issuer's Restated Certificate of Incorporation)"
Restated Certificate of Incorporation regulatory
"as defined in Issuer's Restated Certificate of Incorporation"
A restated certificate of incorporation is an updated, single-document version of a company’s founding rules that folds together the original charter and all later changes into one clear set of terms — like replacing a patchwork manual with a clean, revised edition. Investors care because it clarifies ownership details, voting rights, share classes and other legal rules that affect control, dividends and how value is created or diluted, so it can change the risks and benefits of owning the stock.
FAQ
What insider transaction did Ronald S. Lauder report at Estée Lauder (EL)?
Ronald S. Lauder reported a bona fide gift of 4,768,846 shares of Class B Common Stock on April 8, 2026. The shares were transferred for no consideration to the RSL Shares Trust as part of his indirect holdings structure.
What are Ronald S. Lauder’s indirect holdings in Estée Lauder (EL) after this filing?
After the reported gift, indirect holdings include 4,768,846 Class B shares owned by the RSL Shares Trust and 6,364 Class B shares owned by The Descendants of RSL 1966 Trust. Ronald S. Lauder is grantor, and for the latter trust also trustee.
How are Ronald S. Lauder’s beneficial ownership rights described in this Estée Lauder (EL) filing?
The filing states that Ronald S. Lauder disclaims beneficial ownership of the shares to the extent he does not have a pecuniary interest. This language limits his reported economic claim over certain trust-held securities associated with him.
AI-generated analysis. How Rhea-AI works. Not financial advice.
