EL Form 4: Sternlicht gets 2,780 options, 1,083.54 stock units

Rhea-AI Filing Summary

Estée Lauder (EL) director Barry S. Sternlicht reported routine equity awards. On 11/13/2025, he received a stock option for 2,780 Class A shares at an exercise price of $89.92, exercisable 11/13/2026 and expiring 11/13/2035.

He also received 783.28 stock units (share payout) and 300.26 stock units (cash payout), each on a 1:1 basis to Class A shares. Per plan terms, stock units are paid the first business day of the calendar year following his last day of board service. Following these grants, beneficial holdings include 2,780 options, 18,506.01 share-settled units, and 46,484.13 cash-settled units.

Insights

Equity Compensation Analyst

Routine director grants; administrative and non-cash.

The reported items reflect standard non-employee director compensation under the company’s Amended and Restated Non-Employee Director Share Incentive Plan. The grant includes $89.92 strike options for 2,780 shares, plus 783.28 share-settled units and 300.26 cash-settled units, each on a 1:1 basis to Class A stock value.

Options become exercisable on 11/13/2026 and expire on 11/13/2035. Stock units pay out after board service ends, aligning with typical director deferral structures. No cash changes hands at grant; realized value depends on future share price and tenure.

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

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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^*

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)
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	18,506.01	D
Stock Units (Cash Payout)(4)	(5)	11/13/2025		A		300.26		(6)	(6)	Class A Common Stock	300.26	$0	46,484.13	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.

4. Reflects grant of stock units in lieu of cash for quarterly board and committee retainers.

5. Each stock unit (cash payout) is convertible into cash equal to the value of one share of Class A Common Stock (i.e. 1:1).

6. The Stock Units (cash 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:

	Barry S. Sternlicht, 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 Estée Lauder (EL) report on Form 4 for Barry S. Sternlicht?

A grant of stock options for 2,780 shares at $89.92, plus 783.28 share-settled stock units and 300.26 cash-settled stock units.

When do the reported EL stock options vest and expire?

Options become exercisable on 11/13/2026 and expire on 11/13/2035.

How are the EL stock units converted or paid?

Each unit equals 1 Class A share: share units deliver shares; cash units pay cash equal to one share’s value.

When are EL stock units paid out for directors?

Payout occurs on the first business day of the calendar year after the director’s last day of service.

What are Barry S. Sternlicht’s beneficial holdings after these grants?

2,780 options, 18,506.01 share-settled stock units, and 46,484.13 cash-settled stock units.

Under which plan were the EL awards granted?

The Amended and Restated Non-Employee Director Share Incentive Plan.