Estee Lauder (EL) director discloses dividend stock unit reinvestment

Rhea-AI Filing Summary

Estee Lauder Companies Inc. director Richard F. Zannino reported routine equity compensation activity tied to his board service. On 12/15/2025 he acquired 10.26 and 36.65 stock units, described as Stock Units (Share Payout), through reinvestment of dividend equivalents on outstanding stock units linked to the company’s Class A Common Stock.

Following these transactions he beneficially owns 2,971.83 stock units directly and 10,614.48 stock units indirectly through a limited liability company owned by trusts for the benefit of his family, over which he has investment power. The stock units are scheduled to be paid out in shares on the first business day of the calendar year after his service as a director ends.

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^*

ZANNINO RICHARD F

(Last) (First) (Middle)

C/O CCMP CAPITAL PARTNERS

277 PARK AVENUE

(Street)

NEW YORK NY 10172

(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)
12/15/2025

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)	12/15/2025		A(2)		10.26		(3)	(3)	Class A Common Stock	10.26	$101.03	2,971.83	D
Stock Units (Share Payout)	(1)	12/15/2025		A(2)		36.65		(3)	(3)	Class A Common Stock	36.65	$101.03	10,614.48	I	by LLC(4)

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.

4. Limited Liability Company ("LLC") owned by trusts for the benefit of members of the Reporting Person's family. The Reporting Person has investment power over the securities of the Issuer held by the LLC.

Remarks:

	Richard F. Zannino, by Spencer G. Smul, Attorney-in-fact	12/16/2025
	** 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).
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FAQ

What insider transaction did Estee Lauder (EL) report for Richard F. Zannino?

Richard F. Zannino, a director of Estee Lauder Companies Inc., reported acquiring stock units on 12/15/2025 through the reinvestment of dividend equivalents on his existing stock units.

How many Estee Lauder stock units did Richard F. Zannino acquire on 12/15/2025?

On 12/15/2025, Richard F. Zannino acquired 10.26 and 36.65 stock units, recorded as acquisitions of Stock Units (Share Payout) tied to Estee Lauder Class A Common Stock.

How many stock units does Richard F. Zannino beneficially own after this Estee Lauder transaction?

After the reported transactions, Richard F. Zannino beneficially owns 2,971.83 stock units directly and 10,614.48 stock units indirectly.

What are the payout terms for Richard F. Zanninos Estee Lauder stock units?

The stock units will be paid out in shares on the first business day of the calendar year following the last date of Richard F. Zanninos service as a director of the company.

What is the nature of the derivative securities reported in this Estee Lauder insider filing?

The derivative securities are Stock Units (Share Payout), which represent deferred equity tied to Estee Lauder Class A Common Stock, with the new units arising from dividend equivalent reinvestments on outstanding units.

How are some of Richard F. Zanninos Estee Lauder stock units held indirectly?

Indirect holdings of 10,614.48 stock units are held through a limited liability company owned by trusts for the benefit of members of his family, and he has investment power over these securities.