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EL insider reports 2,845,283-share Class B to Class A swap

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Estée Lauder Companies (EL) — insider share conversion reported. A reporting person filed a Form 4 showing the conversion of 2,845,283 shares of Class B Common Stock into 2,845,283 shares of Class A Common Stock on 11/04/2025 (transaction code C).

Following the reported transaction, the filer beneficially owned 2,845,283 Class A shares directly, and held 0 derivative securities related to the Class B shares. The filing notes there is no exercise or conversion price for Class B; Class B may be converted immediately on a one‑for‑one basis and is automatically converted into Class A upon certain transfers or when Class B falls below a defined threshold around a stockholder record date.

Positive

  • None.

Negative

  • None.

Insights

Large one-for-one Class B to Class A conversion; neutral impact.

The Form 4 records a conversion (code C) of 2,845,283 Class B shares into the same number of Class A shares on 11/04/2025. The filer’s non-derivative Class A holdings became 2,845,283, while derivative holdings tied to Class B declined to 0.

The footnote states Class B has no conversion price and converts on a one‑for‑one basis, with automatic conversion under specified conditions. This is a structural share-class change; the document does not discuss cash proceeds.

Because the mechanics are administrative and one‑for‑one, this reads as neutral absent additional context about outstanding shares or market effects.

Insider Evelyn H. Lauder 2012 Marital Trust Two
Role 10% Owner
Type Security Shares Price Value
Conversion Class B Common Stock 2,845,283 $0.00 --
Conversion Class A Common Stock 2,845,283 $0.00 --
Holdings After Transaction: Class B Common Stock — 0 shares (Direct); Class A Common Stock — 2,845,283 shares (Direct)
Footnotes (1)
  1. There is no exercise or conversion price for the Class B Common Stock. Shares of Class B Common Stock may be converted immediately on a one-for-one basis by the holder and 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 the 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 Not applicable.
Form 4 Insider Transactions: What Each Field Means →
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*
Evelyn H. Lauder 2012 Marital Trust Two
(Last) (First) (Middle)
C/O ROARING FORK TRUST COMPANY, INC
212 S. MAIN AVENUE, SUITE #147
(Street)
SIOUX FALLS SD 57104
(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)
11/04/2025
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 11/04/2025 C 2,845,283 A (1) 2,845,283 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
Class B Common Stock (1) 11/04/2025 C 2,845,283 (1) (1) Class A Common Stock 2,845,283 (2) 0 D
Explanation of Responses:
1. There is no exercise or conversion price for the Class B Common Stock. Shares of Class B Common Stock may be converted immediately on a one-for-one basis by the holder and 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 the 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
2. Not applicable.
Remarks:
Exhibit 99.1 (Signature) is incorporated herein by reference.
See Exhibit 99.1 for Signature 11/06/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Estée Lauder (EL) disclose in this Form 4?

A reporting person converted 2,845,283 Class B shares into 2,845,283 Class A shares on 11/04/2025 (code C).

How many shares were involved in the EL share conversion?

The filing shows 2,845,283 Class B shares converted into 2,845,283 Class A shares.

What was the conversion ratio between EL Class B and Class A?

The filing states a one‑for‑one conversion from Class B to Class A, with no conversion price.

What are the holdings after the transaction?

Beneficial ownership is 2,845,283 shares of Class A Common Stock directly; derivative holdings related to Class B are 0.

Were there any proceeds or prices disclosed for the conversion?

No price applies; the filing notes Class B has no exercise or conversion price and converts one‑for‑one.

When did the EL conversion occur?

The transaction date is 11/04/2025.