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EL Form 4: Gary Lauder Reinvests Dividend Equivalents into 3,595.52 Units

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

Rhea-AI Filing Summary

Gary M. Lauder, a director and >10% owner of Estee Lauder Companies, Inc. (EL), reported an acquisition on 09/16/2025 consisting of dividend-equivalent reinvestments into stock units. The filing states these represent reinvestment of dividend equivalents on outstanding stock units and that the units will be paid out the first business day of the calendar year following the last date of his service as a director. The report shows 3,595.52 stock units beneficially owned following the transaction, a transaction price shown as $88.52, and the ownership form is reported as direct.

Positive

  • Transaction disclosed transparently showing dividend-equivalent reinvestment, transaction date, units, and payout timing
  • Reporting person increased direct holdings by 3,595.52 stock units, aligning interests with shareholders

Negative

  • None.

Insights

TL;DR: Routine insider reinvestment of dividend equivalents into stock units by a director; immaterial to company capital structure.

This Form 4 documents a non-cash acquisition via dividend-equivalent reinvestment, not an open-market purchase or sale. The report shows 3,595.52 stock units following the reinvestment and lists a price of $88.52. Because this is a reinvestment of compensation-related units and not a change in outstanding shares or debt, it is typically neutral for liquidity and valuation metrics. It does, however, increase the reporting person's direct beneficial holdings in a modest amount.

TL;DR: Disclosure aligns with compensation plan mechanics; payout timing tied to termination of director service.

The filing explains the stock units arise from dividend equivalents and specifies that payout occurs the first business day of the year after the reporting person's service ends. This is consistent with deferred compensation arrangements for directors. There is no indication of accelerated vesting, change in plan terms, or related-party transactions that would raise governance concerns. The disclosure appears complete for the specific transaction reported.

Insider LAUDER GARY M
Role Director, 10% Owner
Type Security Shares Price Value
Grant/Award Stock Units (Share Payout) 14.16 $88.52 $1K
Holdings After Transaction: Stock Units (Share Payout) — 3,595.52 shares (Direct)
Footnotes (1)
  1. Not applicable. Represents reinvestment of dividend equivalents on outstanding stock units. 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.
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*
LAUDER GARY M
(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)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/16/2025
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) 09/16/2025 A(2) 14.16 (3) (3) Class A Common Stock 14.16 $88.52 3,595.52 D
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.
Remarks:
Gary M. Lauder, by Spencer G. Smul, Attorney-in-fact 09/17/2025
** 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 Gary M. Lauder report on Form 4 for EL?

The Form 4 reports a 09/16/2025 acquisition representing reinvestment of dividend equivalents into 3,595.52 stock units, reported as direct ownership.

Was this an open-market purchase or a dividend-equivalent reinvestment?

The filing explicitly states it represents reinvestment of dividend equivalents on outstanding stock units.

When will the reported stock units be paid out?

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.

How many shares/units does the Form 4 show after the transaction?

The Form 4 shows 3,595.52 stock units beneficially owned following the reported transaction.

What price is associated with the transaction on the Form 4?

The filing lists a price of $88.52 alongside the reported stock units.