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[Form 4] ESTEE LAUDER COMPANIES INC Insider Trading Activity

Filing Impact
(High)
Filing Sentiment
(Very Negative)
Form Type
4
Rhea-AI Filing Summary

Estée Lauder (EL): Form 4 insider transaction

A reporting person sold 5,670,000 shares of Class A Common Stock on 11/06/2025 at $89.70 per share, coded “S,” noted as a sale in an underwritten registered public offering. Following the transaction, the reporting person reported 0 shares beneficially owned, held directly.

Positive
  • None.
Negative
  • None.

Insights

Large insider conducted a full exit via an underwritten public sale; increases float and removes a prior 10% holder.

A reporting person sold 5,670,000 shares of Class A Common Stock on 11/06/2025 at $89.7 per share under transaction code S, described as an underwritten registered public offering. Following the sale, the reported beneficial ownership is 0 shares, with ownership previously listed as direct. The reporting person was identified as a Director and 10% Owner prior to this transaction.

What it means: this was a secondary sale by an insider, not an option exercise or routine transfer. The complete reduction to zero removes this holder from 10% status and increases publicly available float. As this was an underwritten offering, the sale was executed in a single, organized transaction rather than open‑market dribbles, concentrating supply at a set price.

Why it matters: changes in control blocks can affect governance dynamics when a prior 10% holder exits entirely. Items to watch: any subsequent Schedule 13D/G amendments reflecting loss of 10% status, any related governance disclosures, and any issuer filings around the offering mechanics and timing around 11/07/2025 signature.

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
X
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*
LAL 2015 ELF Trust

(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)
11/06/2025
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 11/06/2025 S(1) 5,670,000 D $89.7 0 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
Explanation of Responses:
1. Sale in underwritten registered public offering.
Remarks:
Exhibit 99.1 (Signature) is incorporated herein by reference.
See Exhibit 99.1 for Signature 11/07/2025
** 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 the EL Form 4 report?

A sale of 5,670,000 Class A shares at $89.70 per share on 11/06/2025, coded “S.”

Was the EL share sale part of a public offering?

Yes. The footnote states: Sale in underwritten registered public offering.

How many EL shares does the reporting person hold after the sale?

The filing shows 0 shares beneficially owned following the transaction.

What security was involved in the EL transaction?

Class A Common Stock of Estée Lauder Companies Inc. (EL).

What was the transaction code on the EL Form 4?

Code S, indicating an open-market or similar sale, with a footnote specifying an underwritten registered public offering.

How was ownership reported on the EL Form 4?

Ownership form was listed as Direct (D).
Estee Lauder Companies

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31.63B
233.69M
0.43%
95.63%
3.09%
Household & Personal Products
Perfumes, Cosmetics & Other Toilet Preparations
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