Estee Lauder (EL) Form 4: Zannino Reinvests Dividend Equivalents into Stock Units

Rhea-AI Filing Summary

Richard F. Zannino, a director of Estee Lauder Companies Inc. (EL), reported transactions dated 09/16/2025 on a Form 4. The filing shows the acquisition of stock units classified as "Stock Units (Share Payout)" representing the reinvestment of dividend equivalents on outstanding stock units. The filing states 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. The report indicates direct and indirect beneficial ownership positions related to these stock units, with indirect holdings held by an LLC owned by trusts for family members; the Reporting Person has investment power over those LLC-held securities. The Form 4 was signed on 09/17/2025 by an attorney-in-fact.

Positive

• Disclosure of dividend-equivalent reinvestment provides transparent reporting of compensation-related increases in holdings
• Clarification of indirect ownership via an LLC owned by family trusts, with stated investment power, helps investors understand beneficial ownership

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine insider reinvestment of dividend equivalents; no exercise or sale activity disclosed.

This Form 4 documents administrative increases in beneficial holdings through dividend-equivalent reinvestment into stock units rather than market purchases or option exercises. The timing and nature of the units indicate compensation-related deferral mechanics rather than active trading. The filing lists both direct and indirect ownership and clarifies that indirect holdings are held by an LLC controlled for family trusts, with the reporting person retaining investment power. There are no sales, option exercises, or unusual transactional codes that would indicate liquidity events or material shifts in insider intent.

Corporate Governance Expert

TL;DR: Standard disclosure consistent with director compensation and family trust arrangements.

The disclosure explains that dividend equivalents were reinvested into stock units and that payout is deferred until after the director's service ends, which is a common governance practice for deferred director compensation. The report properly identifies indirect ownership via an LLC owned by family trusts and states the reporting person retains investment power, meeting transparency expectations under Section 16 reporting rules. No governance red flags or compliance issues are evident from the information provided.

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
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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^*

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)
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)		8.57		(3)	(3)	Class A Common Stock	8.57	$88.52	2,178.29	D
Stock Units (Share Payout)	(1)	09/16/2025		A(2)		41.65		(3)	(3)	Class A Common Stock	41.65	$88.52	10,577.83	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	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.

FAQ

What transactions did Richard F. Zannino report on Form 4 for EL?

The Form 4 reports the reinvestment of dividend equivalents into "Stock Units (Share Payout)" with transaction date 09/16/2025.

When will the reported stock units be paid out?

The filing states 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."

Does the Form 4 show any sales or option exercises by the reporting person?

No. The filing shows acquisitions via reinvestment of dividend equivalents and does not disclose any sales or option exercises.

What is the nature of the indirect ownership reported on the Form 4?

Indirect ownership is held by an LLC owned by trusts for family members; the Reporting Person has investment power over the securities held by the LLC.

When was the Form 4 signed and filed?

The signature block shows the Form 4 was signed by an attorney-in-fact on 09/17/2025.