Estée Lauder (EL) Director Reports 211.37 Stock Units From Dividend Reinvestment

Rhea-AI Filing Summary

Paul J. Fribourg, a director of Estée Lauder Companies Inc. (EL), reported two non-derivative stock unit acquisitions on 09/16/2025 that reflect dividend reinvestment into equity-based compensation. The report shows 53.51 stock units for stock payout and 157.86 stock units for cash payout, each with an indicated per-unit value of $88.52, resulting in beneficial ownership amounts of 13,588.96 and 40,083.55 respectively following the transactions. The filing states these units are reinvested dividend equivalents and will be paid out the first business day of the calendar year following the end of the director’s service. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person.

Insights

Financial Analyst

TL;DR: Routine dividend-equivalent reinvestment into stock units by a director; immaterial to company-wide capital structure.

The transactions recorded are dividend-equivalent reinvestments into existing stock unit awards rather than open-market purchases or sales. The quantities (53.51 and 157.86 stock units) and the stated unit value of $88.52 indicate modest increases in the reporting person's beneficial holdings in the form of vested units to be paid after service ends. There is no indication of cash purchases, option exercises, or transfers that would alter outstanding share count materially. This is a standard insider bookkeeping event and does not represent a change in corporate control or a market-moving insider trade.

Corporate Governance Expert

TL;DR: Disclosure is consistent with compensation plan mechanics and Section 16 reporting; no governance concern evident.

The Form 4 discloses reinvestment of dividend equivalents on outstanding stock units and specifies payout timing tied to termination of director service, which matches common deferred compensation design for directors. The filing is executed by an attorney-in-fact and includes the required explanatory footnotes about timing and nature of the units. There are no departures, loans, or unusual related-party transactions disclosed. From a governance perspective, this appears to be routine compliance with Section 16 reporting obligations.

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^*

FRIBOURG PAUL J

(Last) (First) (Middle)

C/O CONTIGROUP 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		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)		53.51		(3)	(3)	Class A Common Stock	53.51	$88.52	13,588.96	D
Stock Units (Cash Payout)	(1)	09/16/2025		A(2)		157.86		(3)	(3)	Class A Common Stock	157.86	$88.52	40,083.55	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:

	Paul J. Fribourg, 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.
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FAQ

What transactions did Paul J. Fribourg report on Form 4 for EL?

He reported reinvestment of dividend equivalents into stock units dated 09/16/2025: 53.51 stock units (stock payout) and 157.86 stock units (cash payout).

Are these open-market purchases or sales reported on the Form 4?

No. The filing indicates these are reinvested dividend equivalents on outstanding stock units, not open-market trades or option exercises.

What is the reported per-unit value for the stock units?

$88.52 per unit as stated in the filing for both stock and cash payout units.

When will the stock units be paid out to the reporting person?

The 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.

Who signed the Form 4?

Paul J. Fribourg, by Spencer G. Smul, Attorney-in-fact, signed the filing on 09/17/2025.