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EL insider filing: Class B redemption transfer; 69,402,943 indirect

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

Rhea-AI Filing Summary

Estee Lauder Companies (EL) filed a Form 4 reporting a related-party transfer of Class B Common Stock by LAL Family Partners, L.P. in redemption of limited partnership interests. The transaction is coded “J,” which indicates “other” (non-open market) activity.

Key details: the redemption transfer was based on a price of $89.52 per share. Class B Common Stock is immediately convertible into Class A Common Stock on a one-for-one basis and is automatically converted upon certain transfers or when Class B falls below a threshold, as described. Following the reported transaction, 69,402,943 derivative securities were beneficially owned indirectly, as noted in the filing.

The reporting persons are identified as directors and filed jointly. LAL Family Corporation is the sole general partner of LAL Family Partners and indirectly beneficially owns the Class B shares to the extent of its pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider LAL FAMILY PARTNERS LP, LAL FAMILY CORP
Role 10% Owner | 10% Owner
Type Security Shares Price Value
Other Class B Common Stock 11,034,685 $0.00 $0.00
Holdings After Transaction: Class B Common Stock — 69,402,943 shares (Indirect, Note)
Footnotes (3)
  1. F1. 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. F2. LAL Family Partners, L.P. ("LALFP") transferred shares of Class B Common Stock to three of its limited partners in redemption of their limited partnership interests, based on a price of $89.52 per share.
  3. F3. Owned directly by LALFP. The sole general partner of LALFP is LAL Family Corporation ("LALFC"). As general partner, LALFC indirectly beneficially owns all shares of Class B Common Stock owned by LALFP, to the extent of its pecuniary interest, if any.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What did EL’s Form 4 report about LAL Family Partners, L.P.?
It reported a transfer of Class B Common Stock to three limited partners in redemption of their partnership interests.

What price was used for the redemption transfer noted in EL’s Form 4?
The transfer was based on a price of $89.52 per share.

How are EL’s Class B shares treated with respect to Class A?
Class B Common Stock is immediately convertible into Class A Common Stock on a one-for-one basis and auto-converts under certain conditions.

How many derivative securities were beneficially owned after the transaction?
69,402,943 derivative securities were beneficially owned indirectly following the reported transaction.

Who indirectly beneficially owns the LAL Family Partners shares?
LAL Family Corporation, as sole general partner of LAL Family Partners, indirectly beneficially owns them to the extent of its pecuniary interest.

What was the transaction code used in the filing?
The transaction was coded J, indicating an “other” type of transaction.
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*
LAL FAMILY PARTNERS LP
(Last) (First) (Middle)
C/O THE ESTEE LAUDER COMPANIES INC.
767 FIFTH AVE.
(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/03/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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
Class B Common Stock (1) 11/03/2025 J(2) 11,034,685 (1) (1) Class A Common Stock 11,034,685 (2) 69,402,943 I Note(3)
1. Name and Address of Reporting Person*
LAL FAMILY PARTNERS LP
(Last) (First) (Middle)
C/O THE ESTEE LAUDER COMPANIES INC.
767 FIFTH AVE.
(Street)
NEW YORK NY 10153
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
LAL FAMILY CORP
(Last) (First) (Middle)
767 FIFTH AVENUE
(Street)
NEW YORK NY 10153
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
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. LAL Family Partners, L.P. ("LALFP") transferred shares of Class B Common Stock to three of its limited partners in redemption of their limited partnership interests, based on a price of $89.52 per share.
3. Owned directly by LALFP. The sole general partner of LALFP is LAL Family Corporation ("LALFC"). As general partner, LALFC indirectly beneficially owns all shares of Class B Common Stock owned by LALFP, to the extent of its pecuniary interest, if any.
Remarks:
Exhibit 99.1 (Signatures and Joint Filer Information) is incorporated herein by reference.
See Exhibit 99.1 for Signatures 11/05/2025
** 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