Estée Lauder (EL) Form 4: Executive awarded RSUs and options totaling 35,116 shares

Rhea-AI Filing Summary

Meridith Webster, Executive Vice President, Global Communications and Public Affairs at The Estée Lauder Companies Inc. (EL), reported equity awards on 08/28/2025. The filing shows grants of 6,025 restricted stock units (annual RSUs), 5,922 restricted stock units (non-annual RSUs), and 23,169 stock options with an exercise price of $91.77. The RSUs vest in specified installments between 11/02/2026 and 11/01/2028, and the options vest in three tranches beginning 11/02/2026 with an expiration on 08/28/2035. RSUs pay out one-for-one in Class A common shares and are subject to statutory tax withholding; RSUs include cash dividend equivalents.

Positive

• Significant equity grants (6,025 RSUs, 5,922 RSUs, and 23,169 options) that align executive compensation with long-term performance
• Multi-year vesting schedule (vesting between 11/02/2026 and 11/01/2028) supports retention
• RSUs include dividend equivalents, preserving economic parity with shareholders until payout

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine executive equity grants align compensation with long-term retention and shareholder alignment.

The Form 4 discloses standard equity-based compensation rather than open-market purchases or sales. Annual and non-annual RSUs vest over multi-year schedules, which supports retention objectives and ties pay to future performance or continued service. The inclusion of dividend equivalents is customary and preserves economic parity with shareholders until payout. Because these are awards granted by the company, they are not direct buy/sell signals but reflect board-approved compensation practices.

Securities Analyst

TL;DR: Materiality is limited; grants are sizeable in share count but represent routine executive compensation.

The filing quantifies 35,116 RSUs/option-based instruments awarded in aggregate (6,025+5,922+23,169 underlying shares). Options carry a $91.77 strike and expire in 2035, with staggered exercisability beginning November 2026, which creates multi-year potential dilution but aligns incentives across periods. Investors should note these are grants, not dispositions, so immediate share supply impact is through future vesting and withholding at payout.

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

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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^*

Webster Meridith

(Last) (First) (Middle)

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Exec VP GlobalComm/PubAffairs

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2025

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
Restricted Stock Units (Share Payout)(1)	(2)	08/28/2025		A		6,025		11/02/2026(3)	11/01/2028	Class A Common Stock	6,025	(2)	6,025	D
Restricted Stock Units (Share Payout)(1)	(2)	08/28/2025		A		5,922		11/01/2027(4)	11/01/2027	Class A Common Stock	5,922	(2)	5,922	D
Stock Option (Right to Buy)	$91.77	08/28/2025		A		23,169		11/02/2026(5)	08/28/2035	Class A Common Stock	23,169	(2)	23,169	D

Explanation of Responses:

1. RSUs vest and are paid out in shares of Class A Common Stock on a one-to-one basis on the applicable vesting date. RSUs generally vest in three approximately equal installments unless otherwise indicated. Upon payout, shares are withheld to cover statutory tax obligations. RSUs are accompanied by dividend equivalent rights payable in cash at the time of the payout of the related shares.

2. Not applicable.

3. Annual RSUs granted August 28, 2025. Assuming continued employment, these RSUs will vest and be paid out as follows: 2,008 on November 2, 2026; 2,008 on November 1, 2027; and 2,009 on November 1, 2028.

4. Non-Annual RSUs granted August 28, 2025. Assuming continued employment, these RSUs will vest and be paid on November 1, 2027.

5. Stock options granted pursuant to The Estee Lauder Companies Inc. Amended and Restated Fiscal 2002 Share Incentive Plan in respect of: 7,723 shares exercisable from and after November 2, 2026; 7,723 shares exercisable from and after November 1, 2027; and 7,723 shares exercisable from and after November 1, 2028.

Remarks:

	Meridith Webster, by Spencer G. Smul, attorney-in-fact	09/02/2025
	** 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 insider transactions did Meridith Webster report for EL on 08/28/2025?

The Form 4 reports grants of 6,025 annual RSUs, 5,922 non-annual RSUs, and 23,169 stock options (strike $91.77), all reported on 08/28/2025.

When do the RSUs and options awarded to Meridith Webster vest?

RSUs vest in tranches on 11/02/2026, 11/01/2027, and 11/01/2028 for the annual grant, with the non-annual RSUs vesting on 11/01/2027. Options become exercisable in matching tranches beginning 11/02/2026.

What is the expiration date of the stock options granted to Meridith Webster?

The stock options expire on 08/28/2035.

How are the RSUs settled and are there tax withholdings?

RSUs are paid out one-for-one in Class A common stock at payout and shares are withheld to cover statutory tax obligations; RSUs include cash dividend equivalents payable at payout.

What is Meridith Webster's role at The Estée Lauder Companies?

She is reported as an Officer, specifically Executive Vice President, Global Communications and Public Affairs.