Estee Lauder CEO Awarded RSUs and $91.77 Strike Options; Multi-Year Vesting

Rhea-AI Filing Summary

Stephane de la Faverie, President and CEO of The Este9e Lauder Companies Inc. (EL), received equity awards on 08/28/2025 consisting of restricted stock units (RSUs) and stock options. The filing reports 45,948 RSUs that vest in three roughly equal installments with payouts beginning 11/02/2026 and ending 11/01/2028, 45,549 RSUs that vest and pay out on 11/01/2027, and stock options covering 176,678 shares with an exercise price of $91.77 exercisable in three tranches beginning 11/02/2026 and expiring 08/28/2035. RSUs pay out one share per unit and include cash dividend equivalents; shares will be withheld to cover statutory taxes.

Insights

Corporate Governance Expert

TL;DR: A routine executive compensation grant that ties long-term pay to equity vesting and multi-year exercisability.

The reported awards are structured with multi-year vesting and staggered exercisability, which is consistent with standard long-term incentive practices for senior executives. The inclusion of dividend equivalents and withholding for taxes are customary. The option exercise price of $91.77 and the long expiration through 2035 provide an extended performance horizon. As disclosed, the grants are significant in absolute share counts but the filing does not disclose company-wide dilution metrics or prior holdings, so material impact on capitalization cannot be assessed from this document alone.

Executive Compensation Analyst

TL;DR: Mix of RSUs and long-dated options supports retention and alignment, structured in three tranches.

The awards combine time-based RSUs (45,948 and 45,549 units) and 176,678 stock options exercisable in three tranches beginning in late 2026. This mix typically balances guaranteed equity value at vest with upside through options. The RSU payout schedule and option vesting cadence indicate retention-focused design. The filing does not provide grant-date fair value, target total compensation, or performance conditions, limiting assessment of cost and incentive alignment beyond vesting mechanics disclosed.

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^*

de la Faverie Stephane

(Last) (First) (Middle)

C/O 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)
	President and CEO

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		45,948		11/02/2026(3)	11/01/2028	Class A Common Stock	45,948	(2)	45,948	D
Restricted Stock Units (Share Payout)(1)	(2)	08/28/2025		A		45,549		11/01/2027(4)	11/01/2027	Class A Common Stock	45,549	(2)	45,549	D
Stock Option (Right to Buy)	$91.77	08/28/2025		A		176,678		11/02/2026(5)	08/28/2035	Class A Common Stock	176,678	(2)	176,678	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: 15,316 on November 2, 2026; 15,316 on November 1, 2027; and 15,316 on November 1, 2028.

4. Non-Annual RSUs granted August 28, 2025. Assuming continued employment, these RSUs will vest and be paid out 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: 58,892 shares exercisable from and after November 2, 2026; 58,893 shares exercisable from and after November 1, 2027; and 58,893 shares exercisable from and after November 1, 2028.

Remarks:

	Stephane de la Faverie, 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 awards did EL CEO Stephane de la Faverie receive on 08/28/2025?

He received 45,948 RSUs vesting in three tranches, 45,549 RSUs vesting on 11/01/2027, and 176,678 stock options with a $91.77 exercise price.

When do the RSUs and options become exercisable or payable?

RSUs vest and pay in tranches beginning 11/02/2026 and through 11/01/2028; one RSU grant vests on 11/01/2027. Options are exercisable in tranches beginning 11/02/2026 and expire 08/28/2035.

How are RSUs settled and are there dividend rights?

RSUs settle one-for-one in Class A common stock and include cash dividend equivalents payable at the time of payout; shares are withheld to cover statutory taxes.

What is the exercise price of the stock options granted to the CEO?

The exercise price disclosed for the options is $91.77 per share.

Does the Form 4 disclose the CEO's total beneficial ownership after the grants?

The filing reports the amounts of securities beneficially owned following the reported transactions for each reported award line but does not present an aggregated company-wide beneficial ownership percentage.