[Form 4] The Estee Lauder Companies Inc. Insider Trading Activity

Rhea-AI Filing Summary

Michael Bowes, Executive Vice President & Chief Product Officer of The Estée Lauder Companies Inc. (EL), reported equity awards granted on 08/28/2025 in a Form 4 filing. The filing shows three Restricted Stock Unit (RSU) grants totaling 18,871 RSUs (4,825; 4,783; 9,263) with specified vesting dates in November 2026–2028 and payout in Class A common shares. In addition, 18,550 stock options were granted with an exercise price of $91.77, exercisable in three tranches beginning November 2026 and expiring 08/28/2035. RSUs include cash dividend equivalents and shares may be withheld for taxes. The form was signed by attorney-in-fact on 09/02/2025.

Positive

• Clear alignment of senior executive pay with long-term shareholder value via multi-year vesting RSUs and long-dated options
• Transparent disclosure of vesting schedules, option strike ($91.77), and tax/dividend mechanics in the Form 4 filing

Negative

• Potential dilution from issuance of 37,421 equity instruments (RSUs plus options) if all awards convert/exercised
• Limited context—Form 4 does not disclose aggregate company-wide grant expense or share pool impact, hindering materiality assessment

Insights

Financial Analyst

TL;DR: Routine executive equity grants for retention and alignment; limited immediate market impact absent further context.

The awards granted to Mr. Bowes—18,871 RSUs and 18,550 stock options at a $91.77 strike—appear structured as multi-year retention and performance-linked compensation with staggered vesting through 2028 and long-dated option expiry in 2035. For investors, these grants signal management alignment with long-term shareholder value but are typical of executive compensation programs and not, by themselves, material to valuation. Key considerations would be the aggregate annual run-rate of such grants and potential dilution, which are not disclosed in this Form 4.

Corporate Governance Expert

TL;DR: Standard disclosure of insider awards; governance implications center on pay-for-performance design and dilution monitoring.

The filing transparently reports grant sizes, vesting schedules, and option terms consistent with plan-based awards. RSUs include dividend equivalents and tax withholding mechanics are noted. From a governance perspective, shareholders should view these as standard retention and incentive tools; assessing appropriateness requires comparing grant sizes to peer compensation practices and total outstanding equity-based awards, data not provided here. No unusual transfer, exercise, or sale activity is reported.

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^*

Bowes Michael

(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 & CPO

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		4,825		11/02/2026(3)	11/01/2028	Class A Common Stock	4,825	(2)	4,825	D
Restricted Stock Units (Share Payout)(1)	(2)	08/28/2025		A		4,783		11/01/2027(4)	11/01/2027	Class A Common Stock	4,783	(2)	4,783	D
Restricted Stock Units (Share Payout)(1)	(2)	08/28/2025		A		9,263		11/01/2028(5)	11/01/2028	Class A Common Stock	9,263	(2)	9,263	D
Stock Option (Right to Buy)	$91.77	08/28/2025		A		18,550		11/02/2026(6)	08/28/2035	Class A Common Stock	18,550	(2)	18,550	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: 1,608 on November 2, 2026; 1,608 on November 1, 2027; and 1,609 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. Non-annual RSUs granted August 28, 2025. Assuming continued employment, these RSUs will vest and be paid out on November 1, 2028.

6. Stock options granted pursuant to The Estee Lauder Companies Inc. Amended and Restated Fiscal 2002 Share Incentive Plan in respect of: 6,183 shares exercisable from and after November 2, 2026; 6,183 shares exercisable from and after November 1, 2027; and 6,184 shares exercisable from and after November 1, 2028.

Remarks:

	Michael Bowes, 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.
* 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 did Michael Bowes report on Form 4 for EL?

He reported grants on 08/28/2025 of 18,871 RSUs and 18,550 stock options with an exercise price of $91.77.

When do the RSUs and options vest or become exercisable?

RSUs vest in specified installments on 11/02/2026, 11/01/2027, and 11/01/2028 depending on the grant; options are exercisable in tranches beginning 11/02/2026 through 11/01/2028, expiring 08/28/2035.

Will dividends be paid on the RSUs reported by EL?

Yes. The RSUs are accompanied by dividend equivalent rights payable in cash at the time of payout, per the filing.

Were any shares sold or exercised in this Form 4 filing?

No dispositions or exercises were reported; all transactions listed are grants (acquisitions) of RSUs and options.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by Michael Bowes, by attorney-in-fact Spencer G. Smul on 09/02/2025.

How many total equity instruments were granted to Mr. Bowes?

The filing shows 18,871 RSUs and 18,550 stock options, totaling 37,421 equity instruments reported as grants.