Richard Zannino (EL) converts 3,972 options; holdings held via LLC

Rhea-AI Filing Summary

Richard F. Zannino, a director of The Estée Lauder Companies Inc. (EL), reported exercising stock options on 08/25/2025. He acquired 3,972 Class A common shares by exercising options at a price of $84.35 per share. After the transaction he beneficially owns 12,159 shares indirectly through an LLC for which he has investment power. The options were granted under the companys Non-employee Director Share Incentive Plan and were previously transferred to the LLC; the options list an original exercisability date of 11/12/2016 and an expiration date of 11/12/2025. The Form 4 was signed by an attorney-in-fact on 08/26/2025.

Positive

• Director exercised options to convert equity into 3,972 Class A shares at $84.35 per share
• Post-transaction indirect ownership totals 12,159 shares held via an LLC
• Options were granted under the Non-employee Director Share Incentive Plan and were previously transferred to the LLC
• Form 4 was filed and signed (attorney-in-fact signature) indicating timely disclosure

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine option exercise by a non-employee director, increasing indirect holdings by 3,972 shares; no material change to control.

The filing documents a standard exercise of stock options by Richard F. Zannino, a director, resulting in acquisition of 3,972 Class A shares at $84.35 each. These options were granted under the Non-employee Director Share Incentive Plan and had been transferred to an LLC that holds the shares indirectly. Post-transaction indirect beneficial ownership is 12,159 shares. This is a common form 4 disclosure reflecting compensation-related equity realization rather than an open-market purchase or sale; it does not indicate a change in board control or a material capital event.

Corporate Governance Expert

TL;DR: Disclosure aligns with governance norms: director exercised granted options held in family LLC; properly reported on Form 4.

The report describes an exercise of director-held options previously transferred to an LLC for family benefits, with the reporting person retaining investment power. The use of an LLC for indirect holdings and the timely Form 4 filing (signed by attorney-in-fact) are consistent with standard governance and Section 16 reporting practices. No adverse governance issues or departures are disclosed in this filing; it simply documents compensation-related equity conversion and resulting indirect ownership.

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
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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^*

ZANNINO RICHARD F

(Last) (First) (Middle)

C/O CCMP CAPITAL PARTNERS

277 PARK AVENUE

(Street)

NEW YORK NY 10172

(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)
08/25/2025

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
Class A Common Stock	08/25/2025		M		3,972	A	$84.35	12,159	I	by LLC(1)

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 Option (Right to Buy)(2)	$84.35	08/25/2025		M			3,972	11/12/2016	11/12/2025	Class A Common Stock	3,972	(3)	0	I	by LLC(1)

Explanation of Responses:

1. Limited Liability Company ("LLC") owned by trusts for the benefit of members of the Reporting Person's family. The Reporting Person has investment power over the securities of the Issuer held by the LLC.

2. Stock Options granted to the Reporting Person pursuant to the Issuer's Non-employee Director Share Incentive Plan and previously transferred to the LLC .

3. Not Applicable.

Remarks:

	Richard F. Zannino, by Spencer G. Smul, Attorney-in-fact	08/26/2025
	** 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 transaction did Richard F. Zannino report on Form 4 for EL?

He reported exercising 3,972 stock options on 08/25/2025, acquiring 3,972 Class A common shares at $84.35 per share.

How many Estée Lauder (EL) shares does Zannino beneficially own after the transaction?

After the reported transaction he beneficially owns 12,159 shares, held indirectly through an LLC.

Were the options exercised by Zannino part of a director compensation plan?

Yes, the exercised options were granted under the company's Non-employee Director Share Incentive Plan and had been transferred to the LLC.

When do the exercised options expire?

The options list an exercisability date of 11/12/2016 and an expiration date of 11/12/2025.

When was the Form 4 filed and who signed it?

The Form 4 was dated 08/26/2025 and signed by Richard F. Zannino via Spencer G. Smul, Attorney-in-fact.