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

Rhea-AI Filing Summary

The Estee Lauder Companies Inc. (EL) Form 4 shows insider equity awards and option grants to Akhil Shrivastava, Executive Vice President & Chief Financial Officer. On 08/28/2025 Mr. Shrivastava was granted 8,199 RSUs (annual grant) vesting in three roughly equal installments beginning 11/02/2026, 8,655 RSUs (non-annual) vesting 11/01/2027, and 31,525 stock options with an exercise price of $91.77 and staged exercisability beginning 11/02/2026; the total shares underlying these awards equal 48,379. RSUs pay out one-for-one in Class A common stock with cash dividend equivalents and shares may be withheld for taxes. The Form 4 is signed on behalf of Mr. Shrivastava by an attorney-in-fact on 09/02/2025.

Positive

• Multi-year vesting of RSUs and options aligns the CFO with long-term shareholder interests
• Total of 48,379 equity awards combines RSUs and options to incentivize performance and retention
• Clear disclosure of vesting dates, exercisability tranches, and option exercise price ($91.77)

Negative

• Potential increase in share count of 48,379 if all awards are paid/exercised, which could dilute existing shareholders
• No performance-based vesting disclosed for the non-annual RSUs (they are time-based), which may not directly tie pay to measurable goals

Insights

Financial Analyst

TL;DR: Routine executive compensation grants align CFO interests with shareholders through multi-year vesting and equity upside.

The awards combine time-based restricted stock units and long-dated stock options, tying compensation to multi-year performance and retention through vesting dates in 2026–2028. The option exercise price of $91.77 establishes the strike level for future upside. The structure—annual and non-annual RSUs plus staggered option tranches—is consistent with common pay-for-performance and retention practices for senior finance executives.

Corporate Governance Expert

TL;DR: Grants appear standard for a senior officer; vesting schedule supports retention without immediate concentration risk.

Time-based vesting across multiple years provides clear retention incentives and aligns the CFO with long-term shareholder value. RSUs include dividend equivalents payable in cash at payout, which is typical. The filing discloses the full quantities, exercisability schedule, and withholding practice for taxes, meeting disclosure expectations for Section 16 reporting.

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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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^*

Shrivastava Akhil

(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)
	Exec VP & CFO

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		8,199		11/02/2026(3)	11/01/2028	Class A Common Stock	8,199	(2)	8,199	D
Restricted Stock Units (Share Payout)(1)	(2)	08/28/2025		A		8,655		11/01/2027(4)	11/01/2027	Class A Common Stock	8,655	(2)	8,655	D
Stock Option (Right to Buy)	$91.77	08/28/2025		A		31,525		11/02/2026(5)	08/28/2035	Class A Common Stock	31,525	(2)	31,525	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: 2,733 on November 2, 2026; 2,733 on November 1, 2027; and 2,733 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: 10,508 shares exercisable from and after November 2, 2026; 10,508 shares exercisable from and after November 1, 2027; and 10,509 shares exercisable from and after November 1, 2028.

Remarks:

	Akhil Shrivastava, 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 awards did EL CFO Akhil Shrivastava receive on 08/28/2025?

He received 8,199 RSUs (annual), 8,655 RSUs (non-annual), and 31,525 stock options with an exercise price of $91.77.

When do the RSUs and options become exercisable or payable?

RSUs vest with payouts on 11/02/2026, 11/01/2027, and 11/01/2028 for the annual grant and 11/01/2027 for the non-annual RSUs. Option tranches become exercisable starting 11/02/2026, with further tranches on 11/01/2027 and 11/01/2028.

What is the total number of shares underlying the reported awards?

The Form 4 reports a total of 48,379 shares underlying the RSUs and options (8,199 + 8,655 + 31,525).

Are dividend equivalents paid on the RSUs?

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

How are taxes handled when RSUs are paid out?

The filing notes that upon payout shares are withheld to cover statutory tax obligations.