Estée Lauder (EL) Form 4: Hudis receives multi-year RSUs and options

Rhea-AI Filing Summary

Jane Hertzmark Hudis, Executive Vice President & Chief Brand Officer of The Estée Lauder Companies (EL) received equity awards on 08/28/2025 consisting of 20,475 restricted stock units vesting in three annual tranches beginning 11/02/2026, 20,297 restricted stock units vesting 11/01/2027, and 78,727 stock options with an exercise price of $91.77 and staggered exercisability beginning 11/02/2026 through 11/01/2028. RSUs pay out one-for-one in Class A common shares and include dividend equivalents; shares will be withheld at payout for taxes. The form is a Section 16 filing reporting these grants; all holdings are reported as direct beneficial ownership.

Positive

• Alignment with shareholders: RSUs and options incentivize long-term performance by vesting over multiple years
• Transparency: Filing discloses award sizes, vesting schedules, and option strike price ($91.77)

Negative

• Potential dilution: Awards represent 119,499 shares/options that could increase outstanding share count if vested/exercised
• Concentration of compensation: Significant equity allocation to a single senior officer may modestly increase executive shareholding concentration

Insights

Financial Analyst

TL;DR: Executive received standard long-term incentives; modest near-term dilution but aligns pay with performance.

The grants—totaling 119,499 equity instruments (RSUs plus options)—are typical annual and supplemental compensation for a senior executive and appear intended to retain and align management with shareholder value creation. The option strike of $91.77 sets a clear performance threshold for value realization. Impact on EPS and share count depends on future vesting, exercise behavior, and tax-withholding share retention; absent sales or exercises, immediate cash impact is nil while potential dilution is limited to the aggregate share count reported.

Corporate Governance Expert

TL;DR: Compensation structure uses time-based RSUs and multi-year exercisable options—standard governance practice.

The mix of time-vested RSUs with dividend equivalents and multi-year-staggered options aligns with conventional governance practices to promote retention and multi-year performance orientation. Reporting as direct ownership is appropriate. Material governance considerations include monitoring cumulative executive dilution and ensuring award sizes are consistent with peer practices; the filing itself discloses the material terms transparently.

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
Estimated average burden
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^*

Hertzmark Hudis Jane

(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 & CBO

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		20,475		11/02/2026(3)	11/01/2028	Class A Common Stock	20,475	(2)	20,475	D
Restricted Stock Units (Share Payout)(1)	(2)	08/28/2025		A		20,297		11/01/2027(4)	11/01/2027	Class A Common Stock	20,297	(2)	20,297	D
Stock Option (Right to Buy)	$91.77	08/28/2025		A		78,727		11/02/2026(5)	08/28/2035	Class A Common Stock	78,727	(2)	78,727	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: 6,825 on November 2, 2026; 6,825 on November 1, 2027; and 6,825 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: 26,242 shares exercisable from and after November 2, 2026; 26,242 shares exercisable from and after November 1, 2027; and 26,243 shares exercisable from and after November 1, 2028.

Remarks:

	Jane Hertzmark Hudis, 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 Jane Hertzmark Hudis report on Form 4 for EL?

The Form 4 reports 20,475 RSUs20,297 RSUs78,727 stock options exercisable beginning 11/02/2026 through 11/01/2028 at a strike price of $91.77.

When do the reported RSUs and options become exercisable or payable?

One RSU grant vests in three tranches: 11/02/2026, 11/01/2027, and 11/01/2028; the other RSU vests on 11/01/2027. Options become exercisable in three tranches beginning 11/02/2026 with final tranche 11/01/2028.

How many total shares could be issued if all reported awards vest or are exercised?

The Form 4 shows a total of 119,499 equity instruments (20,475 + 20,297 + 78,727) that could result in share issuance upon RSU payout or option exercise.

What is the exercise price for the stock options reported on Form 4?

The reported stock options have an exercise price of $91.77 per share.

Do the RSUs include dividend rights?

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