EL insider filing: 15,699 options added; 15,699 shares sold at $88.23 weighted avg

Rhea-AI Filing Summary

Jane Lauder, a director and reported >10% owner of The Estée Lauder Companies Inc. (EL), reported transactions dated 08/21/2025. The filing shows acquisition of 15,699 stock options with an exercise price of $77.35, exercisable in three equal tranches (5,233 shares each) beginning 01/01/2017, 01/01/2018 and 01/01/2019. The filing also reports sales of 15,699 Class A common shares in multiple open-market transactions at a weighted average price of $88.23 (range $88.20–$88.35). Following these reported transactions, beneficial ownership is shown as 58,763 Class A shares, down from 74,462 prior to the transactions. The form is signed on behalf of Jane Lauder by an attorney-in-fact on 08/25/2025.

Positive

• Detailed disclosure of sales prices including weighted-average ($88.23) and price range ($88.20–$88.35)
• Clear explanation of option vesting tranches and plan reference (Amended and Restated Fiscal 2002 Share Incentive Plan)
• Commitment to provide per-price sale breakdowns to the SEC, issuer, or shareholders upon request

Negative

• Beneficial ownership decreased by 15,699 Class A shares (from 74,462 to 58,763)
• Insider open-market sales of 15,699 shares were executed (may be perceived negatively by some investors)

Insights

Securities Analyst

TL;DR: Routine insider option acquisition and matching open-market sale reported; net beneficial holdings declined by 15,699 shares.

The filing documents contemporaneous derivative activity (a stock option grant/award recorded as acquired) and an aggregate open-market sale of the same number of underlying shares. The derivative entry shows an exercise price of $77.35 for 15,699 options with exercisability allocated across three prior vesting dates. The sale entry discloses a weighted-average sale price of $88.23 and a price range of $88.20–$88.35. Beneficial ownership decreased from 74,462 to 58,763 Class A shares after the transactions. This disclosure follows Section 16 reporting requirements and provides price ranges and an undertaking to supply per-price sale breakdowns if requested.

Corporate Governance Expert

TL;DR: Filing reflects standard Section 16 reporting for option-related activity and open-market dispositions by a major shareholder and director.

The record includes clear identification of the reporting person as both a director and a >10% owner and provides transaction codes and explanatory footnotes. The options are tied to the Amended and Restated Fiscal 2002 Share Incentive Plan, and the seller commits to provide a breakdown of sales by price within the disclosed range upon request. The form is properly signed by an attorney-in-fact, satisfying signature requirements for timely 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

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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^*

LAUDER JANE

(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)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025

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	08/21/2025		M		15,699(1)	A	$77.35	74,462	D
Class A Common Stock	08/21/2025		S		15,699(2)	D	$88.23(2)(3)	58,763	D

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)	$77.35	08/21/2025		M			15,699	(1)	09/04/2025	Class A Common Stock	15,699	$0(4)	0	D

Explanation of Responses:

1. Stock options granted pursuant to Amended and Restated Fiscal 2002 Share Incentive Plan in respect of: 5,233 shares exercisable from and after January 1, 2017; 5,233 shares exercisable from and after January 1, 2018; and 5,233 shares exercisable from and after January 1, 2019.

2. The number of securities reported represents an aggregate number of shares sold in multiple open market transactions over a range of sales prices. The price reported represents the weighted average price. The Reporting Person undertakes to provide to the staff of the SEC, the Issuer, or a stockholder of the Issuer, upon request, the number of shares sold by the Reporting Person at each separate price within the range.

3. Sales prices range from $88.20 to $88.35 per share, inclusive.

4. Not applicable.

Remarks:

	Jane Lauder, by Spencer G. Smul, Attorney-in-fact	08/25/2025
	** 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.
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FAQ

What transactions did Jane Lauder report on Form 4 for EL?

The filing reports acquisition of 15,699 stock options at an exercise price of $77.35 and sales of 15,699 Class A shares executed on 08/21/2025.

How many shares does Jane Lauder beneficially own after the reported transactions?

After the reported transactions, Jane Lauder beneficially owns 58,763 Class A common shares.

At what price were the shares sold?

The aggregate open-market sales had a weighted-average price of $88.23 per share, with individual sale prices ranging from $88.20 to $88.35.

When were the option vesting dates for the reported options?

The 15,699 options correspond to three tranches of 5,233 shares each, exercisable from 01/01/2017, 01/01/2018, and 01/01/2019.

Who signed the Form 4 on behalf of Jane Lauder and when?

The Form 4 was signed by Spencer G. Smul, attorney-in-fact for Jane Lauder, on 08/25/2025.