Estee Lauder (EL) Director Files Option Exercise and Share Sale on 08/22/2025

Rhea-AI Filing Summary

Charlene Barshefsky, a director of The Estée Lauder Companies Inc. (EL), reported option exercise and share sale transactions on 08/22/2025. She exercised 3,972 stock options with an exercise price of $84.35 and acquired 3,972 Class A shares. On the same date she sold 3,723 Class A shares at $91.07 per share. After these transactions the filing shows beneficial ownership positions including 53,771.528 and 50,048.528 Class A shares reported as held indirectly by family trusts, plus an additional 29,950 shares by a spousal family trust and 50 shares held by spouse. The filing notes the options were granted under the issuer's Non-employee Director Share Incentive Plan and previously transferred to a family trust.

Positive

• Clear disclosure of option exercise and share sale with specific prices and quantities
• Detailed indirect ownership reporting via family and spousal trusts, increasing transparency

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider exercised options and sold a subset of shares the same day; transactions look routine and non-dilutive.

The filing documents an exercise of 3,972 non-employee director options at $84.35 and a contemporaneous sale of 3,723 shares at $91.07. Beneficial ownership is reported largely through family trusts, with multiple indirect holdings disclosed. These are individual insider liquidity and ownership-reporting events rather than corporate financing or strategic changes. No new grants, material changes in total outstanding shares, or company disclosures beyond the insider transactions are included.

Corporate Governance Expert

TL;DR: Transaction and trust-based holdings are disclosed clearly; governance disclosure appears compliant.

The Form 4 identifies the reporting person as a director and discloses indirect ownership via family and spousal trusts, including the role of trustees. The exercise and sale are annotated with plan and transfer context. The form includes an attorney-in-fact signature. There are no indications of unusual transfer mechanisms or undisclosed related-party transfers in the text provided.

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^*

BARSHEFSKY CHARLENE

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

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2025

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	08/22/2025		M		3,972	A	$84.35	53,771.528	I	by a family trust(1)
Class A Common Stock	08/22/2025		S		3,723	D	$91.07	50,048.528	I	by a family trust(1)
Class A Common Stock								29,950	I	by a spousal family trust(2)
Class A Common Stock								50	I	by spouse

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)(3)	$84.35	08/22/2025		M			3,972	11/12/2016	11/12/2025	Class A Common Stock	3,972	(4)	0	I	by a family trust(1)

Explanation of Responses:

1. Spouse of the reporting person is a trustee.

2. Reporting Person's descendants are trustees and beneficiaries.

3. Stock Options granted to the Reporting Person pursuant to the Issuer's Non-employee Director Share Incentive Plan and previously transferred to a family trust.

4. Not Applicable.

Remarks:

	Charlene Barshefsky, 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.
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 Charlene Barshefsky report on Form 4 for EL?

She reported exercising 3,972 stock options at $84.35 and selling 3,723 Class A shares at $91.07 on 08/22/2025.

How many EL shares does Barshefsky beneficially own after the transactions?

The filing shows indirect holdings reported as 53,771.528 and 50,048.528 Class A shares in separate lines, plus 29,950 shares by a spousal family trust and 50 shares held by spouse.

Were the exercised options part of a director compensation plan?

Yes. The options were granted under the issuer's Non-employee Director Share Incentive Plan and previously transferred to a family trust.

When was the Form 4 signed and by whom?

The signature block shows Charlene Barshefsky, by Spencer G. Smul as attorney-in-fact, dated 08/25/2025.