Estee Lauder (EL) Director Reports Option Exercise and Share Sale

Rhea-AI Filing Summary

Lynn Forester de Rothschild, a director of The Estée Lauder Companies Inc. (EL), reported transactions on 08/29/2025. The filing shows exercise/acquisition of 3,972 shares at a weighted average price of $84.35 and the sale of 3,702 shares at prices ranging from $91.65 to $91.68. After these transactions the reporting person beneficially owned 15,479 shares of Class A common stock. The derivative section records that 3,972 stock options with an exercise price of $84.35 (granted 11/12/2016, expiring 11/12/2025) were exercised, and zero derivative securities remain beneficially owned. The form is signed by attorney-in-fact on 09/02/2025.

Positive

• Exercise of options (3,972 shares at $84.35) indicates use of existing director grant rather than new compensation issuance
• Transparent reporting with aggregate weighted-average price and offer to provide per-price breakdown to SEC or issuer upon request

Negative

• Reduction in beneficial ownership from 19,181 shares to 15,479 shares following the reported sale of 3,702 shares
• Options expired within one year (expiration 11/12/2025) were exercised, reducing outstanding director-held derivatives to zero

Insights

Securities Analyst

TL;DR: Director exercised options and sold a portion of shares; net holdings decreased modestly.

The reporting shows a non-leveraged exercise of 3,972 options at $84.35 and contemporaneous open-market sales of 3,702 shares at $91.65–$91.68. The transactions are routine Section 16 activity by a director and result in reported beneficial ownership falling to 15,479 shares. There is no indication of hedging or retention plan language in this filing. The activity is material only as a disclosure of insider trades; it does not by itself change company fundamentals.

Corporate Governance Expert

TL;DR: Typical director equity activity—option exercise then partial sale; filing complies with Section 16 reporting.

The Form 4 documents exercise of long-dated director options (grant date 11/12/2016, expiration 11/12/2025) and resulting share sale. The filer's beneficial ownership is explicitly reported before and after the trades. Signature by attorney-in-fact is provided. From a governance standpoint, the filing meets required disclosure standards; no additional governance items are disclosed.

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^*

FORESTER LYNN

(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)
08/29/2025

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	08/29/2025		M		3,972	A	$84.35	19,181	D
Class A Common Stock	08/29/2025		S		3,702	D	$91.65(1)(2)	15,479	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)(3)	$84.35	08/29/2025		M			3,972	11/12/2016	11/12/2025	Class A Common Stock	3,972	(4)	0	D

Explanation of Responses:

1. The number of securities reported represents an aggregate number of shares purchased in multiple open market transactions over a range of purchase 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 purchased by the Reporting Person at each separate price within the range.

2. Sales prices range from $91.65 to $91.68 per share, inclusive.

3. Stock Options granted pursuant to the Issuer's Non-Employee Director Share Incentive Plan.

4. Not applicable.

Remarks:

	Lynn Forester de Rothschild, 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 transactions did Lynn Forester de Rothschild report on Form 4 for EL?

The filing reports an acquisition/exercise of 3,972 shares at a weighted average price of $84.35 and a sale of 3,702 shares at prices ranging from $91.65 to $91.68, all dated 08/29/2025.

How many shares does the reporting person beneficially own after the transactions?

After the reported transactions the reporting person beneficially owned 15,479 shares of Class A common stock.

Were any derivative securities involved and what happened to them?

Yes. The filing shows exercise of 3,972 stock options with an exercise price of $84.35 (grant date 11/12/2016, expiration 11/12/2025). The number of derivative securities beneficially owned following the transaction is reported as 0.

When was the Form 4 signed and who signed it?

The form is signed by Lynn Forester de Rothschild, by Spencer G. Smul, Attorney-in-fact and dated 09/02/2025.

Does the filing provide price details for the purchases and sales?

Yes. The weighted average purchase price is reported as $84.35. Sales prices are reported to range from $91.65 to $91.68, and the filer offers to provide a per-price breakdown on request.