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

Rhea-AI Filing Summary

Roberto Canevari, Executive Vice President & CVCO of The Estée Lauder Companies Inc. (EL), reported equity awards dated 08/28/2025. The Form 4 shows three grant types paid in Class A common stock and held directly: 10,821 restricted stock units (annual RSUs) vesting in three equal installments beginning 11/02/2026; 10,727 non-annual RSUs vesting 11/01/2027; and stock options covering 41,607 shares with an exercise price of $91.77, exercisable in three tranches beginning 11/02/2026 and expiring 08/28/2035. The filing was signed by an attorney-in-fact on 09/02/2025.

Positive

• Multi-year vesting aligns executive incentives with long-term shareholder value
• Direct ownership simplifies beneficial ownership and reduces attribution complexity
• Dividend equivalents on RSUs preserve economic value until payout

Negative

• No grant-date dollar values disclosed, limiting assessment of compensation magnitude
• Filing lacks context on percent of outstanding shares or historical grants to assess dilution

Insights

Corporate Governance Expert

TL;DR: Significant equity grants align executive compensation with share-price performance and retention, structured over multi-year vesting.

The reported awards—annual RSUs, a single non-annual RSU tranche, and multi-year stock options—reflect typical long-term incentive design to retain senior management and tie pay to equity performance. Vesting dates spread across 2026–2028 and option expiry in 2035 create multi-year alignment. All holdings are reported as direct, reducing complexity around indirect beneficial ownership. No additional governance concerns or departures are disclosed in this Form 4.

Compensation/Equity Analyst

TL;DR: The aggregate award of 63,155 share-equivalents is material for an executive but lacks disclosed grant-date fair value or company-wide context.

Combining 21,548 RSUs and 41,607 stock options represents a sizable equity grant. The option exercise price is $91.77, and options are exercisable in three roughly equal tranches starting 11/02/2026. RSUs include dividend equivalents paid in cash at payout. The filing provides explicit vesting schedules but does not include award value, percent of outstanding shares, or how grants compare to prior awards, limiting quantitative assessment of dilution or pay magnitude.

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

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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^*

Canevari Roberto

(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 & CVCO

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		10,821		11/02/2026(3)	11/01/2028	Class A Common Stock	10,821	(2)	10,821	D
Restricted Stock Units (Share Payout)(1)	(2)	08/28/2025		A		10,727		11/01/2027(4)	11/01/2027	Class A Common Stock	10,727	(2)	10,727	D
Stock Option (Right to Buy)	$91.77	08/28/2025		A		41,607		11/02/2026(5)	08/28/2035	Class A Common Stock	41,607	(2)	41,607	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: 3,607 on November 2, 2026; 3,607 on November 1, 2027; and 3,607 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: 13,869 shares exercisable from and after November 2, 2026; 13,869 shares exercisable from and after November 1, 2027; and 13,869 shares exercisable from and after November 1, 2028.

Remarks:

	Roberto Canevari, 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 equity awards did Roberto Canevari report on Form 4 for EL?

The Form 4 reports 10,821 annual RSUs, 10,727 non-annual RSUs, and 41,607 stock options granted on 08/28/2025.

When do Canevari's RSUs and options vest or become exercisable?

Annual RSUs vest in three installments starting 11/02/2026; non-annual RSUs vest 11/01/2027; options are exercisable in three tranches beginning 11/02/2026 and expire 08/28/2035.

What is the exercise price of the stock options reported in the EL Form 4?

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

Are the reported holdings direct or indirect for Roberto Canevari?

All reported holdings in this Form 4 are held directly (D) by the reporting person.

Does the Form 4 disclose economic rights like dividends for the RSUs?

Yes, the RSUs are accompanied by dividend equivalent rights payable in cash when the related shares are paid out.