Aerin Lauder (NYSE: EL) details 7.2% stake and 13.7% voting power

Rhea-AI Filing Summary

Aerin Lauder filed an eighth amendment updating her beneficial ownership in The Estée Lauder Companies following internal family estate-planning moves. After transfers of Class B shares to trusts and changes in trustee roles, she beneficially owns 19,102,009 shares of Class A common stock equivalents, or 7.2% of the Class A shares outstanding as of January 29, 2026.

Because Class B shares carry ten votes each, her holdings represent about 13.7% of the company’s total voting power, assuming no conversion of Class B shares. A portion of the family’s Class B holdings, including 4,768,846 shares now in the RSL Shares Trust where she is trustee, remains pledged as collateral under a $100 million credit facility with JPMorgan Chase Bank. The amendment states the transactions were undertaken for estate planning, and she currently has no specific plans for corporate control actions.

Insights

Equity ownership & governance analyst

Filing updates Aerin Lauder’s economic and voting stake after estate-planning transfers.

The amendment shows Aerin Lauder beneficially owning 19,102,009 Class A-equivalent shares, or 7.2% of outstanding Class A, largely through multiple trusts holding Class B stock. Class B carries ten votes per share, giving her about 13.7% aggregate voting power.

The changes arise from an April 2026 transfer of 4,768,846 Class B shares into the RSL Shares Trust and a March 2026 trustee change for the 2012 RSL 4202 Trust. The filing characterizes these moves as estate planning, without current plans for mergers, control shifts, or other corporate actions.

A key structural detail is that 4,768,846 RSL Shares Trust Class B shares remain pledged under a Loan Facility with JPMorgan, which provides up to $100 million of available credit. In specified events, the lender could require prepayment, more collateral, or foreclose on pledged shares, so future ownership and voting concentration could depend on how this facility is managed.

Key Figures

Beneficial ownership: 19,102,009 shares Class A ownership percentage: 7.2% Aggregate voting power: 13.7% +5 more

8 metrics

Beneficial ownership 19,102,009 shares Class A common stock equivalents after transfers and trustee changes

Class A ownership percentage 7.2% Portion of Class A common stock outstanding as of January 29, 2026

Aggregate voting power 13.7% Voting power from 1,692 Class A and 19,100,317 Class B shares assuming no conversion

RSL Shares Trust holdings 4,768,846 shares Class B shares held by RSL Shares Trust with Aerin Lauder as sole trustee

2008 Descendants Trust holdings 4,910,594 shares Class B shares with shared voting and dispositive power as co-trustee

4202 Trust holdings 36,961 shares Class B shares indirectly owned via 4202 Trust with Aerin Lauder as shares trustee

JPMorgan Loan Facility $100 million Line of available credit secured by pledged Class B shares

Direct Class B holdings 1,675,010 shares Class B shares held directly by Aerin Lauder

Key Terms

Grantor Retained Annuity Trust, Stockholders' Agreement, Registration Rights Agreement, Loan Facility, +2 more

6 terms

Grantor Retained Annuity Trust financial

"The Aerin Lauder Zinterhofer 2008 Grantor Retained Annuity Trust (the "ALZ 2008 GRAT")"

A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.

Stockholders' Agreement financial

"the RSL Shares Trust became a party to the Stockholders' Agreement"

Registration Rights Agreement financial

"Mr. Lauder's rights under the Registration Rights Agreement, dated November 22, 1995"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Loan Facility financial

"pledged by Mr. Lauder to secure a loan under a loan facility (the "Loan Facility")"

A loan facility is a formal agreement with a bank or lender that lets a company borrow money up to a set limit under agreed terms — like a large credit card or mortgage tailored for a business. It matters to investors because it determines how easily a company can get cash for operations, growth or debt repayment, and influences interest costs, leverage and any lender-imposed rules that can affect future strategy and risk.

Permitted Transferee financial

"automatically converted into one share of Class A Common Stock upon transfer to a person who is not a Permitted Transferee"

aggregate voting power financial

"constitute 13.7% of the aggregate voting power of the Issuer"

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

ESTEE LAUDER COMPANIES INC

(Name of Issuer)

CLASS A COMMON STOCK PAR VALUE $.01 PER SHARE

(Title of Class of Securities)

518439104

(CUSIP Number)

PAULA A. RYAN, ESQ.
DAVIS POLK & WARDWELL LLP, 450 LEXINGTON AVENUE
New York, NY, 10017
212-450-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/08/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 518439104

1

Name of reporting person

Aerin Lauder

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 14,191,415.00
8	Shared Voting Power 4,910,594.00
9	Sole Dispositive Power 14,191,415.00
10	Shared Dispositive Power 4,910,594.00

11

Aggregate amount beneficially owned by each reporting person

19,102,009.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.2 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

This Amendment No. 8 (this "Amendment") is the eighth amendment to the Statement on Schedule 13D that was initially filed with the Securities and Exchange Commission on January 14, 2009 by The Aerin Lauder Zinterhofer 2008 Grantor Retained Annuity Trust (the "ALZ 2008 GRAT") and Aerin Lauder, a/k/a Aerin Lauder Zinterhofer ("ALZ" or the "Reporting Person"), as amended by Amendment No. 1 filed on April 26, 2010, Amendment No. 2 filed on May 27, 2010, Amendment No. 3 filed on April 23, 2015, Amendment No. 4 filed on May 8, 2019, Amendment No. 5 filed on June 14, 2021, Amendment No. 6 filed on August 30, 2021, and Amendment No. 7 filed on December 10, 2024 (the "Schedule 13D"). The ALZ 2008 GRAT ceased to be a reporting person on this Schedule 13D upon the filing of Amendment No. 3 described in the preceding sentence. Unless indicated otherwise, all items left blank remain unchanged and any items that are reported are deemed to amend and supplement the existing items in the Schedule 13D. Capitalized terms used in this Amendment and not defined herein have the respective meanings ascribed to such terms in the Schedule 13D.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: CLASS A COMMON STOCK PAR VALUE $.01 PER SHARE
(b)	Name of Issuer: ESTEE LAUDER COMPANIES INC
(c)	Address of Issuer's Principal Executive Offices: 767 FIFTH AVE, New York, NEW YORK , 10153.
Item 3.	Source and Amount of Funds or Other Consideration
	This Amendment is being filed solely as a result of (i) a transfer of Class B Common Stock, effective April 8, 2026, to the RSL Shares Trust u/a/d March 2, 2026 (the "RSL Shares Trust"), of which ALZ is sole trustee (the "Transfer to RSL Trust") and (ii) the appointment of ALZ as the shares trustee, effective March 18, 2026, of The 2012 RSL 4202 Trust (the "Change in 4202 Trustee"). On March 2, 2026, ALZ was appointed sole trustee of the RSL Shares Trust. On April 8, 2026, Ronald S. Lauder transferred 4,768,846 shares of Class B Common Stock to the RSL Shares Trust, and ALZ as sole trustee became beneficial owner of such shares. No consideration was paid in connection with the appointment of ALZ as the trustee. In connection with Mr. Lauder's transfer of shares, (i) the RSL Shares Trust became a party to the Stockholders' Agreement and (ii) Mr. Lauder's rights under the Registration Rights Agreement, dated November 22, 1995 (filed as Exhibit 10.2 to the Issuer's Annual Report on Form 10-K for the fiscal year ended June 30, 2003), were assigned to the RSL Shares Trust. On March 18, 2026, ALZ replaced David A. Stein as shares trustee of the 4202 Trust, which indirectly holds, through 4202 Corporation, its wholly owned subsidiary, 36,961 shares of Class B Common Stock, and became beneficial owner of such shares. No consideration was paid in connection with the Change in 4202 Trustee.
Item 4.	Purpose of Transaction
	The Transfer to RSL Trust occurred on April 8, 2026, and the Change in 4202 Trustee occurred on March 18, 2026, as described in Item 3 of this Amendment. These transactions occurred for estate planning purposes.
Item 5.	Interest in Securities of the Issuer
(a)	The responses of the Reporting Person to Rows (11) through (13) of the cover page of this Amendment are incorporated herein by reference. The Transfer to RSL Trust and the Change in 4202 Trustee occurred on April 8, 2026 and March 18, 2026, respectively, as described in Item 3 of this Amendment. The Reporting Person currently has no plans or proposals of the type set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Person reserves the right to change her plans at any time, as she deems appropriate, and accordingly the Reporting Person may acquire additional shares of Class B Common Stock in private transactions or additional shares of Class A Common Stock in open market transactions, in each case for investment purposes, and may dispose of shares of Class A Common Stock and Class B Common Stock. After giving effect to the Transfer to RSL Trust and Change in 4202 Trustee, the Reporting Person beneficially owns 19,102,009 shares of Class A Common Stock as follows: 1,692 shares of Class A Common Stock held directly by her; 1,675,010 shares of Class A Common Stock via her direct holding of the same number of shares of Class B Common Stock; 7,708,906 shares of Class A Common Stock via her indirect holding of the same number of shares of Class B Common Stock as sole trustee and beneficiary of the ALZ 2000 Revocable Trust; 4,910,594 shares of Class A Common Stock via her indirect holding of the same number of Class B Common Stock as a co-trustee of the 2008 Descendants Trust; 4,768,846 shares of Class A Common Stock via her indirect holding of the same number of Class B Common Stock as sole trustee of the RSL Shares Trust; and 36,961 shares of Class A Common Stock via her indirect holding of the same number of Class B Common Stock as the shares trustee of the 4202 Trust. Each share of Class B Common Stock (i) is convertible at the option of the holder into one share of Class A Common Stock and (ii) is automatically converted into one share of Class A Common Stock upon transfer to a person who is not a Permitted Transferee, as that term is defined in the Issuer's Certificate of Incorporation, or soon after a record date for a meeting of stockholders where the outstanding Class B Common Stock constitutes less than 10% of the outstanding shares of common stock of the Issuer. Assuming conversion of all such shares of Class B Common Stock beneficially owned by ALZ after giving effect to the Transfer to RSL Trust and Change in 4202 Trustee, ALZ would beneficially own 19,102,009 shares of Class A Common Stock, which would constitute 7.2% of the number of shares of Class A Common Stock outstanding (based on the number of shares of Class A Common Stock outstanding as of January 29, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2025). Each share of Class A Common Stock entitles the holder to one vote on each matter submitted to a vote of the Issuer's stockholders, and each share of Class B Common Stock entitles the holder to ten votes on each such matter, including the election of directors of the Issuer. Assuming no conversion of any of the outstanding shares of Class B Common Stock, the 1,692 shares of Class A Common Stock and the 19,100,317 shares of Class B Common Stock beneficially owned by ALZ after giving effect to the Transfer to RSL Trust and Change in 4202 Trustee constitute 13.7% of the aggregate voting power of the Issuer (based on the number of shares of Class A Common Stock and Class B Common Stock outstanding as of January 29, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2025).
(b)	The responses of the Reporting Person to (i) Rows (7) through (10) of the cover pages of this Amendment and (ii) Item 5(a) hereof are incorporated herein by reference. The Transfer to RSL Trust and Change in 4202 Trustee occurred on April 8, 2026 and March 18, 2026, respectively, as described in Item 3 of this Amendment. After giving effect to the Transfer to RSL Trust and Change in 4202 Trustee, ALZ has sole voting and dispositive power with respect to the following: the 1,692 shares of Class A Common Stock held directly by her, the 1,675,010 shares of Class B Common Stock held directly by her, the 7,708,906 shares of Class B Common Stock owned by the ALZ 2000 Revocable Trust with ALZ as the sole trustee, the 4,768,846 shares of Class B Common Stock owned by the RSL Shares Trust with ALZ as the sole trustee and the 36,961 shares of Class B Common Stock indirectly owned by the 4202 Trust with ALZ as the shares trustee. While ALZ serves as a co-trustee of the 4202 Trust, ALZ has sole voting and dispositive power in controlling investment decisions relating to the trust's Class B Common Stock. ALZ, as a co-trustee of the 2008 Descendants Trust, has shared voting and dispositive power with respect to the 4,910,594 shares of Class B Common Stock owned by the 2008 Descendants Trust.
(c)	Other than the Transfer to RSL Trust on April 8, 2026, and the Change in 4202 Trustee on March 18, 2026, as described in Item 3 of this Amendment, the Reporting Person has not had any transactions in the Class A Common Stock that were effected during the past sixty days.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Items 2, 3, 4 and 5 hereof is incorporated by reference herein. Additionally, the shares beneficially owned by Mr. Lauder were pledged by Mr. Lauder to secure a loan under a loan facility (the "Loan Facility") with JPMorgan Chase Bank, N.A. (the "Lender"). In connection with the Transfer to RSL Trust, the RSL Shares Trust became a guarantor of such Loan Facility, and the 4,768,846 shares of Class B Common Stock owned by the RSL Shares Trust remained pledged under the Loan Facility through an amended and restated pledge agreement. The Loan Facility provides a line of available credit of up to $100 million. Upon the occurrence of certain events that are customary for this type of Loan Facility, the Lender may exercise its rights to require Mr. Lauder and the RSL Shares Trust to pre-pay the loan proceeds, post additional collateral, or foreclose on, and dispose of, the shares of Class B Common Stock pledged to it in accordance with the terms of the Loan Facility.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1: Stockholders' Agreement, dated November 22, 1995 (filed as Exhibit 10.1 to the Issuer's Annual Report on Form 10-K for the fiscal year ended June 30, 2003).** Exhibit 2: Amendment No. 1 to Stockholders' Agreement (filed as Exhibit 10.1 to the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996).** Exhibit 3: Amendment No. 2 to Stockholders' Agreement (filed as Exhibit 10.2 to the Issuer's Quarterly Report on Form 10-Q for the quarter ended December 31, 1996).** Exhibit 4: Amendment No. 3 to Stockholders' Agreement (filed as Exhibit 10.2 to the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997 (the "FY 1997 Q3 10-Q")).** Exhibit 5: Amendment No. 4 to Stockholders' Agreement (filed as Exhibit 10.1d to the Issuer's Annual Report on Form 10-K for the fiscal year ended June 30, 2000).** Exhibit 6: Amendment No. 5 to Stockholders' Agreement (filed as Exhibit 10.1e to the Issuer's Annual Report on Form 10-K for the fiscal year ended June 30, 2002).** Exhibit 7: Amendment No. 6 to Stockholders' Agreement (filed as Exhibit 10.2 to the Issuer's Quarterly Report on Form 10-Q for the quarter ended December 31, 2004).** Exhibit 8: List of parties to Stockholders' Agreement.* Exhibit 9: Registration Rights Agreement, dated November 22, 1995 (filed as Exhibit 10.2 to the Issuer's Annual Report on Form 10-K for the fiscal year ended June 30, 2003).** Exhibit 10: First Amendment to Registration Rights Agreement (filed as Exhibit 10.3 to the Issuer's Annual Report on Form 10-K for the fiscal year ended June 30, 1996).** Exhibit 11: Second Amendment to Registration Rights Agreement (filed as Exhibit 10.1 to the FY 1997 Q3 10-Q).** Exhibit 12: Third Amendment to Registration Rights Agreement (filed as Exhibit 10.2c to the Issuer's Annual Report on Form 10-K for the fiscal year ended June 30, 2001).** Exhibit 13: Fourth Amendment to Registration Rights Agreement (filed as Exhibit 10.2 to the Issuer's Quarterly Report on Form 10-Q for the quarter ended December 31, 2003).** Exhibit 14: Amendment No. 7 to Stockholders' Agreement (filed as Exhibit 10.7 to the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2009).** Exhibit 15: Transfer Agreement** Exhibit 16: Guaranty, dated as of April 8, 2026, made by Aerin Lauder Zinterhofer, as Trustee of the RSL Shares Trust, et al.* *Filed herewith ** Incorporated by reference

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Aerin Lauder

Signature:	/s/ Aerin Lauder
Name/Title:	Aerin Lauder
Date:	04/10/2026

FAQ

How many Estée Lauder (EL) shares does Aerin Lauder now beneficially own?

Aerin Lauder beneficially owns 19,102,009 shares of Estée Lauder Class A common stock equivalents. This figure includes direct Class A holdings and multiple Class B positions held through various trusts where she serves as trustee or co-trustee, as detailed in the ownership breakdown.

What percentage of Estée Lauder (EL) does Aerin Lauder’s stake represent?

Assuming conversion of all Class B shares she beneficially owns, Aerin Lauder’s position equals 19,102,009 Class A shares, or 7.2% of the Class A common stock outstanding as of January 29, 2026, based on figures in Estée Lauder’s Form 10-Q for December 31, 2025.

What voting power does Aerin Lauder hold at Estée Lauder (EL)?

Assuming no Class B conversions, Aerin Lauder’s 1,692 Class A and 19,100,317 Class B shares represent approximately 13.7% of Estée Lauder’s aggregate voting power. Each Class A share has one vote, while each Class B share carries ten votes, increasing her influence relative to economic ownership.

Why did Aerin Lauder file Amendment No. 8 to her Estée Lauder (EL) Schedule 13D?

She filed Amendment No. 8 to reflect estate-planning transactions, including an April 8, 2026 transfer of 4,768,846 Class B shares to the RSL Shares Trust and a March 18, 2026 trustee change for the 2012 RSL 4202 Trust, which altered how she beneficially owns and controls shares.

How are Aerin Lauder’s Estée Lauder (EL) shares distributed among trusts?

Her 19,102,009 Class A-equivalent shares include 1,692 Class A shares held directly and several Class B blocks: 1,675,010 directly; 7,708,906 via the ALZ 2000 Revocable Trust; 4,910,594 via the 2008 Descendants Trust; 4,768,846 via the RSL Shares Trust; and 36,961 via the 4202 Trust.

What loan facility is tied to Aerin Lauder-related Estée Lauder (EL) shares?

Certain shares beneficially owned by Ronald S. Lauder, including 4,768,846 Class B shares now in the RSL Shares Trust, are pledged under a Loan Facility with JPMorgan Chase Bank. The facility provides up to $100 million of credit and allows the lender, upon certain events, to require prepayment or foreclose on pledged shares.