Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
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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) |
05/26/2026 (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).
SCHEDULE 13D
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| CUSIP No. | 518439104 |
| 1 |
Name of reporting person
Aerin Lauder | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 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)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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. 9 (this "Amendment") is the ninth 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, Amendment No. 7 filed on December 10, 2024, and Amendment No. 8 filed on April 10, 2026 (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
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| 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 4. | Purpose of Transaction |
The information set forth in Item 6 hereof is incorporated by reference herein. | |
| 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 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. 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, 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 April 24, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026). 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 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 April 24, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026). |
| (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. 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 Amendment No. 8 filed on April 10, 2026, 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 and 5 hereof is incorporated by reference herein. On May 26, 2026, the Reporting Person entered into a loan facility (the "ALZ Loan Facility") with JPMorgan Chase Bank, N.A. (the "Lender"). The ALZ Loan Facility provides a line of available credit of up to $120,000,000 to the Reporting Person. As security for the ALZ Loan Facility, the ALZ 2000 Revocable Trust has granted a first-priority lien to the Lender on 4,500,000 shares of Class B Common Stock. Upon the occurrence of certain events that are customary for this type of loan, the Lender may exercise its rights to require the Reporting Person to pre-pay the loan proceeds or 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 ALZ 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.
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