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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 19)*
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The Estee Lauder Companies Inc. (Name of Issuer) |
Class A Common Stock, par value $.01 per share (Title of Class of Securities) |
518439104 (CUSIP Number) |
12/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 518439104 |
| 1 | Names of Reporting Persons
LAL Family Partners L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CALIFORNIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
69,402,943.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
21.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: For Rows (5) through (9) and (11) of the cover page of this Schedule 13G, see Item 4.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
The Estee Lauder Companies Inc. | |
| (b) | Address of issuer's principal executive offices:
767 Fifth Avenue, New York, NY 10153 | |
| Item 2. | ||
| (a) | Name of person filing:
LAL Family Partners L.P. (the "Reporting Person") | |
| (b) | Address or principal business office or, if none, residence:
767 Fifth Avenue, New York, NY 10153 | |
| (c) | Citizenship:
California Limited partnership | |
| (d) | Title of class of securities:
Class A Common Stock, par value $.01 per share | |
| (e) | CUSIP No.:
518439104 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of December 31, 2025, the Reporting Person beneficially owned 69,402,943 shares of Class A Common Stock as follows: (i) 0 shares of Class A Common Stock and (ii) 69,402,943 shares of Class B Common Stock, par value $.01 per share, of the Issuer ("Class B Common Stock"). Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock and 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 Restated Certificate of Incorporation. Assuming conversion of all such shares of Class B Common Stock beneficially owned by the Reporting Person, the Reporting Person would beneficially own 69,402,943 shares of Class A Common Stock as of December 31, 2025, which would constitute approximately 21.9% 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 set forth in the Issuer's Form 10-Q filed on February 5, 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 0 shares of Class A Common Stock and the 69,402,943 shares of Class B Common Stock for which the Reporting Person has voting power as of December 31, 2025, constitute approximately 49.8% 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 set forth in the Issuer's Form 10-Q filed on February 5, 2026). LAL Family Corporation ("LALFC") is the sole general partner of the Reporting Person and therefore may be deemed to have shared power to vote or dispose, or direct the vote or disposition, of the shares of Class A Common Stock and Class B Common Stock directly owned by the Reporting Person. The Reporting Person is party to the Stockholders' Agreement described below, and the responses of the Reporting Person on the cover pages of this Schedule 13G do not include shares of Class A Common Stock or Class B Common Stock beneficially owned by those other parties. Each party thereto separately reports beneficial ownership on a Schedule 13D or 13G, as the case may be. | |
| (b) | Percent of class:
The response of the Reporting Person to Item 4(a) of this Schedule 13G, as of December 31, 2025, is incorporated herein by reference. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The responses of the Reporting Person to Row (5) of the cover page and to Item 4(a) of this Schedule 13G, as of December 31, 2025, are incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the vote:
The responses of the Reporting Person to Row (6) of the cover page and to Item 4(a) of this Schedule 13G, as of December 31, 2025, are incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The responses of the Reporting Person to Row (7) of the cover page and to Item 4(a) of this Schedule 13G, as of December 31, 2025, are incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The responses of the Reporting Person to Row (8) of the cover page and to Item 4(a) of this Schedule 13G, as of December 31, 2025, are incorporated herein by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The beneficiaries of the Evelyn H. Lauder 2012 Marital Trust One ("EHL Trust One") (i.e., William P. Lauder, Gary M. Lauder and their descendants), the beneficiaries of the Evelyn H. Lauder 2018 Marital Trust Three ("EHL Trust Three") (i.e., William P. Lauder, Gary M. Lauder and their descendants), the stockholders of LALFC (i.e., EHL Trust One, EHL Trust Three, William P. Lauder, and Gary M. Lauder), and the partners of the Reporting Person (including William P. Lauder and Gary M. Lauder) do not have the right to, but may receive, dividends from, or the proceeds from the sale of, the shares of Class A Common Stock and Class B Common Stock owned by the Reporting Person. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
The Reporting Person is a party to a Stockholders' Agreement (the "Stockholders' Agreement"), dated November 22, 1995, as amended, among the parties listed on Exhibit A attached hereto. The stockholders who are parties to the Stockholders' Agreement have agreed to vote their shares in favor of the election of (a) William P. Lauder, Gary M. Lauder or a designee in lieu of one of them and (b) Ronald S. Lauder (or for one of his daughters), and one person, if any, designated by Ronald S. Lauder as a director of the Issuer. The Stockholders' Agreement also contains certain limitations on the transfer of shares of Class A Common Stock. Each stockholder who is a party to the Stockholders' Agreement has agreed to grant to the other parties a right of first offer to purchase shares of Class A Common Stock of the stockholder in the event the stockholder intends to sell to a person (or group of persons) who is not a Lauder Family Member, as defined therein, except in certain circumstances, such as sales in a widely distributed underwritten public offering or sales made in compliance with Rule 144. To the Reporting Person's knowledge, the aggregate number of shares subject to the Stockholders' Agreement represents approximately 82.2% of the voting power of the Issuer's outstanding common stock as of December 31, 2025. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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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Exhibit Information
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Exhibit No. Description A List of Parties to the Stockholders' Agreement |