Sec Form 4 Filing - Hertzmark Hudis Jane @ ESTEE LAUDER COMPANIES INC - 2025-08-28

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Hertzmark Hudis Jane
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 & CBO
(Last) (First) (Middle)
THE ESTEE LAUDER COMPANIES INC., 767 FIFTH AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
08/28/2025
(Street)
NEW YORK, NY10153
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 20,475 11/02/2026( 3 ) 11/01/2028 Class A Common Stock 20,475 ( 2 ) 20,475 D
Restricted Stock Units (Share Payout) ( 1 ) ( 2 ) 08/28/2025 A 20,297 11/01/2027( 4 ) 11/01/2027 Class A Common Stock 20,297 ( 2 ) 20,297 D
Stock Option (Right to Buy) $ 91.77 08/28/2025 A 78,727 11/02/2026( 5 ) 08/28/2035 Class A Common Stock 78,727 ( 2 ) 78,727 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hertzmark Hudis Jane
THE ESTEE LAUDER COMPANIES INC.
767 FIFTH AVENUE
NEW YORK, NY10153
Exec VP & CBO
Signatures
Jane Hertzmark Hudis, by Spencer G. Smul, attorney-in-fact 09/02/2025
Signature of Reporting Person Date
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: 6,825 on November 2, 2026; 6,825 on November 1, 2027; and 6,825 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: 26,242 shares exercisable from and after November 2, 2026; 26,242 shares exercisable from and after November 1, 2027; and 26,243 shares exercisable from and after November 1, 2028.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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