Sec Form 3 Filing - Bowes Michael @ ESTEE LAUDER COMPANIES INC - 2025-04-01

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Bowes Michael
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)
EVP & Chief People Officer
(Last) (First) (Middle)
THE ESTEE LAUDER COMPANIES INC., 767 FIFTH AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
04/01/2025
(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
Class A Common Stock 675.219 D
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
Option (Right to Buy) $ 138.15 ( 1 ) 09/04/2028 Class A Common Stock 382 D
Option (Right to Buy) $ 199.49 ( 2 ) 09/03/2029 Class A Common Stock 1,022 D
Option (Right to Buy) $ 218.06 ( 3 ) 09/03/2030 Class A Common Stock 1,778 D
Option (Right to Buy) $ 344.06 ( 4 ) 09/02/2031 Class A Common Stock 1,229 D
Option (Right to Buy) $ 246.15 ( 5 ) 09/06/2032 Class A Common Stock 1,414 D
Option (Right to Buy) $ 156.39 ( 6 ) 08/28/2033 Class A Common Stock 2,030 D
Option (Right to Buy) $ 92.87 ( 7 ) 08/27/2034 Class A Common Stock 2,072 D
Restricted Stock Units (Share Payout) ( 8 ) ( 10 ) ( 9 ) 11/03/2025 Class A Common Stock 302 D
Restricted Stock Units (Share Payout) ( 8 ) ( 10 ) ( 11 ) 11/02/2026 Class A Common Stock 913 D
Restricted Stock Units (Share Payout) ( 8 ) ( 10 ) ( 12 ) 02/26/2027 Class A Common Stock 2,069 D
Restricted Stock Units (Share Payout) ( 8 ) ( 10 ) ( 13 ) 11/01/2027 Class A Common Stock 2,612 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bowes Michael
THE ESTEE LAUDER COMPANIES INC.
767 FIFTH AVENUE
NEW YORK, NY10153
EVP & Chief People Officer
Signatures
Michael Bowes, by Spencer G. Smul, attorney-in-fact 04/01/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Stock options granted pursuant to The Estee Lauder Companies Inc. Amended and Restated Fiscal 2002 Share Incentive Plan in respect of: 381 shares exercisable from and after January 1, 2020; 382 shares exercisable from and after January 1, 2021; and 382 shares exercisable from and after January 1, 2022.
( 2 )Stock options granted pursuant to The Estee Lauder Companies Inc. Amended and Restated Fiscal 2002 Share Incentive Plan in respect of: 511 shares exercisable from and after January 1, 2021; 511 shares exercisable from and after January 1, 2022; and 511 shares exercisable from and after January 1, 2023.
( 3 )Stock options granted pursuant to The Estee Lauder Companies Inc. Amended and Restated Fiscal 2002 Share Incentive Plan in respect of: 592 shares exercisable from and after January 1, 2022; 592 shares exercisable from and after January 1, 2023; and 594 shares exercisable from and after January 1, 2024.
( 4 )Stock options granted pursuant to The Estee Lauder Companies Inc. Amended and Restated Fiscal 2002 Share Incentive Plan in respect of: 409 shares exercisable from and after January 1, 2023; 410 shares exercisable from and after January 1, 2024; and 410 shares exercisable from and after January 1, 2025.
( 5 )Stock options granted pursuant to The Estee Lauder Companies Inc. Amended and Restated Fiscal 2002 Share Incentive Plan in respect of: 470 shares exercisable from and after January 1, 2024; 472 shares exercisable from and after January 1, 2025; and 472 shares exercisable from and after January 1, 2026.
( 6 )Stock options granted pursuant to The Estee Lauder Companies Inc. Amended and Restated Fiscal 2002 Share Incentive Plan in respect of: 676 shares exercisable from and after January 1, 2025; 677 shares exercisable from and after January 1, 2026; and 677 shares exercisable from and after January 1, 2027.
( 7 )Stock options granted pursuant to The Estee Lauder Companies Inc. Amended and Restated Fiscal 2002 Share Incentive Plan in respect of: 690 shares exercisable from and after November 3, 2025; 691 shares exercisable from and after November 2, 2026; and 691 shares exercisable from and after November 1, 2027.
( 8 )Restricted Stock Units ("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. These RSUs, granted prior to the Reporting Person becoming an Executive Officer, are accompanied by dividend equivalent rights payable in shares at the time of the payout of the related shares.
( 9 )Annual RSUs granted September 6, 2022. Assuming continued employment, these RSUs will vest and be paid out as follows: 302 on November 3, 2025.
( 10 )Not applicable.
( 11 )Annual RSUs granted August 28, 2023. Assuming continued employment, these RSUs will vest and be paid out as follows: 456 on November 3, 2025; and 457 on November 2, 2026.
( 12 )Non-annual RSUs granted February 26, 2024. Assuming continued employment, these RSUs will vest and be paid out as follows: 2,069 on February 26, 2027.
( 13 )Annual RSUs granted August 27, 2024. Assuming continued employment, these RSUs will vest and be paid out as follows: 870 on November 3, 2025; 871 on November 2, 2026; and 871 on November 1, 2027.

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