The Estée Lauder Companies said on November 4, 2025 it issued 11,034,685 shares of Class A Common Stock to three trusts affiliated with descendants of Leonard A. Lauder. The issuance resulted from the conversion by those Selling Stockholders of an equal number of shares of Class B Common Stock.

1. 01

   The Estée Lauder Companies said on November 4, 2025 it issued 11,034,685 shares of Class A Common Stock to three trusts affiliated with descendants of Leonard A. Lauder. The issuance resulted from the conversion by those Selling Stockholders of an equal number of shares of Class B Common Stock.

2. 02

   The company said Class B Common Stock is convertible into Class A Common Stock at the option of the holder on the basis of 1 share of Class A Common Stock for each share of Class B Common Stock converted at any time. It added that the shares will automatically convert into Class A Common Stock if transferred to any person other than a Permitted Transferee, and will also automatically convert if, on the record date for any stockholder meeting, the number of outstanding Class B Common Stock is less than 10% of the aggregate number of Class A Common Stock and Class B Common Stock then outstanding.

3. 03

   The Estée Lauder Companies said on November 4, 2025 it entered into an underwriting agreement with J.P. Morgan Securities LLC and the Selling Stockholders. The Selling Stockholders agreed to sell 11,301,323 shares of Class A Common Stock to the Underwriter at a purchase price of $89.70 per share, and the company said it did not receive any proceeds from the sale.

4. 04

   The company said the Offering was made pursuant to a prospectus supplement dated November 4, 2025 and the prospectus included in its registration statement on Form S-3 (File No. 333-291255). It explained that the Class A Common Stock issued is exempt from registration under Section 3(a)(9) of the Securities Act of 1933.

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