0001104659-26-048256.txt : 20260424 0001104659-26-048256.hdr.sgml : 20260424 20260424100615 ACCESSION NUMBER: 0001104659-26-048256 CONFORMED SUBMISSION TYPE: SCHEDULE 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20260424 DATE AS OF CHANGE: 20260424 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ESTEE LAUDER COMPANIES INC CENTRAL INDEX KEY: 0001001250 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] ORGANIZATION NAME: 08 Industrial Applications and Services EIN: 112408943 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SCHEDULE 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48157 FILM NUMBER: 26891023 BUSINESS ADDRESS: STREET 1: 767 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2125724200 MAIL ADDRESS: STREET 1: 767 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10153 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAUDER RONALD S CENTRAL INDEX KEY: 0000942617 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SCHEDULE 13G/A MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10153 SCHEDULE 13G/A 1 primary_doc.xml X0202 SCHEDULE 13G/A 0000942617 XXXXXXXX LIVE 28 Class A Common Stock, par value $.01 per share 04/08/2026 0001001250 The Estee Lauder Companies Inc. 518439104 767 Fifth Ave New York NY 10153 Rule 13d-1(d) Ronald S. Lauder b X1 12728.00 66971.00 12728.00 66971.00 79699.00 N 0.01 IN See item 4 The Estee Lauder Companies Inc. 767 Fifth Avenue New York, NY, 10153 Ronald S. Lauder 767 Fifth Avenue, New York, NY 10153 United States Y As of April 8, 2026, the Reporting Person beneficially owns 79,699 shares of Class A Common Stock of the Issuer as follows: (i) 6,364 shares of Class A Common Stock and 6,364 shares of Class B Common Stock, par value $.01 per share, of the Issuer ("Class B Common Stock") held indirectly as the sole trustee of The Descendants of Ronald S. Lauder 1966 Trust; and (ii) 66,971 shares of Class A Common Stock held indirectly as Chairman of the Board of Directors of The Ronald S. Lauder Foundation. The Reporting Person disclaims beneficial ownership of: (i) 66,971 shares of Class A Common Stock held indirectly as Chairman of the Board of Directors of The Ronald S. Lauder Foundation and (ii) 6,364 shares of Class A Common Stock and the 6,364 shares of Class B Common Stock held indirectly as the sole trustee of The Descendants of Ronald S. Lauder 1966 Trust. On April 8, 2026, the Reporting Person transferred 4,768,846 shares Class B Common Stock to RSL Shares Trust u/a/d March 2, 2026 ('RSL Shares Trust') for no consideration. The responses of the Reporting Person to Row (11) of the cover pages of this Schedule 13G are incorporated herein by reference. 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 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 79,699 shares of Class A Common Stock, which would constitute 0.0002% of the number of shares of Class A Common Stock outstanding based on 247,219,699 outstanding shares Class A Common Stock as disclosed in the issuer's most recent 10-Q filed 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 73,335 shares of Class A Common Stock and the 6,364 shares of Class B Common Stock for which the Reporting Person has voting power constitute 0.01% of the aggregate voting power of the Issuer. 12,728 The Reporting Person has sole voting power with respect to 12,728 shares of Class A Common Stock as follows: (i) 6,364 shares of Class A Common Stock held indirectly as the sole trustee of The Descendants of Ronald S. Lauder 1966 Trust and (ii) 6,364 shares of Class B Common Stock held indirectly as the sole trustee of The Descendants of Ronald S. Lauder 1966 Trust. 66,971 The Reporting Person shares voting power with respect to 66,971 shares of Class A Common Stock held indirectly as Chairman of the Board of Directors of The Ronald S. Lauder Foundation. 12,728 The Reporting Person has sole dispositive power with respect to 12,728 shares of Class A Common Stock as follows: (i) 6,364 shares of Class A Common Stock held indirectly as the sole trustee of The Descendants of Ronald S. Lauder 1966 Trust and (ii) 6,364 shares of Class B Common Stock held indirectly as the sole trustee of The Descendants of Ronald S. Lauder 1966 Trust. 66,971 The Reporting Person shares dispositive power with respect to 66,971 shares of Class A Common Stock held indirectly as Chairman of the Board of Directors of The Ronald S. Lauder Foundation. Y N Aerin Lauder and Jane Lauder, as beneficiaries of The Descendants of Ronald S. Lauder 1966 Trust, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 6,364 shares of Class A Common Stock and the 6,364 shares of Class B Common Stock owned by The Descendants of Ronald S. Lauder 1966 Trust. The Ronald S. Lauder Foundation, of which the Reporting Person is Chairman of the Board of Directors, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 66,971 shares of Class A Common Stock owned by The Ronald S. Lauder Foundation. Y N 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 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. Y Y Exhibit A List of Parties to the Stockholders' Agreement (as of April 10, 2025) Ronald S. Lauder, (a) individually and (b) as Trustee of The Descendants of Ronald S. Lauder 1966 Trust William P. Lauder, (a) individually, (b) as Trustee of the 1992 GRAT Remainder Trust f/b/o William Lauder, (c) as Trustee of the 1992 GRAT Remainder Trust f/b/o Gary Lauder, and (d) and The Leonard A. Lauder 2013 Revocable Trust Gary M. Lauder, (a) individually, (b) as Trustee of the 1992 GRAT Remainder Trust f/b/o William Lauder, (c) as Trustee of the 1992 GRAT Remainder Trust f/b/o Gary Lauder, (d) as custodian under the New York Uniform Transfers to Minors Act for the benefit of Danielle Lauder, (e) as custodian under the New York Uniform Transfers to Minors Act for the benefit of Rachel Lauder, and (f) The Leonard A. Lauder 2013 Revocable Trust LAL Family Partners L.P. Carol S. Boulanger, (a) as Trustee of the 1992 GRAT Remainder Trust f/b/o William Lauder and (b) as Trustee of the 1992 GRAT Remainder Trust f/b/o Gary Lauder The Estee Lauder Companies Inc. The Ronald S. Lauder Foundation Aerin Lauder Zinterhofer, (a) individually, (b) as Trustee of the Trust Under Article 2 of The Zinterhofer 2008 Descendants Trust Agreement, (c) as Trustee of the Aerin Lauder Zinterhofer 2000 Revocable Trust u/a/d April 24, 2000, Aerin Lauder Zinterhofer, as Grantor, and (d) as Trustee of the RSL Shares Trust u/a/d March 2, 2026 Jane Lauder, (a) individually, (b) as Trustee of the Trust Under Article 2 of The Zinterhofer 2008 Descendants Trust Agreement, and (c) as Trustee of the Jane A. Lauder 2003 Revocable Trust u/a/d November 6, 2003, Jane A. Lauder, as Grantor Joel S. Ehrenkranz, as Trustee of The Leonard A. Lauder 2013 Revocable Trust Roaring Fork Trust Company, Inc., (a) as Trustee of The LAL 2015 ELF Trust and (b) as Trustee of the Evelyn H. Lauder 2012 Marital Trust Two Ronald S. Lauder /s/ Ronald S. Lauder 04/24/2026