Amendment: SEC Form SCHEDULE 13G/A filed by Estee Lauder Companies Inc.
$EL
Package Goods/Cosmetics
Consumer Discretionary
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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. 28)
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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) |
04/08/2026
(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 Number(s): | 518439104 |
| 1 | Names of Reporting Persons
Ronald S. Lauder | ||||||||
| 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
UNITED STATES
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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
79,699.00 | ||||||||
| 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)
0.01 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: 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:
Ronald S. Lauder | |
| (b) | Address or principal business office or, if none, residence:
767 Fifth Avenue, New York, NY 10153 | |
| (c) | Citizenship:
United States | |
| (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 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. | |
| (b) | Percent of class:
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. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
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. | ||
| (ii) Shared power to vote or to direct the vote:
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. | ||
| (iii) Sole power to dispose or to direct the disposition of:
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. | ||
| (iv) Shared power to dispose or to direct the disposition of:
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. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
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| 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.
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. | ||
| 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 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. | ||
| 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 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 |