Estee Lauder Companies Inc. filed SEC Form 8-K: Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 3.02 Unregistered Sales of Equity Securities
On November 4, 2025, The Estée Lauder Companies Inc. (the “Company”) issued 11,034,685 shares of Class A Common Stock, par value $.01 per share, of the Company to three trusts affiliated with descendants of Leonard A. Lauder (the “Selling Stockholders”) upon the conversion by such Selling Stockholders of an equal number of shares of Class B Common Stock, par value $.01 per share, of the Company.
Shares of Class B Common Stock are convertible into Class A Common Stock, in whole or in part, at any time and from time to time at the option of the holder, on the basis of one share of Class A Common Stock for each share of Class B Common Stock converted. In the event of a transfer of shares of Class B Common Stock to any person other than a “Permitted Transferee” (as defined in the Company’s Restated Certificate of Incorporation), each share of Class B Common Stock so transferred automatically will be converted into one share of Class A Common Stock. Each share of Class B Common Stock will also automatically convert into one share of Class A Common Stock if, on the record date for any meeting of the stockholders, the number of shares of Class B Common Stock then outstanding is less than 10% of the aggregate number of shares of Class A Common Stock and Class B Common Stock then outstanding. The shares of Class A Common Stock issued by the Company are exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 3(a)(9) thereof.
Item 8.01 Other Events.
On November 4, 2025, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC (the “Underwriter”) and the Selling Stockholders pursuant to which the Selling Stockholders agreed to sell to the Underwriter 11,301,323 shares (the “Shares”) of Class A Common Stock (the “Offering”) to the Underwriter at a purchase price of $89.70 per share. The Company did not receive any proceeds from the sale of the shares of Common Stock by the Selling Stockholders.
The Offering was made pursuant to a prospectus supplement, dated November 4, 2025, to the prospectus, dated November 4, 2025, included in the Company’s registration statement on Form S-3 (File No. 333-291255), which was initially filed with the Securities and Exchange Commission on November 4, 2025.
The Underwriting Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the Shares by the Selling Shareholders, indemnification and contribution obligations and other terms and conditions customary in agreements of this type.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated November 4, 2025, among The Estée Lauder Companies Inc., J.P. Morgan Securities LLC and the Selling Stockholders. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE ESTÉE LAUDER COMPANIES INC. | ||
| Date: November 6, 2025 | ||
| By: | /s/ Akhil Shrivastava | |
| Akhil Shrivastava | ||
| Executive Vice President and Chief Financial Officer | ||