Private Placement (Form 8-K)

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.