Estée Lauder (EL) 10-K risk factor changes: FY2026 vs FY2025

Our ability to compete also depends on the continued strength of our brands, our ability to attract and retain key talent and other personnel, the efficiency of our manufacturing [removed: facilities] and distribution network, and our ability to maintain and protect our intellectual property and those other rights used in our business.

[removed: Consolidation or] [added: Consolidation,] liquidation [added: or other changes] in the retail trade, from these or other factors, may result in us becoming increasingly dependent on key retailers and could result in an increased risk related to the concentration of our customers.

A severe, adverse impact on the business operations of our [removed: customers] [added: customers, including changes to the markets or channels in which our products are sold,] could have a corresponding material adverse effect on us.

Achieving our long-term strategy will require investment in new capabilities, brands, categories, distribution channels, supply chain facilities, [removed: technologies] [added: technologies, including AI] and [added: data analytics, and] emerging and more mature geographic markets.

We are required at least annually, or as facts and circumstances exist, to test goodwill and other intangible assets with indefinite lives to determine if impairment has occurred, as well as assess the recoverability of other intangible assets, and have recorded goodwill and other intangible asset impairment charges [removed: in each of the last few fiscal years.][added: as required.]

There continues to be [removed: a] focus from certain investors, customers, consumers, regulators, employees, and other stakeholders [removed: concerning] [added: regarding] social [removed: impact and sustainability] [added: impact, sustainability,] and other [removed: ESG] [added: environmental, social and governance ("ESG")] matters.

From time to time, we announce certain initiatives, including goals and commitments, regarding our focus areas, [removed: which include] [added: including] environmental and climate matters; packaging; sourcing; product formulation; social investments; and inclusion.

Moreover, the standards by which [removed: ESG] [added: these] efforts [removed: and related matters] are measured are developing and evolving, [added: often rely on methodologies, standards] and [added: data that are subject to varying interpretations, and] certain areas are subject to assumptions that could change over time.

These applications [removed: may become] [added: are becoming] increasingly important in our operations over time.

[removed: Consumer] [added: Many of our products may be considered discretionary items for consumers, and consumer] purchases of discretionary items tend to decline during recessionary periods, when disposable income is lower, and may impact sales of our products.

We [added: operate on a global basis, and] maintain offices [removed: in over 50 countries] [added: across our geographic regions] and have key operational facilities located inside and outside the United States that manufacture, warehouse or distribute goods for sale throughout the world.

Such risks include industrial accidents, environmental events, strikes and other labor disputes, capacity constraints, disruptions in ingredient, material or packaging supply or availability of natural resources (e.g., water), [removed: as well as] global shortages, disruptions in supply chain or information technology, loss or impairment of key manufacturing or distribution sites or suppliers, product quality control, safety, increase in commodity prices and energy costs, licensing requirements and other regulatory issues, as well as natural disasters, outages due to fire, floods, power loss, telecommunications failures, break-ins and other events or external factors over which [added: neither] we [added: nor our suppliers] have [removed: no] control.

As we outsource [removed: functions,] [added: functions and consolidate service providers,] we become more dependent on the entities performing those [removed: functions.][added: functions and services.]

In some cases, this requires the outsourcing of functions or parts of functions that we believe can be performed more effectively by external service [removed: providers.][added: providers, as well as the consolidation of service providers to drive efficiencies.]

The failure of one or more such providers to deliver the expected services, provide them on a timely basis or to provide them at the prices or service levels that we expect, the failure of one or more of such providers to meet our performance standards and expectations, including with respect to data security, compliance with laws, disruptions arising from the transition of functions to an outsourcing [removed: provider,] [added: provider] or [added: other service providers, or] the costs incurred in returning these outsourced functions to being performed under our management and direct control, could have a material adverse effect on our business.

We are, and may in the future become, party to litigation, other disputes or regulatory proceedings across a wide range of matters, including ones relating to product liability matters (including asbestos-related claims), advertising, regulatory, [added: labor and] employment, [added: pensions and benefits,] intellectual property, real estate, environmental, trade [removed: relations,] [added: relations (including tariffs and duties),] securities, tax and privacy.

We rely on information technology that supports our business processes, including research and development, [removed: product development, production,] [added: manufacturing and] distribution, marketing, sales, order processing, consumer experiences, human resource management, finance and internal and external communications throughout the world.

In addition, some of our suppliers, vendors, service providers, cloud solution providers and customers have in the past experienced, and may in the future experience, such incidents, which could in turn disrupt our [removed: business.][added: business or compromise the security of our Company data.]

As of August [removed: 13, 2025,] [added: 12, 2026,] members of the Lauder family beneficially own, directly or indirectly, shares of the Company’s Class A Common Stock (with one vote per share) and Class B Common Stock (with 10 votes per share) having approximately [removed: 84%] [added: 82%] of the outstanding voting power of the Common Stock.

While we may take action to identify and remove counterfeit versions of our products from the market, these actions may not be successful.

We are mindful of the evolving litigation landscape related to asbestos-related claims, and continue to monitor trends in this area.

Our Company's continued expansion and reliance on third parties may further increase that risk.

We operate on a global basis, with a substantial majority of our net sales and operating income generated outside the United States.

| | | | | | | [removed: 2025] [added: 2026] | | | | | | | | | | | | [removed: 2024] [added: 2025] | | | | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | | | |

| Net sales | | | | | | $ | [removed: 14,326] [added: 15,049] | | | | | 100.0 | | % | | | | $ | [removed: 15,608] [added: 14,326] | | | | | 100.0 | | % | | | | $ | [removed: 15,910] [added: 15,608] | | | | | 100.0 | | % |

| Cost of sales | | | | | | [removed: 3,729] [added: 3,687] | | | | | | [removed: 26.0] [added: 24.5] | | | | | | [removed: 4,424] [added: 3,729] | | | | | | [removed: 28.3] [added: 26.0] | | | | | | [removed: 4,564] [added: 4,424] | | | | | | [removed: 28.7] [added: 28.3] | | |

| Gross profit | | | | | | [removed: 10,597] [added: 11,362] | | | | | | [removed: 74.0] [added: 75.5] | | | | | | [removed: 11,184] [added: 10,597] | | | | | | [removed: 71.7] [added: 74.0] | | | | | | [removed: 11,346] [added: 11,184] | | | | | | [removed: 71.3] [added: 71.7] | | |

| Selling, general and administrative | | | | | | [removed: 9,456] [added: 9,685] | | | | | | [removed: 66.0] [added: 64.4] | | | | | | [removed: 9,621] [added: 9,456] | | | | | | [removed: 61.6] [added: 66.0] | | | | | | [removed: 9,575] [added: 9,621] | | | | | | [removed: 60.2] [added: 61.6] | | |

| Restructuring and other charges | | | | | | [removed: 481] [added: 813] | | | | | | [removed: 3.4] [added: 5.4] | | | | | | [removed: 122] [added: 481] | | | | | | [removed: 0.8] [added: 3.4] | | | | | | [removed: 55] [added: 122] | | | | | | [removed: 0.3] [added: 0.8] | | |

| Goodwill impairment | | | | | | [removed: 13] [added: —] | | | | | | [removed: 0.1] [added: —] | | | | | | [removed: 291] [added: 13] | | | | | | [removed: 1.9] [added: 0.1] | | | | | | [removed: —] [added: 291] | | | | | | [removed: —] [added: 1.9] | | |

| Impairment of other intangible assets | | | | | | [removed: 1,273] [added: —] | | | | | | [removed: 8.9] [added: —] | | | | | | [removed: 180] [added: 1,273] | | | | | | [removed: 1.2] [added: 8.9] | | | | | | [removed: 207] [added: 180] | | | | | | [removed: 1.3] [added: 1.2] | | |

| Talcum litigation settlement agreements | | | | | | [removed: 159] [added: —] | | | | | | [removed: 1.1] [added: —] | | | | | | [removed: —] [added: 159] | | | | | | [removed: —] [added: 1.1] | | | | | | — | | | | | | — | | |

| Total operating expenses | | | | | | [removed: 11,382] [added: 10,582] | | | | | | [removed: 79.4] [added: 70.3] | | | | | | [removed: 10,214] [added: 11,382] | | | | | | [removed: 65.4] [added: 79.4] | | | | | | [removed: 9,837] [added: 10,214] | | | | | | [removed: 61.8] [added: 65.4] | | |

| Operating [removed: (loss)] income [added: (loss)] | | | | | | [removed: (785)] [added: 780] | | | | | | [removed: (5.5)] [added: 5.2] | | | | | | [removed: 970] [added: (785)] | | | | | | [removed: 6.2] [added: (5.5)] | | | | | | [removed: 1,509] [added: 970] | | | | | | [removed: 9.5] [added: 6.2] | | |

| Interest expense | | | | | | [removed: 357] [added: 334] | | | | | | [removed: 2.5] [added: 2.2] | | | | | | [removed: 378] [added: 357] | | | | | | [removed: 2.4] [added: 2.5] | | | | | | [removed: 255] [added: 378] | | | | | | [removed: 1.6] [added: 2.4] | | |

| Interest income and investment income, net | | | | | | [removed: 114] [added: 90] | | | | | | [removed: 0.8] [added: 0.6] | | | | | | [removed: 167] [added: 114] | | | | | | [removed: 1.1] [added: 0.8] | | | | | | [removed: 131] [added: 167] | | | | | | [removed: 0.8] [added: 1.1] | | |

| Other components of net periodic benefit cost | | | | | | [removed: 12] [added: 19] | | | | | | 0.1 | | | | | | [removed: (13)] [added: 12] | | | | | | [removed: (0.1)] [added: 0.1] | | | | | | [removed: (12)] [added: (13)] | | | | | | (0.1) | | |

| [removed: (Loss) earnings] [added: Earnings (loss)] before income taxes | | | | | | [removed: (1,040)] [added: 517] | | | | | | [removed: (7.3)] [added: 3.4] | | | | | | [removed: 772] [added: (1,040)] | | | | | | [removed: 4.9] [added: (7.3)] | | | | | | [removed: 1,397] [added: 772] | | | | | | [removed: 8.8] [added: 4.9] | | |

| Provision for income taxes | | | | | | [removed: 93] [added: 335] | | | | | | [removed: 0.6] [added: 2.2] | | | | | | [removed: 363] [added: 93] | | | | | | [removed: 2.3] [added: 0.6] | | | | | | [removed: 387] [added: 363] | | | | | | [removed: 2.4] [added: 2.3] | | |

| Net [removed: (loss)] earnings [added: (loss)] | | | | | | [removed: (1,133)] [added: 182] | | | | | | [removed: (7.9)] [added: 1.2] | | | | | | [removed: 409] [added: (1,133)] | | | | | | [removed: 2.6] [added: (7.9)] | | | | | | [removed: 1,010] [added: 409] | | | | | | [removed: 6.3] [added: 2.6] | | |

| Net earnings attributable to redeemable noncontrolling interest | | | | | | — | | | | | | — | | | | | | [removed: (19)] [added: —] | | | | | | [removed: (0.1)] [added: —] | | | | | | [removed: (4)] [added: (19)] | | | | | | [removed: —] [added: (0.1)] | | |

| Net [removed: (loss)] earnings [added: (loss)] attributable to The Estée Lauder Companies Inc. | | | | | | $ | [removed: (1,133)] [added: 182] | | | | | [removed: (7.9)] [added: 1.2] | | % | | | | $ | [removed: 390] [added: (1,133)] | | | | | [removed: 2.5] [added: (7.9)] | | % | | | | $ | [removed: 1,006] [added: 390] | | | | | [removed: 6.3] [added: 2.5] | | % |

The following table is a comparative summary of operating results for fiscal [removed: 2025, 2024] [added: 2026, 2025] and [removed: 2023,] [added: 2024,] for our product categories and geographic regions and reflects the basis of presentation described in *Item 8.

Financial Statements and Supplementary Data – Note 2 – Summary of Significant Accounting Policies* and *Note [removed: 24] [added: 23] – Segment Data* and *Related Information*, for our product categories that meet the definition of reportable segments, for all periods presented.

| (In millions) | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

| Skin Care | | | | | | $ | [removed: 6,962] [added: 7,338] | | | | | $ | [removed: 7,908] [added: 6,962] | | | | | $ | [removed: 8,249] [added: 7,908] | |

| Makeup | | | | | | [removed: 4,205] [added: 4,276] | | | | | | [removed: 4,470] [added: 4,205] | | | | | | [removed: 4,532] [added: 4,470] | | |

| Fragrance | | | | | | [removed: 2,491] [added: 2,779] | | | | | | [removed: 2,487] [added: 2,491] | | | | | | [removed: 2,451] [added: 2,487] | | |

| Hair Care | | | | | | 565 | | | | | | [removed: 629] [added: 565] | | | | | | [removed: 652] [added: 629] | | |

| Other | | | | | | [removed: 100] [added: 103] | | | | | | [removed: 115] [added: 100] | | | | | | [removed: 53] [added: 115] | | |

| | | | | | | [removed: 14,323] [added: 15,061] | | | | | | [removed: 15,609] [added: 14,323] | | | | | | [removed: 15,937] [added: 15,609] | | |

| Returns associated with restructuring and other [removed: activities] [added: activities(1)] | | | | | | [removed: 3] [added: (12)] | | | | | | [removed: (1)] [added: 3] | | | | | | [removed: (27)] [added: (1)] | | |

| Net sales | | | | | | $ | [removed: 14,326] [added: 15,049] | | | | | $ | [removed: 15,608] [added: 14,326] | | | | | $ | [removed: 15,910] [added: 15,608] | |

| By Geographic [removed: Region(1):] [added: Region(2):] | | | | | | | | | | | | | | | | | | | | |

| OPERATING [removed: (LOSS) INCOME] [added: INCOME (LOSS)] | | | | | | | | | | | | | | | | | | | | |

| Skin Care | | | | | | $ | [removed: 574] [added: 1,416] | | | | | $ | [removed: 735] [added: 574] | | | | | $ | [removed: 1,277] [added: 735] | |

| Makeup | | | | | | [removed: (441)] [added: (70)] | | | | | | [removed: 93] [added: (441)] | | | | | | [removed: (21)] [added: 93] | | |

| Fragrance | | | | | | [removed: (378)] [added: 204] | | | | | | [removed: 265] [added: (378)] | | | | | | [removed: 370] [added: 265] | | |

| Hair Care | | | | | | [removed: (41)] [added: (4)] | | | | | | [removed: (52)] [added: (41)] | | | | | | [removed: (36)] [added: (52)] | | |

| Other | | | | | | [removed: (13)] [added: 57] | | | | | | [removed: 53] [added: (13)] | | | | | | [removed: 4] [added: 53] | | |

| | | | | | | [removed: (299)] [added: 1,603] | | | | | | [removed: 1,094] [added: (299)] | | | | | | [removed: 1,594] [added: 1,094] | | |

| Charges associated with restructuring and other [removed: activities] [added: activities(1)] | | | | | | [removed: (486)] [added: (823)] | | | | | | [removed: (124)] [added: (486)] | | | | | | [removed: (85)] [added: (124)] | | |

| Operating [removed: (loss)] income [added: (loss)] | | | | | | $ | [removed: (785)] [added: 780] | | | | | $ | [removed: 970] [added: (785)] | | | | | $ | [removed: 1,509] [added: 970] | |

| Securities class action litigation settlement | | | | | | 84 | | | | | | 0.6 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| The Americas | | | | | | $ | 4,463 | | | | | $ | 4,410 | | | | | $ | 4,579 | |

| Europe, the United Kingdom and Ireland and Emerging Markets ("EUKEM") | | | | | | 3,794 | | | | | | 3,566 | | | | | | 3,539 | | |

| Asia/Pacific | | | | | | 3,746 | | | | | | 3,606 | | | | | | 4,587 | | |

| Mainland China | | | | | | 3,058 | | | | | | 2,741 | | | | | | 2,904 | | |

| By Geographic Region(2): | | | | | | | | | | | | | | | | | | | | |

| The Americas | | | | | | $ | 211 | | | | | $ | (818) | | | | | $ | 168 | |

| EUKEM | | | | | | 196 | | | | | | 145 | | | | | | 102 | | |

| Asia/Pacific | | | | | | 823 | | | | | | 180 | | | | | | 510 | | |

| Mainland China | | | | | | 373 | | | | | | 194 | | | | | | 314 | | |

| | | | | | | 1,603 | | | | | | (299) | | | | | | 1,094 | | |

(2) The net sales and operating results from our travel retail business are included in the Asia/Pacific region.

While we have seen improvements within our business, we are mindful of areas of volatility and uncertainty that may impact our results.

We continue to face challenges in key markets in the West, including in some markets in Western Europe and the United States.

Within our Asia travel retail business, we continue to monitor the impacts of the change in duty-free retailers servicing the Beijing and Shanghai airports, including the related online businesses.

We are also monitoring the conflict in the Middle East as it relates to our business in the domestic markets and travel retail locations in the region.

Net sales from locations impacted by the conflict in the Middle East accounted for approximately 2% of consolidated net sales in fiscal 2025.

Our strategy remains optimizing our global supply chain network, by sourcing and manufacturing in the geography of sale where feasible.

We also continue to leverage trade programs where available and monitor for additional opportunities as countries continue to update their trade programs.

On February 20, 2026, the U.S. Supreme Court ruled that the U.S. tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”) on goods imported into the U.S. were unauthorized.

The ruling did not address potential refunds, however on March 4, 2026, the U.S. Court of International Trade ordered U.S. Customs and Border Protection to begin refunding all tariffs imposed under IEEPA.

During the fiscal 2026 fourth quarter, we submitted claims for a portion of our eligible IEEPA tariffs paid, and have begun to receive refunds.

For refunds received during the period, we have recorded these as an offset to cost of sales.

As of June 30, 2026, the remaining amount of potential IEEPA tariff refunds not yet submitted or for which refunds have not been received are not considered material to the consolidated financial statements.

On July 4, 2025, U.S tax legislation was enacted known as the One Big Beautiful Bill Act.

The legislation has multiple effective dates, and we are continuing to evaluate the potential impact of the provisions that are expected to be effective in future fiscal years.

Based on the total approved initiatives under the Restructuring Program, as of June 30, 2026 we estimate a final net reduction of approximately 10,000 positions globally, at the high end of the previously announced range of 9,000 to 10,000.

Securities Class Action Litigation Settlement

On December 7, 2023 and January 22, 2024, purported securities class action complaints were filed in the United States District Court for the Southern District of New York against the Company and its then Chief Executive Officer and Chief Financial Officer.

The actions were consolidated on February 20, 2024.

On March 22, 2024, plaintiffs filed a consolidated amended complaint alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 based on alleged materially false and misleading statements between February 3, 2022 and October 31, 2023.

On March 31, 2025, the Court denied defendants’ motion to dismiss.

On April 2, 2026, the parties reached an agreement in principle to settle the securities class action litigation.

In light of these discussions, during the fiscal 2026 third quarter, we recorded a loss contingency of $84 million, net of the estimated probable insurance recoveries, in the consolidated statements of earnings (loss) relating to a potential settlement of the securities class action.

As of June 30, 2026, the total settlement amount has been funded, including amounts paid by the insurance carriers.

This matter is subject to final approval from the Court.

Aligned with our policy on *Goodwill and Other Indefinite-lived Intangible Assets*, as described in *Item 8.

Goodwill and trademark intangible assets were evaluated using either qualitative or quantitative assessments, as appropriate based on the reporting unit or brand.

Based on the results of these assessments, no impairment charges were recorded, however, certain trademarks have limited excess fair value over carrying value.

*Trademark Intangible Assets with Limited Excess Fair Value*

| The Americas | | | | | | $ | 4,411 | | | | | $ | 4,581 | | | | | $ | 4,518 | |

| Europe, the Middle East & Africa | | | | | | 5,375 | | | | | | 6,140 | | | | | | 6,225 | | |

| Asia/Pacific | | | | | | 4,537 | | | | | | 4,888 | | | | | | 5,194 | | |

| Europe, the Middle East & Africa | | | | | | 610 | | | | | | 836 | | | | | | 843 | | |

| Asia/Pacific | | | | | | 9 | | | | | | 224 | | | | | | 824 | | |

Operating income attributable to the travel retail sales included in Europe, the Middle East & Africa is included in that region and in The Americas.

This is primarily due to certain capabilities related to the travel retail business that are centralized in The Americas region and, as such, a component of the operating income generated by this business is transferred to The Americas through an intercompany royalty.

We have experienced challenges within our business and we expect volatility and uncertainty to continue.

Although there are early signs of stabilization in mainland China, travel retail continues to be weak and challenges persist in the West, including subdued sentiment in the U.S. and Western Europe.

In our outlook, we have made assumptions relating to these and other internal and external factors and challenges.

In certain countries that have enacted legislation incorporating the global minimum tax, it became effective for the Company at the beginning of fiscal 2025.

The estimated tax impact of such legislation has been included in the provision for income taxes for the fiscal year ended June 30, 2025 and was not material.

On July 4, 2025, new U.S tax legislation was enacted.

The legislation has multiple effective dates, with certain provisions becoming effective in fiscal 2026.

We are currently evaluating the impact of the new legislation.

We are also monitoring certain provisions in global tax regulations that may expire during fiscal 2026, which, if not extended, could increase our effective tax rate.

We committed to this course of action on February 1, 2024.

In connection with the restructuring program, we estimated a net reduction in the range of approximately 1,800 to 3,000 positions globally, which was about 3-5% of our positions including temporary and part-time employees as of June 30, 2023.

This reduction took into account the elimination of some positions as well as retraining and redeployment of certain employees in select areas.

We expected that the restructuring program would result in restructuring and other charges totaling between $500 million and $700 million, before taxes, consisting of employee-related costs, contract terminations, asset write-offs and other costs associated with implementing these initiatives.

The expansion of the overall PRGP is focused on three key areas.

First, we plan to adopt a more competitive approach to procurement, a key pillar of savings, by further consolidating spending and strategically re-evaluating key supplier relationships.

Third, we are outsourcing select services to proven global partners.

In connection with the Restructuring Program, as of June 30, 2025 we estimate a net reduction in the range of approximately 5,800 to 7,000 positions globally, which is about 9-11% of our positions including temporary and part-time employees as of June 30, 2023.

The net benefits of the PRGP, which includes the Restructuring Program, are expected to enable a return to a double-digit operating margin over the next few years.

During the fiscal 2025 second quarter, the TOM FORD brand experienced lower-than-expected growth within key geographic regions and channels, including in mainland China, Asia travel retail and Hong Kong SAR.

Also during the fiscal 2025 second quarter, the Too Faced reporting unit experienced lower-than-expected results in key geographic regions and channels.

As a result, we made revisions to the internal forecasts relating to our TOM FORD brand and Too Faced reporting unit.

Additionally, there were increases in the weighted average cost of capital for both the TOM FORD brand and Too Faced reporting unit as compared to the prior-year annual goodwill and other indefinite-lived intangible asset impairment testing as of April 1, 2024.

We concluded that the changes in circumstances in the TOM FORD brand and Too Faced reporting unit, along with increases in the weighted average cost of capital, triggered the need for interim impairment reviews of the TOM FORD trademark and the Too Faced trademark and goodwill.

These changes in circumstances were also an indicator that the carrying amounts of Too Faced’s long-lived assets, including customer lists, may not be recoverable.

Accordingly, we performed interim impairment tests for the TOM FORD and Too Faced trademarks and Too Faced goodwill as well as a recoverability test for the Too Faced long-lived assets as of December 31, 2024.

We concluded that the carrying value of the trademark intangible assets exceeded their estimated fair values, which were determined utilizing the relief-from-royalty method, and recorded an impairment charge of $773 million for TOM FORD and $75 million for Too Faced.

We concluded that the carrying amounts of the long-lived assets for Too Faced were recoverable.

Additionally, as a result of the interim impairment review, the remaining carrying value of Too Faced’s goodwill was not recoverable and we recorded an impairment charge of $13 million, reducing the carrying value to zero.

The most significant unobservable input used to estimate the fair value of the TOM FORD and Too Faced trademark intangible assets was the weighted average cost of capital, which was 11.5% and 14%, respectively.

Based on our annual goodwill and other indefinite-lived intangible asset impairment testing as of April 1, 2025, we determined that the carrying value of the Dr.Jart+ and Too Faced trademarks exceeded their estimated fair values.

As it relates to Dr.Jart+, a decision was made in the prior year in the reporting unit’s operating plan to exit the travel retail channel.

A revised strategy was implemented that included increased direct investment in other areas of the business, including in mainland China, to support the brand’s future growth.

However, given the lower-than-expected growth within key geographic regions in fiscal 2025, specifically within mainland China and Korea, it was determined that revisions to the internal forecasts were necessary which were finalized and approved in the fiscal 2025 fourth quarter in connection with the brand’s annual planning process, and reflected in the goodwill and other indefinite-lived intangible asset impairment testing as of April 1, 2025.

Members of the Lauder family, some of whom are directors, executive officers and/or employees, beneficially own, directly or indirectly, as of August [removed: 13, 2025,] [added: 12, 2026,] shares of our Company's Class A Common Stock and Class B Common Stock having approximately [removed: 84%] [added: 82%] of the outstanding voting power of the Common Stock.

Other - The other category includes royalty revenue from our licensing of the TOM FORD trademark to third parties [removed: since our fiscal 2023 acquisition of the TOM FORD brand] as well as sales from ancillary products and services that do not fit within the definitions of skin care, makeup, fragrance, and hair care.

| [removed: ] [added: ] | | | | | | Estée Lauder brand products, which have been sold since 1946, have a reputation for innovation, sophistication and superior quality. Estée Lauder is one of the world’s most renowned beauty brands, producing [removed: iconic] [added: high-performance] skin [removed: care,] [added: care and] makeup and [added: iconic] fragrances. | | |

| [removed: ] [added: ] | | | | | | We pioneered the marketing of prestige men’s [removed: fragrance, grooming] [added: fragrance] and [removed: skin care] [added: grooming] products with the introduction of Aramis products in 1964. | | |

| [removed: ] [added: ] | | | | | | Introduced in 1968, Clinique skin care and makeup products are all allergy tested and 100% fragrance free and have been designed to address individual skin types and needs. Clinique also offers select fragrances. The skin care and makeup products are based on the research and related expertise of leading dermatologists. | | |

| [removed: ] [added: ] | | | | | | Lab Series, introduced in 1987, is a series of high performance, specialized skin care solutions uniquely created to improve the look and feel of men’s skin. | | |

| [removed: ] [added: ] | | | | | | Introduced in 1990, Origins is [added: primarily] known for [removed: high-performance natural] [added: clinically proven, naturally powerful] skin care [removed: that is “powered by nature] and [removed: proven by science”] [added: body care for healthy looking skin] and [removed: also sells fragrance products.] [added: holistic well-being.] Origins has a license agreement to develop and sell beauty products using the name of Dr. Andrew Weil. | | |

| [removed: ] [added: ] | | | | | | M·A·C, the leading [added: prestige makeup] brand [removed: of professional cosmetics,] [added: globally,] was created in Toronto, Canada. After having acquired a majority interest in 1994, we completed our acquisition of M·A·C in 1998. The brand’s popularity has grown through a tradition of word-of-mouth endorsement from professional makeup artists, models, photographers and journalists around the world. | | |

| [removed: ] [added: ] | | | | | | Acquired in 1995, Bobbi Brown Cosmetics is a global prestige beauty brand known for its high quality and undertone-correct makeup and skin care products that celebrate individual beauty and confidence. Reflecting its artistry roots, the brand is focused on creating a teaching and learning community of [removed: women] [added: consumers] around the world. | | |

| ] [added: Mer.jpg](https://www.sec.gov/Archives/edgar/data/1001250/000100125026000041/el-20260630_g10.jpg)] | | | | | | Acquired in 1995, La Mer is a leading global luxury skin care brand that is available in limited distribution worldwide. The brand is known for its iconic Crème de la Mer moisturizer, serums and lotions, as well as other skin care and foundation products that are created around the original “Miracle Broth.” | | |

| [removed: ] [added: ] | | | | | | Acquired in 1997, Aveda sells high-performance, naturally-derived hair care products, as well as skin [removed: care, makeup and fragrance.] [added: care.] The brand is known for its innovative plant-based products and its commitment to environmental sustainability and corporate responsibility. [removed: It is distributed primarily through top-tier hair salons and direct-to-consumer, via online and Aveda stores.] | | |

| [removed: ] [added: ] | | | | | | Acquired a majority interest in 2000 (and the remaining interest in 2006), Bumble and bumble is a New York-based hair care brand that creates high-quality hair care and styling products. [removed: The brand is distributed primarily through top-tier salons, including Bumble and bumble’s own flagship salons, specialty-multi retailers and online.] | | |

| [removed: ] [added: ] | | | | | | Acquired in 2003, Darphin is a Paris-based, prestige skin care brand known for its high-performance [removed: botanical] [added: morphological] skin [removed: care. The brand is distributed primarily through high-end independent pharmacies and online brand and retailer channels.] [added: science.] | | |

| [removed: ] [added: ] | | | | | | In 2005, we entered into a license agreement [removed: under the TOM FORD brand name] and developed, manufactured and distributed luxury [removed: fragrances and] beauty [removed: products.] [added: products under the TOM FORD brand name.] In fiscal 2023, we acquired the TOM FORD brand and related intellectual property. The TOM FORD brand is a luxury brand [removed: created in 2005,] encompassing fashion, [removed: fragrance,] [added: beauty,] eyewear and other accessories. As the current owner and steward of the brand, we are continuing with the [added: development, manufacture and distribution of] beauty products and have licensed the fashion [removed: brand] and [removed: operations and] eyewear to third parties. Consistent with the fashion brand, our products exude seductive modern-day glamour and include luxury fragrance, color cosmetics, men’s grooming products and skin care products for discerning consumers globally. | | |

| [removed: ] [added: ] | | | | | | Acquired in 2010, Smashbox Cosmetics is a Los Angeles-based, photo studio-inspired makeup brand with high performance products created for our consumers' everyday life in the spotlight. | | |

| [removed: ] [added: ] | | | | | | Launched in 2012, AERIN is a [added: global] luxury lifestyle [removed: beauty and fragrance] brand inspired by the signature style of its founder, Aerin Lauder. | | |

| ] [added: Update.jpg](https://www.sec.gov/Archives/edgar/data/1001250/000100125026000041/el-20260630_g19.jpg)] | | | | | | Acquired in 2015, Les Editions de Parfums Frédéric Malle is a collection of exclusive, sophisticated, ultraluxury fragrances crafted by some of the world’s most talented perfumers and published by the brand. | | |

| ] [added: updated.jpg](https://www.sec.gov/Archives/edgar/data/1001250/000100125026000041/el-20260630_g20.jpg)] | | | | | | Acquired in 2015, GLAMGLOW started as a behind-the-scenes Hollywood secret to instant glow. The brand is known for bold, sensorial products that deliver instant results, and its unconventional philosophy that high performance skin care should also be fun and sexy. | | |

| ] [added: Paris.jpg](https://www.sec.gov/Archives/edgar/data/1001250/000100125026000041/el-20260630_g21.jpg)] | | | | | | Acquired in 2016, KILIAN PARIS is a prestige fragrance brand that embodies [removed: timeless sophistication] [added: audacious luxury] and [removed: modern luxury.] [added: timeless festive sophistication.] | | |

| [removed: ] [added: ] | | | | | | Acquired in 2016, Too Faced is a serious makeup brand that knows how to have fun. The brand is unabashedly pink, pretty and feminine with a playful wink that is beloved for its high-quality formulas, cheeky product names and distinctive packaging. | | |

| ] [added: Jart+.jpg](https://www.sec.gov/Archives/edgar/data/1001250/000100125026000041/el-20260630_g23.jpg)] | | | | | | Acquired in 2019, Dr.Jart+ is a Seoul-based, global skin care brand known for its innovative formulations and unique combination of dermatological science and art. | | |

| [added: ] | | | | | | [removed:  ] | | |

| [removed: ] [added: ] | | | | | | After increasing our investment to 76% in 2021, we purchased the remaining interest in the Deciem Beauty Group Inc. ("DECIEM") in 2024. Known as “The Abnormal Beauty Company,” DECIEM is a Toronto-based, vertically integrated multi-brand beauty company rooted in a consumer-focused and functional approach. Its portfolio includes The Ordinary, an ingredient-focused brand, [removed: and] NIOD, a science-driven skin care [removed: brand.] [added: brand, as well as Avestan, a brand focused on the exploration of unfamiliar fragrances and Loopha, a scented self-care brand with a scientific soul.] | | |

[removed: In] [added: For] some [removed: cases,] [added: of our historical minority investments,] we have acquired the remaining interests (e.g., Have & Be Co. Ltd. (i.e. Dr.Jart+) and DECIEM).

We have several minority investments [added: as of June 30, 2026,] including a company based in India that manufactures, markets and sells Ayurvedic skin care and other products under the Forest Essentials brand name, primarily in [removed: India.][added: India, for which we have signed an agreement, subject to regulatory approvals, to acquire the remaining interest, as well as an investment in a luxury skin care brand, with proprietary formulas designed to support skin repair and resilience at the cellular level.]

Our “Luxury Brands” are [added: prestige brands sold at luxury price points and include] La Mer, Jo Malone London, TOM FORD, AERIN Beauty, Le Labo, Editions de Parfums Frédéric Malle, KILIAN PARIS and [removed: BALMAIN] [added: Balmain] Beauty.

[removed: Our] [added: This] luxury portfolio also includes Estée Lauder's Re-Nutriv product franchise.

Our “Large [removed: Brands”] [added: Brands”, defined as brands that have net sales of $1,000 million or more,] are Estée Lauder, La Mer, [removed: Clinique] [added: M·A·C, Clinique, Jo Malone London] and [removed: M·A·C.][added: TOM FORD.]

Our “Developing [removed: Brands”] [added: Brands”, defined as brands with net sales of less than $400 million,] are [removed: Le Labo,] Too Faced, [removed: Dr.Jart+, Origins,] KILIAN PARIS, [added: Dr.Jart+, Origins,] Bumble and bumble, Editions de Parfums Frédéric Malle, Smashbox, Darphin Paris, Lab Series, [added: Balmain Beauty, Aramis,] AERIN Beauty, NIOD, [removed: Aramis, BALMAIN Beauty] [added: Avestan, Loopha] and GLAMGLOW.

Our social impact and sustainability initiatives help drive innovation, growth and [added: operational] efficiency across the business and within our brand [removed: portfolio.][added: portfolio, including through ingredient and packaging innovation and efforts to reduce cost and waste.]

[removed: These] [added: Our] initiatives also aim to [removed: foster] [added: enhance] employee engagement and [removed: build] [added: strengthen] consumer trust and loyalty.

[removed: Areas] [added: Our areas] of focus include [removed: climate and energy; packaging; sourcing;] green chemistry and ingredient transparency; [removed: inclusion;] [added: packaging; climate and energy; responsible sourcing;] employee [added: engagement,] health and safety; [added: philanthropic partnerships supporting women] and [added: girls; and] social [added: impact] investments.

We have [removed: set] [added: established] goals or [removed: made] commitments within these focus areas.

For example, our [removed: goals related to] climate and energy [removed: support] [added: goals are intended to advance] efficiency and conservation [removed: within] [added: across] our facilities, internal supply chain and [added: broader] value chain.

The Nominating and ESG Committee of our Board of Directors has oversight responsibility for our Company’s [removed: environmental,] social [added: impact] and [removed: governance (“ESG”)] [added: sustainability] activities and practices, including citizenship and sustainability matters.

Our social impact and sustainability efforts are led by our [added: Chief Sustainability Officer and Chief Value Chain Officer, under the oversight of our] President and Chief Executive Officer.

Other members of senior management, [removed: along] [added: together] with employees across the organization, help to drive our strategic initiatives concerning social impact and sustainability.

Our online sites, including our brand.com sites as well as those operated by authorized retailers and through third-party online platforms are [removed: in approximately 50 countries,] [added: across our geographic regions,] with a majority of these online sales generated in mainland China, the United States and the United Kingdom.

[removed: Over] [added: Approximately] 300 of the freestanding stores are multi-branded company stores, primarily in outlet malls.

Financial Statements and Supplementary Data – Note [removed: 15] [added: 14] – Revenue Recognition.*

As part of reimagining the way we work, we created our "One ELC" operating model, a scalable, integrated system designed to operate faster, execute with greater discipline, and drive growth.

One ELC is built on three elements: One Team, One Culture, and One Operating Ecosystem.

One Team is the simplification of the organization with fewer layers and silos, clearer ownership and faster decision making.

One Culture is the reinforcement of how teams work every day, grounded in accountability, bold, entrepreneurial thinking, and agility.

One Operating Ecosystem is the combination of shared platforms, data and strategic partners to enable consistent, scalable and effective execution across brands, regions and functions.



|  | | | | | | Acquired in 1999, Jo Malone London is synonymous with a distinctly British character that delights in the unexpected, with timeless, carefully-crafted scents designed for discovery. The fragrance house celebrates gift giving: whether it’s a token of appreciation or the grandest of gestures, a gift presented in the iconic cream and black box is instantly recognizable and rarely forgotten. | | |

|  | | | | | | Acquired in 2014, Le Labo was born in Grasse, the capital of perfumery in the South of France, and raised in New York City. The laboratory is Le Labo's namesake and practice: sanctuaries devoted to its craft of Slow Perfumery, where creations are hand-blended on site and to order. Its collection spans genderless perfumes and candles, alongside formulas for body, hair, and face, as well as a grooming line. | | |

|  | | | | | | Balmain Beauty was established in 2022 under a license agreement with Balmain S.A., extending the storied legacy of the Parisian fashion house founded in 1945 by Pierre Balmain into a new era of luxury beauty. Balmain embodies contemporary elegance, culture, and sensuality, inspiring fragrances that celebrate bold self-expression. Balmain Beauty introduced its first fragrances in fiscal 2025. | | |

Our “Scaling Brands”, defined as brands with net sales of $400 million or more, but less than $1,000 million, are The Ordinary, Le Labo, Bobbi Brown Cosmetics and Aveda.

As of June 30, 2026, we operated approximately 1,600 freestanding stores, which reflects the closure of freestanding stores in unproductive areas of our business and the opening of new freestanding stores during the fiscal year, as we continue to evolve our strategic focus on accelerating best-in-class consumer coverage.

Beginning in fiscal 2027, South Africa will no longer be included within our "Priority Emerging Markets".

Our marketing approach reflects a consumer engagement model designed to support the long-term equity and desirability of our brands while driving consumer discovery, engagement and conversion across markets and channels.

This strategy is built around “Bringing the Best to Everyone We Touch.”

In addition to continuing to retain existing consumers, we are also strategically focused on attracting new consumers.

Our marketing planning approach focuses on maximizing the visibility, effectiveness and efficiency of our marketing and advertising investments across the consumer journey to accelerate new consumer acquisition.

We deploy integrated marketing and media programs designed to both generate and optimize consumer demand and capture purchase intent across physical and digital environments.

Our approach seeks to accelerate the impact of brand-building activities through broad reach media such as print, television and out-of-home advertising, to increase top-of mind awareness, engagement and long-term brand equity and desirability.

Meanwhile, we seek to drive efficiencies with data, technology and precision of our performance and digital marketing activities, as well as leverage creator and influencer partnerships and optimize search environments and retail media networks, to better support discovery, conversion and loyalty across digital and social platforms.

Together, these activities enable a full-funnel marketing approach that connects brand storytelling, consumer engagement, search and discovery, commerce and loyalty across our own platforms and those of our retail partners to meet evolving consumer shopping behaviors.

Our One ELC Operating Model and unified global media model create a new enterprise operating system for growth.

Powered by a single global partner and an enterprise-led approach to media planning and buying, this model unlocks greater scale, precision, and impact, thus strengthening our ability to generate and capture demand while improving media effectiveness, efficiency, and agility across markets.

As prestige beauty discovery increasingly occurs across social platforms, creator ecosystems, digital marketplaces and retailer platforms, search engines and emerging LLMs (large language models), we continue to invest in capabilities that improve the visibility, relevance and performance of our brands in these environments.

This includes strengthening content, product information, digital merchandising, search optimization and media activation across both our own channels and those of our authorized retail partners.

As examples, we leverage AI and related technologies to help identify trends and insights, inform campaign development, test and optimize creative content, generate selected marketing content, improve targeting and search visibility, and optimize media planning and measurement.

We collaborate with a range of expert partners across technology, media, creative services, commerce and data analytics.

These partnerships help expand our capabilities, accelerate innovation, enable agility, and drive efficiency, while leveraging human expertise and technology to enhance the consumer experience.

This is achieved, in part, through our Environmental and Safety Management System, our system of health and safety policies and procedures, which is continually being enhanced and evolved.

Additionally, we invest in our equipment, facilities and people to drive injury prevention and to enhance the work environment through continuous improvement of safe practices and capabilities.

We remain committed to our values and support an inclusive environment for all of our employees by encouraging a culture of fairness, equal access to opportunities and ongoing learning and growth.

Additionally, our Grow Your Skills programming and Emerging Leaders Programs are core tenants that drive continuous development across our learning culture.

Our “Internal First” hiring approach prioritizes qualified internal candidates for eligible full-time roles before external recruitment, reflecting our commitment to developing, retaining and strategically deploying talent across the enterprise.

This strategy enhances career progression, strengthens leadership pipelines and preserves institutional knowledge, while enabling targeted upskilling to meet evolving business priorities across brands, regions and functions.

We believe this approach supports employee engagement, succession readiness and long-term organizational resilience.

| Name and Title | | | | | | Age | | | | | | Business Experience in the Past Five Years | | |

| René Lammers *Executive Vice President, Chief Research and Innovation Officer* | | | | | | 61 | | | | | | Executive Vice President, Chief Research & Innovation Officer (since October 2025) Prior to joining the Company in 2025, he served as Executive Vice President & Chief Science Officer (March 2019 to September 2025) at PepsiCo, Inc., a global beverage and convenient food company | | |

*As of August 12, 2026



| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

|  | | | | | | Acquired in 1999, Jo Malone London is a scented British lifestyle brand with understated elegance, offering enchanted story-telling and “High-Touch” boutique services. The brand’s famous colognes are perfect alone or artfully layered. Jo Malone London embodies the spirit of gifting generosity and inspires emotional elevation. | | |

|  | | | | | | Acquired in 2014, Le Labo is a sensory and experiential lifestyle brand, deeply rooted in the craft of slow perfumery. Born in Grasse, France and raised in downtown NYC, it offers hand-crafted and personalized fragrances, as well as ‘alternative’ and genuine experiences celebrating craftsmanship. | | |

|  | | | | | | BALMAIN Beauty was established in 2022 through a license from the fashion house Balmain Paris “to celebrate all the beauties of the world, no exceptions.” Building upon an exceptional fashion and fragrance legacy, BALMAIN Beauty launched its first fragrances in fiscal 2025. | | |

Our “Scaling Brands” are Jo Malone London, TOM FORD, The Ordinary, Aveda, and Bobbi Brown Cosmetics.

Certain goals are also intended to help us reduce cost and waste.

During fiscal 2025, we closed freestanding stores in underperforming areas of our business and opened new freestanding stores where growth opportunities existed.

We operated approximately 1,600 freestanding stores as of June 30, 2025.

Our references to North America within this document include the United States and Canada.

Our “High-Touch” approach is demonstrated through our integrated consumer engagement models that leverage our product specialists and technology to provide the consumer with a distinct and truly personalized experience.

We plan to continue to leverage our core strengths, including the quality of our products, our “High-Touch” consumer engagement and a diversified portfolio of brands, channels and geographies.

This enables us to elevate the consumer experience as we attract new consumers, create trial, build loyalty, drive consumer advocacy and address the transformation of consumer shopping behaviors.

Our marketing planning approach focuses on effective and impactful visible advertising spending, optimizing marketing programs, and eliminating low-return activities to accelerate new consumer acquisition.

For a number of products, we create and deploy 360° integrated consumer engagement programs.

We build brand equity and drive traffic to retail locations and to our own and authorized retailers’ websites including through digital and social media, broad reach advertising, such as billboards in cities and airports, television and email.

In addition, we seek editorial coverage for our brands and products in digital and social media and print, to drive influencer amplification.

We continue to focus on increasing our brand awareness and sales through our strategic emphasis on technology, by expanding our digital and omnichannel presence, including social media and influencer marketing.

Our ongoing investments in new analytical capabilities enable us to create more personalized experiences across our distribution channels.

We continue to innovate to better meet consumer online shopping preferences (e.g., how-to videos, ratings and reviews and mobile phone and tablet applications), support e-commerce businesses via digital and social marketing activities designed to build brand equity and “High-Touch” consumer engagement, in order to continue to offer better experiences and services and set the standard for prestige beauty shopping online.

We also support our authorized retailers to strengthen their e-commerce businesses and drive sales of our brands on their websites.

As examples, we are using AI to identify insights to inform consumer-centric campaigns, develop and test concepts, and produce creative content.

Such activities attract consumers and keep existing consumers engaged.

As consumer behaviors, digital-first consumer journeys and e-commerce evolve, we adjust our direct-to-consumer business models and consumer engagement programs.

These models and programs are designed to provide distinct one-to-one and one-to-many “High-Touch” omnichannel services and personalized experiences by leveraging technology and our talented beauty advisors, consultants, and makeup artists.

This is achieved, in part, through investment in equipment while enhancing the work environment through safe practices and capabilities.

Our competitors include L’Oreal S.A.; Unilever; Procter & Gamble; LVMH Moët Hennessey Louis Vuitton; Chanel S.A.; Beiersdorf; Shiseido Company, Ltd.; Coty Inc.; and Puig.

We continuously encourage a culture of fairness, equal access to opportunities, including positions of leadership, and ongoing learning and growth.

One example is our Talent Marketplace (called ELC Grow), which enables employees to explore roles, projects, and networking opportunities which align to their skills and career aspirations; empowering employees to take deliberate actions toward their growth and development.

| | | | | | | | | | | | | | | |

| Name | | | | | | Age | | | | | | Position(s) Held | | |

| Stéphane de La Faverie | | | | | | 51 | | | | | | President, Chief Executive Officer and a Director | | |

| Rashida La Lande | | | | | | 51 | | | | | | Executive Vice President and General Counsel | | |

*As of August 13, 2025

Mr. Canevari joined the Company in 2021 as Executive Vice President, Global Supply Chain, and his responsibilities and title changed to Executive Vice President, Chief Value Chain Officer, effective April 2025.

Previously, from July 2019 to April 2021, he served as Executive Vice President, Supply Chain, Europe, at Unilever PLC, a consumer goods company.

Ms. Webster joined the Company in 2021.

Previously from January 2021 to May 2021, she served as Chief of Staff, Domestic Policy Council, The White House; and from 2018 to 2021, she was Chief Communications Officer, Vox Media, Inc., an independent media company.

Financial Statements and Supplementary Data – Note [removed: 17] [added: 16] – Commitments and Contingencies.*

| | | | For the fiscal year ended June 30, [removed: 2025] [added: 2026] | | |

The aggregate market value of the registrant’s voting common equity held by non-affiliates of the registrant was approximately [removed: $17] [added: $26] billion at December 31, [removed: 2024] [added: 2025] (the last business day of the registrant’s most recently completed second quarter).*

At August [removed: 13, 2025, 234,347,415] [added: 12, 2026, 247,291,223] shares of the registrant’s Class A Common Stock, $.01 par value, and [removed: 125,542,029] [added: 114,507,344] shares of the registrant’s Class B Common Stock, $.01 par value, were outstanding.

| Proxy Statement for Annual Meeting of Stockholders to be held November [removed: 13, 2025] [added: 17, 2026] | | | | | | Part III | | |

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| [Part I:](#ic4f7b03e3bfe40e38b8a18999f1f1827_10) | | | | | | | | |

| [Part II:](#ic4f7b03e3bfe40e38b8a18999f1f1827_34) | | | | | | | | |

| [Part IV:](#ic4f7b03e3bfe40e38b8a18999f1f1827_82) | | | | | | | | |

| [Signatures](#ic4f7b03e3bfe40e38b8a18999f1f1827_91) | | | | | | [66](#ic4f7b03e3bfe40e38b8a18999f1f1827_91) | | |

| [Part I:](#i103a5eba2e0d4479b71ffd2b43a4959c_10) | | | | | | | | |

| [Part II:](#i103a5eba2e0d4479b71ffd2b43a4959c_34) | | | | | | | | |

| [Part IV:](#i103a5eba2e0d4479b71ffd2b43a4959c_82) | | | | | | | | |

| [Signatures](#i103a5eba2e0d4479b71ffd2b43a4959c_91) | | | | | | [69](#i103a5eba2e0d4479b71ffd2b43a4959c_91) | | |

This program includes implementing [added: and evolving] new technologies to proactively identify and monitor new vulnerabilities and reduce risk, conducting due diligence of third-party vendors’ information security programs, maintaining security policies and standards and regularly updating and testing our response planning and protocols.

We maintain a formal information security training program for employees that includes training on matters such as [added: identifying] phishing [added: attempts] and [removed: email] [added: web browsing/email] security best practices.

To evaluate and enhance our cybersecurity program, we periodically utilize third-party experts to undertake maturity assessments [added: and security testing] of the program.

The Audit Committee receives [removed: at least semi-annual] [added: periodic] updates from the CISO, which typically address our cybersecurity strategy, initiatives, key security metrics, business response plans and the evolving cyber threat landscape and a detailed threat assessment relating to information technology risks.

The following table sets forth our principal owned and leased manufacturing, assembly, research and development (“R&D”) and distribution facilities, some of which include contiguous office space, as well as our principal executive offices, as of August [removed: 13, 2025.][added: 12, 2026.]

| | | | Owned | | | | | | Leased | | | | | | Owned | | | | | | Leased | | | | | | Owned | | | | | | Leased | | | [added: | | | Owned | | | | | | Leased | | |]

| Manufacturing | | | 2 | | | | | | 2 | | | | | | 4 | | | | | | — | | | | | | 1 | | | | | | — | | | [added: | | | — | | | | | | — | | |]

| Distribution | | | — | | | | | | 6 | | | | | | [added: — | | | | | | 3 | | | | | |] 1 | | | | | | [removed: 6] [added: —] | | | | | | — | | | | | | 1 | | |

| Manufacturing and R&D | | | 1 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | [added: | | | — | | | | | | — | | |]

| Manufacturing and Assembly | | | — | | | | | | [removed: 2] [added: 1] | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | [added: | | | — | | | | | | — | | |]

| Distribution and Manufacturing | | | — | | | | | | — | | | | | | 1 | | | | | | — | | | | | | — | | | | | | — | | | [added: | | | — | | | | | | — | | |]

| Principal Executive Offices | | | — | | | | | | 1 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | [added: | | | — | | | | | | — | | |]

| Total | | | 4 | | | | | | [removed: 15] [added: 13] | | | | | | [removed: 6] [added: 5] | | | | | | [removed: 6] [added: 4] | | | | | | [removed: 1] [added: 2] | | | | | | [added: — | | | | | | — | | | | | |] 2 | | |

Certain of our manufacturing facilities are utilized primarily for the production of products relating to particular product categories: [removed: five] [added: four] for skin care and makeup; three for skin care; two for makeup; two for skin care and fragrance; and one for [removed: skin care and] hair care.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | The Americas | | | | | | | | | | | | EUKEM | | | | | | | | | | | | Asia/Pacific(1) | | | | | | | | | | | | Mainland China | | | | | | | | |

| R&D | | | 1 | | | | | | 3 | | | | | | — | | | | | | 1 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1 | | |

(1) These properties are generally included in the geographic region in which they are located, with the exception of our owned Distribution facility relating to our travel retail business, which is reported within our Asia/Pacific region.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | The Americas | | | | | | | | | | | | Europe, the Middle East & Africa | | | | | | | | | | | | Asia/Pacific | | | | | | | | |

| R&D | | | 1 | | | | | | 4 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1 | | |

On August [removed: 19, 2025,] [added: 18, 2026,] a dividend was declared in the amount of $.35 per share on our Class A and Class B Common Stock.

The dividend is payable in cash on September [removed: 16, 2025] [added: 15, 2026] to stockholders of record at the close of business on [removed: September 2, 2025.][added: August 31, 2026.]

As of August [removed: 13, 2025,] [added: 12, 2026,] there were [removed: 3,262] [added: 3,143] record holders of Class A Common Stock and [removed: 13] [added: 14] record holders of Class B Common Stock.

| April [removed: 2025] [added: 2026] | | | | | | — | | | | | | $ | — | | | | | — | | | | | | 25,073,242 | | |

| June [removed: 2025] [added: 2026] | | | | | | — | | | | | | — | | | | | | — | | | | | | 25,073,242 | | |

The returns are calculated by assuming an investment of $100 in the Class A Common Stock and in each index on June 30, [removed: 2020.][added: 2021.]

[removed: ![FY2025] [added: ![FY26] Performance [removed: Graph.jpg](https://www.sec.gov/Archives/edgar/data/1001250/000100125025000099/el-20250630_g28.jpg)][added: Graph.jpg](https://www.sec.gov/Archives/edgar/data/1001250/000100125026000041/el-20260630_g30.jpg)]

| May 2026 | | | | | | 577 | | | | | | 79.44 | | | | | | — | | | | | | 25,073,242 | | |

| | | | | | | 577 | | | | | | 79.44 | | | | | | — | | | | | | | | |

| May 2025 | | | | | | 3,865 | | | | | | 64.84 | | | | | | — | | | | | | 25,073,242 | | |

| | | | | | | 3,865 | | | | | | 64.84 | | | | | | — | | | | | | | | |

The Chief Executive Officer and the Chief Financial Officer, with assistance from other members of management, have evaluated the effectiveness of our disclosure controls and procedures, and, based on their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the disclosure controls and procedures were effective as of June 30, [removed: 2025.][added: 2026.]

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the fourth quarter of fiscal [removed: 2025] [added: 2026] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

During the fiscal [removed: 2025] [added: 2026] fourth quarter, none of the Company’s directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408(a) of Regulation S-K under the Exchange Act.

*Disclosure Required Pursuant to Section 13(r) of the Securities Exchange Act of 1934*

During the fiscal 2026 fourth quarter, the Company made payments of five hundred and twenty-nine U.S. dollars to maintain its intellectual property rights in Iran, as part of its intellectual property protection efforts, under a specific license granted by the U.S. Department of Treasury’s Office of Foreign Asset Control (OFAC).

The Company does not generate any revenues or profits from this activity, and plans to continue these activities, as authorized under the specific license.

These trademarks are registered with the Intellectual Property Center of the Islamic Republic of Iran (IPC) through intellectual property counsel and service providers located in the United Arab Emirates and Iran.

The payments were made to IPC at its account at the Central Bank of Iran, which was designated by OFAC as sanctioned under its counterterrorism authority pursuant to Executive Order 13224 on September 20, 2019.

Business – Information about our Executive Officers,* will be included in our Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders (the [removed: “2025] [added: “2026] Proxy Statement”).

The [removed: 2025] [added: 2026] Proxy Statement will be filed within 120 days after the close of the fiscal year ended June 30, [removed: 2025] [added: 2026] and such information is incorporated herein by reference.

The information required by this Item will be included in the [removed: 2025] [added: 2026] Proxy Statement.

The [removed: 2025] [added: 2026] Proxy Statement will be filed within 120 days after the close of the fiscal year ended June 30, [removed: 2025] [added: 2026] and such information is incorporated herein by reference.

The information required by this Item, not already provided under *Equity Compensation Plan Information* as set forth below, will be included in the [removed: 2025] [added: 2026] Proxy Statement.

The [removed: 2025] [added: 2026] Proxy Statement will be filed within 120 days after the close of the fiscal year ended June 30, [removed: 2025] [added: 2026] and such information is incorporated herein by reference.

The following table summarizes the equity compensation plans under which our securities may be issued as of June 30, [removed: 2025] [added: 2026] and does not include grants made or cancelled and options exercised after such date.

Equity Compensation Plan Information as of June 30, [removed: 2025][added: 2026]

(2)Consists of [removed: 8,686,470] [added: 8,646,747] shares issuable upon exercise of outstanding options, [removed: 4,301,768] [added: 5,460,285] shares issuable upon conversion of outstanding Restricted Stock Units, [removed: 985,340] [added: 795,633] shares issuable upon conversion of outstanding Performance Share Units (“PSUs”) (assuming maximum payout for unvested PSUs, including those pending approval by the Stock Plan Subcommittee of our Board of Directors), [removed: 106,879 shares issuable upon conversion of Share Units] and [removed: 154,505] [added: 94,132] shares issuable upon conversion of [removed: Long-term PSUs, including Price-vested units (“PVUs”).][added: Share Units.]

(3)Calculated based upon outstanding options in respect of [removed: 8,686,470] [added: 8,646,747] shares of our Class A Common Stock.

As of June 30, [removed: 2025,] [added: 2026,] there were [removed: 14,942,974] [added: 11,462,646] shares of Class A Common Stock available for issuance under the 2002 Plan (assuming maximum payout for unvested PSUs, including those pending approval by the Stock Plan Subcommittee of our Board of Directors).

As of June 30, [removed: 2025,] [added: 2026,] there were [removed: 342,390] [added: 295,214] shares available for issuance under the Director Plan.

If all of the outstanding options, warrants, rights, stock units and share units, as well as the securities available for future issuance, included in the first and third columns in the table above were converted to shares of Class A Common Stock as of June 30, [removed: 2025,] [added: 2026,] the total shares of Common Stock outstanding (i.e. Class A plus Class B) would increase [removed: 8%] [added: 7%] to [removed: 389,287,179.][added: 388,553,224.]

Of the outstanding options to purchase [removed: 8,686,470] [added: 8,646,747] shares of Class A Common Stock, options to purchase [removed: 580,243] [added: 87,460] shares have an exercise price less than [removed: $80.80,] [added: $78.95,] the closing price on June 30, [removed: 2025.][added: 2026.]

Assuming the exercise of only in-the-money options, the total shares outstanding would increase by less than 1% to [removed: 360,347,097.][added: 361,886,027.]

| Equity compensation plans approved by security holders(1) | | | | | | 14,996,797 | | | | | | $169.67 | | | | | | 11,757,860 | | |

| Equity compensation plans approved by security holders(1) | | | | | | 14,234,962 | | | | | | $175.21 | | | | | | 15,285,363 | | |

The information required by this Item will be included in the [removed: 2025] [added: 2026] Proxy Statement.

The [removed: 2025] [added: 2026] Proxy Statement will be filed within 120 days after the close of the fiscal year ended June 30, [removed: 2025] [added: 2026] and such information is incorporated herein by reference.

The information required by this Item will be included in the [removed: 2025] [added: 2026] Proxy Statement.

The [removed: 2025] [added: 2026] Proxy Statement will be filed within 120 days after the close of the fiscal year ended June 30, [removed: 2025] [added: 2026] and such information is incorporated herein by reference.

| [removed: 3.1] [added: 10.1] | | | | | | [removed: Restated Certificate of Incorporation,] [added: Stockholders’ Agreement,] dated November [removed: 16,] [added: 22,] 1995 (filed as Exhibit [removed: 3.1] [added: 10.1] to our [removed: Annual Report on] Form 10-K filed on September 15, [removed: 2003) (SEC File No. 1-14064).*] [added: 2003).*] | | |

| [removed: 3.1a] [added: 3.1] | | | | | | [removed: Certificate of Amendment of the] Restated Certificate of Incorporation of The Estée Lauder Companies Inc. (filed as Exhibit 3.1 to our [removed: Current Report on] Form 8-K filed on November [removed: 13, 2012) (SEC File No. 1-14064).*] [added: 18, 2025).*] | | |

| [removed: 3.3] [added: 3.2] | | | | | | Amended and Restated Bylaws (filed as Exhibit 3.2 to our [removed: Current Report on] Form 8-K filed on May 23, [removed: 2025) (SEC File No. 1-14064).*] [added: 2025).*] | | |

| 4.1 | | | | | | Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of [removed: 1934.] [added: 1934 (filed as Exhibit 4.1 to our Form 10-K filed on August 20, 2025).*] | | |

| 4.2 | | | | | | Indenture, dated November 5, 1999, between the Company and State Street Bank and Trust Company, N.A. (filed as Exhibit 4 to Amendment No. 1 to our [removed: Registration Statement on] Form S-3 (No. 333-85947) filed on November 5, [removed: 1999) (SEC File No. 1-14064).*] [added: 1999).*] | | |

| 4.3 | | | | | | Officers’ Certificate, dated September 29, 2003, defining certain terms of the 5.75% Senior Notes due 2033 (filed as Exhibit 4.2 to our [removed: Current Report on] Form 8-K filed on September 29, [removed: 2003) (SEC File No. 1-14064).*] [added: 2003).*] | | |

| 4.4 | | | | | | Global Note for 5.75% Senior Notes due 2033 (filed as Exhibit 4.3 to our [removed: Current Report on] Form 8-K filed on September 29, [removed: 2003) (SEC File No. 1-14064).*] [added: 2003).*] | | |

| 4.5 | | | | | | Officers’ Certificate, dated May 1, 2007, defining certain terms of the 6.000% Senior Notes due 2037 (filed as Exhibit 4.2 to our [removed: Current Report on] Form 8-K filed on May 1, [removed: 2007) (SEC File No. 1-14064).*] [added: 2007).*] | | |

| 4.6 | | | | | | Global Note for 6.000% Senior Notes due 2037 (filed as Exhibit 4.4 to our [removed: Current Report on] Form 8-K filed on May 1, [removed: 2007) (SEC File No. 1-14064).*] [added: 2007).*] | | |

| 4.7 | | | | | | Officers’ Certificate, dated August 2, 2012, defining certain terms of the 3.700% Senior Notes due 2042 (filed as Exhibit 4.2 to our [removed: Current Report on] Form 8-K filed on August 2, [removed: 2012) (SEC File No. 1-14064).*] [added: 2012).*] | | |

| 4.8 | | | | | | Global Note for the 3.700% Senior Notes due 2042 (filed as Exhibit 4.4 to our [removed: Current Report on] Form 8-K filed on August 2, [removed: 2012) (SEC File No. 1-14064).*] [added: 2012).*] | | |

| 4.9 | | | | | | Officers’ Certificate, dated June 4, 2015, defining certain terms of the 4.375% Senior Notes due 2045 (filed as Exhibit 4.1 to our [removed: Current Report on] Form 8-K filed on June 4, [removed: 2015) (SEC File No. 1-14064).*] [added: 2015).*] | | |

| 4.10 | | | | | | Global Note for the 4.375% Senior Notes due 2045 (filed as Exhibit 4.2 to our [removed: Current Report on] Form 8-K filed on June 4, [removed: 2015) (SEC File No. 1-14064).*] [added: 2015).*] | | |

| 4.11 | | | | | | Officers’ Certificate, dated May 10, 2016, defining certain terms of the 4.375% Senior Notes due 2045 (filed as Exhibit 4.3 to our [removed: Current Report on] Form 8-K filed on May 10, [removed: 2016) (SEC File No. 1-14064).*] [added: 2016).*] | | |

| 4.12 | | | | | | Global Note for the 4.375% Senior Notes due 2045 (filed as Exhibit B in Exhibit 4.3 to our [removed: Current Report on] Form 8-K filed on May 10, [removed: 2016) (SEC File No. 1-14064).*] [added: 2016).*] | | |

| 4.13 | | | | | | Officers’ Certificate, dated February 9, 2017, defining certain terms of the 3.150% Senior Notes due 2027 (filed as Exhibit 4.3 to our [removed: Current Report on] Form 8-K filed on February 9, [removed: 2017) (SEC File No. 1-14064).*] [added: 2017).*] | | |

| 4.14 | | | | | | Form of Global Note for the 3.150% Senior Notes due 2027 (included as Exhibit A in Exhibit 4.3 to our [removed: Current Report on] Form 8-K filed on February 9, [removed: 2017) (SEC File No. 1-14064).*] [added: 2017).*] | | |

| 4.15 | | | | | | Officers’ Certificate, dated February 9, 2017, defining certain terms of the 4.150% Senior Notes due 2047 (filed as Exhibit 4.5 to our [removed: Current Report on] Form 8-K filed on February 9, [removed: 2017) (SEC File No. 1-14064).*] [added: 2017).*] | | |

| 4.16 | | | | | | Form of Global Note for the 4.150% Senior Notes due 2047 (included as Exhibit A in Exhibit 4.5 to our [removed: Current Report on] Form 8-K filed on February 9, [removed: 2017) (SEC File No. 1-14064).*] [added: 2017).*] | | |

| 4.17 | | | | | | Officers’ Certificate, dated November 21, 2019, defining certain terms of the [removed: 2.000%] [added: 2.375%] Senior Notes due [removed: 2024] [added: 2029] (filed as Exhibit [removed: 4.1] [added: 4.3] to our [removed: Current Report on] Form 8-K filed on November 21, [removed: 2019) (SEC File No. 1-14064).*] [added: 2019).*] | | |

| 4.18 | | | | | | Form of Global Note for the [removed: 2.000%] [added: 2.375%] Senior Notes due [removed: 2024] [added: 2029] (included as Exhibit A in Exhibit [removed: 4.1] [added: 4.3] to our [removed: Current Report on] Form 8-K filed on November 21, [removed: 2019) (SEC File No. 1-14064).*] [added: 2019).*] | | |

| 4.19 | | | | | | Officers’ Certificate, dated November 21, 2019, defining certain terms of the [removed: 2.375%] [added: 3.125%] Senior Notes due [removed: 2029] [added: 2049] (filed as Exhibit [removed: 4.3] [added: 4.5] to our [removed: Current Report on] Form 8-K filed on November 21, [removed: 2019) (SEC File No. 1-14064).*] [added: 2019).*] | | |

| 4.20 | | | | | | Form of Global Note for the [removed: 2.375%] [added: 3.125%] Senior Notes due [removed: 2029] [added: 2049] (included as Exhibit A in Exhibit [removed: 4.3] [added: 4.5] to our [removed: Current Report on] Form 8-K filed on November 21, [removed: 2019) (SEC File No. 1-14064).*] [added: 2019).*] | | |

| 4.21 | | | | | | Officers’ Certificate, dated [removed: November 21, 2019,] [added: April 13, 2020,] defining certain terms of the [removed: 3.125%] [added: 2.600%] Senior Notes due [removed: 2049] [added: 2030] (filed as Exhibit [removed: 4.5] [added: 4.1] to our [removed: Current Report on] Form 8-K filed on [removed: November 21, 2019) (SEC File No. 1-14064).*] [added: April 13, 2020).*] | | |

| 4.22 | | | | | | Form of Global Note for the [removed: 3.125%] [added: 2.600%] Senior Notes due [removed: 2049] [added: 2030] (included as Exhibit A in Exhibit [removed: 4.5] [added: 4.1] to our [removed: Current Report on] Form 8-K filed on [removed: November 21, 2019) (SEC File No. 1-14064).*] [added: April 13, 2020).*] | | |

| 4.23 | | | | | | Officers’ Certificate, dated [removed: April 13, 2020,] [added: March 4, 2021,] defining certain terms of the [removed: 2.600%] [added: 1.950%] Senior Notes due [removed: 2030] [added: 2031] (filed as Exhibit 4.1 to our [removed: Current Report on] Form 8-K filed on [removed: April 13, 2020) (SEC File No. 1-14064).*] [added: March 4, 2021).*] | | |

| 4.24 | | | | | | Form of Global Note for the [removed: 2.600%] [added: 1.950%] Senior Notes due [removed: 2030] [added: 2031] (included as Exhibit A in Exhibit 4.1 to our [removed: Current Report on] Form 8-K filed on [removed: April 13, 2020) (SEC File No. 1-14064).*] [added: March 4, 2021).*] | | |

| 4.25 | | | | | | Officers’ Certificate, dated [removed: March 4, 2021,] [added: May 12, 2023,] defining certain terms of the [removed: 1.950%] [added: 4.375%] Senior Notes due [removed: 2031] [added: 2028] (filed as Exhibit 4.1 to our [removed: Current Report on] Form 8-K filed on [removed: March 4, 2021) (SEC File No. 1-14064).*] [added: May 12, 2023).*] | | |

| 4.26 | | | | | | Form of Global Note for the [removed: 1.950%] [added: 4.375%] Senior Notes due [removed: 2031] [added: 2028] (included as Exhibit A in Exhibit 4.1 to our [removed: Current Report on] Form 8-K filed on [removed: March 4, 2021) (SEC File No. 1-14064).*] [added: May 12, 2023).*] | | |

| 4.27 | | | | | | Officers’ Certificate, dated May 12, 2023, defining certain terms of the [removed: 4.375%] [added: 4.650%] Senior Notes due [removed: 2028] [added: 2033] (filed as Exhibit [removed: 4.1] [added: 4.3] to our [removed: Current Report on] Form 8-K filed on May 12, [removed: 2023) (SEC File No. 1-14064).*] [added: 2023).*] | | |

| 4.28 | | | | | | Form of Global Note for the [removed: 4.375%] [added: 4.650%] Senior Notes due [removed: 2028] [added: 2033] (included as Exhibit A in Exhibit [removed: 4.1] [added: 4.3] to our [removed: Current Report on] Form 8-K filed on May 12, [removed: 2023) (SEC File No. 1-14064).*] [added: 2023).*] | | |

| 4.29 | | | | | | Officers’ Certificate, dated May 12, 2023, defining certain terms of the [removed: 4.650%] [added: 5.150%] Senior Notes due [removed: 2033] [added: 2053] (filed as Exhibit [removed: 4.3] [added: 4.5] to our [removed: Current Report on] Form 8-K filed on May 12, [removed: 2023) (SEC File No. 1-14064).*] [added: 2023).*] | | |

| 4.30 | | | | | | Form of Global Note for the [removed: 4.650%] [added: 5.150%] Senior Notes due [removed: 2033] [added: 2053] (included as Exhibit A in Exhibit [removed: 4.3] [added: 4.5] to our [removed: Current Report on] Form 8-K filed on May 12, [removed: 2023) (SEC File No. 1-14064).*] [added: 2023).*] | | |

| 4.31 | | | | | | Officers’ Certificate, dated [removed: May 12, 2023,] [added: February 14, 2024,] defining certain terms of the [removed: 5.150%] [added: 5.000%] Senior Notes due [removed: 2053] [added: 2034] (filed as Exhibit [removed: 4.5] [added: 4.1] to our [removed: Current Report on] Form 8-K filed on [removed: May 12, 2023) (SEC File No. 1-14064).*] [added: February 14, 2024).*] | | |

| 4.32 | | | | | | Form of Global Note for the [removed: 5.150%] [added: 5.000%] Senior Notes due [removed: 2053] [added: 2034] (included as Exhibit A in Exhibit [removed: 4.5] [added: 4.1] to our [removed: Current Report on] Form 8-K filed on [removed: May 12, 2023) (SEC File No. 1-14064).*] [added: February 14, 2024).*] | | |

| [removed: 10.1] [added: 10.2] | | | | | | [removed: Stockholders’] [added: Registration Rights] Agreement, dated November 22, 1995 (filed as Exhibit [removed: 10.1] [added: 10.2] to our [removed: Annual Report on] Form 10-K filed on September 15, [removed: 2003) (SEC File No. 1-14064).*] [added: 2003).*] | | |

| 10.1a | | | | | | Amendment No. 1 to Stockholders’ Agreement (filed as Exhibit 10.1 to our [removed: Quarterly Report on] Form 10-Q filed on October 30, [removed: 1996) (SEC File No. 1-14064).*] [added: 1996).*] | | |

| 10.1b | | | | | | Amendment No. 2 to Stockholders’ Agreement (filed as Exhibit 10.2 to our [removed: Quarterly Report on] Form 10-Q filed on January 28, [removed: 1997) (SEC File No. 1-14064).*] [added: 1997).*] | | |

| 10.1c | | | | | | Amendment No. 3 to Stockholders’ Agreement (filed as Exhibit 10.2 to our [removed: Quarterly Report on] Form 10-Q filed on April 29, [removed: 1997) (SEC File No. 1-14064).*] [added: 1997).*] | | |

| 10.1d | | | | | | Amendment No. 4 to Stockholders’ Agreement (filed as Exhibit 10.1d to our [removed: Annual Report on] Form 10-K filed on September 18, [removed: 2000) (SEC File No. 1-14064).*] [added: 2000).*] | | |

| 10.11 | | | | | | Employment Agreement with Rashida La Lande (filed as Exhibit 10.15 to our Form 10-K filed on August 20, 2025).*† | | |

| 10.12 | | | | | | Employment Agreement with Roberto Canevari.† | | |

| 10.20a | | | | | | Amended and Restated Services Agreement, dated as of August 18, 2026, by and among Estee Lauder Inc. and Melville Management Corporation. | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Exhibit Number | | | | | | Description | | |

| 3.2 | | | | | | Certificate of Retirement of $6.50 Cumulative Redeemable Preferred Stock (filed as Exhibit 3.2 to our Current Report on Form 8-K filed on July 19, 2012) (SEC File No.1-14064).* | | |

| 4.33 | | | | | | Officers’ Certificate, dated February 14, 2024, defining certain terms of the 5.000% Senior Notes due 2034 (filed as Exhibit 4.1 to our Current Report on Form 8-K filed on February 14, 2024) (SEC File No. 1-14064).* | | |

| 4.34 | | | | | | Form of Global Note for the 5.000% Senior Notes due 2034 (included as Exhibit A in Exhibit 4.1 to our Current Report on Form 8-K filed on February 14, 2024) (SEC File No. 1-14064).* | | |

| 10.2 | | | | | | Registration Rights Agreement, dated November 22, 1995 (filed as Exhibit 10.2 to our Annual Report on Form 10-K filed on September 15, 2003) (SEC File No. 1-14064).* | | |

| 10.5b | | | | | | Executive Annual Incentive Plan (SEC File No. 1-14064).† | | |

| 10.6 | | | | | | Employment Agreement with Tracey T. Travis (filed as Exhibit 10.1 to our Current Report on Form 8-K filed on July 20, 2012) (SEC File No. 1-14064).*† | | |

| 10.7 | | | | | | Employment Agreement with Leonard A. Lauder (filed as Exhibit 10.8 to our Annual Report on Form 10-K filed on September 17, 2001) (SEC File No. 1-14064).*† | | |

| 10.7a | | | | | | Amendment to Employment Agreement with Leonard A. Lauder (filed as Exhibit 10.8a to our Annual Report on Form 10-K filed on September 17, 2002) (SEC File No. 1-14064).*† | | |

| 10.7b | | | | | | Amendment to Employment Agreement with Leonard A. Lauder (filed as Exhibit 10.2 to our Current Report on Form 8-K filed on November 17, 2005) (SEC File No. 1-14064).*† | | |

| 10.7d | | | | | | Amendment to Employment Agreement with Leonard A. Lauder (filed as Exhibit 10.8 to our Quarterly Report on Form 10-Q filed on October 30, 2009) (SEC File No. 1-14064).*† | | |

| 10.7f | | | | | | Amendment to Employment Agreement with Leonard A. Lauder (filed as Exhibit 10.7f to our Annual Report on Form 10-K filed on August 20, 2015) (SEC File No. 1-14064).*† | | |

| 10.7g | | | | | | Amendment to Employment Agreement with Leonard A. Lauder (filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on May 1, 2020) (SEC File No. 1-14064).*† | | |

| 10.8a | | | | | | Amendment to Employment Agreement with William P. Lauder (filed as Exhibit 10.1 to our Current Report on Form 8-K filed on February 27, 2013) (SEC File No. 1-14064).*† | | |

| 10.9 | | | | | | Employment Agreement with Fabrizio Freda (filed as Exhibit 10.1 to our Current Report on Form 8-K filed on February 11, 2011) (SEC File No. 1-14064).*† | | |

| 10.9a | | | | | | Amendment to Employment Agreement with Fabrizio Freda and Stock Option Agreements (filed as Exhibit 10.2 to our Current Report on Form 8-K filed on February 27, 2013) (SEC File No. 1-14064).*† | | |

| 10.9b | | | | | | Second Amendment to Employment Agreement with Fabrizio Freda (filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on February 4, 2025) (SEC File No. 1-14064).*† | | |

| 10.11 | | | | | | Employment Agreement with Jane Lauder (filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on May 3, 2023) (SEC File No. 1-14064).*† | | |

| 10.12 | | | | | | Employment Agreement with Peter Jueptner (filed as Exhibit 10.12 to our Annual Report on Form 10-K filed on August 18, 2023) (SEC File No. 1-14064).*† | | |

| 10.15 | | | | | | Employment Agreement with Rashida La Lande (SEC File No. 1-14064).† | | |

| 10.19a | | | | | | Summary of Compensation For Non-Employee Directors of the Company (filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on November 1, 2017) (SEC File No. 1-14064).*† | | |

| 10.19b | | | | | | Summary of Compensation For Non-Employee Directors of the Company (filed as Exhibit 10.16b to our Annual Report on Form 10-K filed on August 27, 2021) (SEC File No. 1-14064).*† | | |

| 10.19c | | | | | | Summary of Compensation for Non-Employee Directors of the Company (filed as Exhibit 10.4 to our Quarterly Report on Form 10-Q filed on February 4, 2025) (SEC File No. 1-14064).*† | | |

| 10.21s | | | | | | Form of Non-annual Restricted Stock Unit Award Agreement for Employees including Executive Officers under The Estée Lauder Companies Inc. Amended and Restated Fiscal 2002 Share Incentive Plan (including Form of Notice of Grant) (SEC File No. 1-14064).† | | |

| 10.21t | | | | | | Form of PRGP Non-annual Restricted Stock Unit Award Agreement for Employees including Executive Officers under The Estée Lauder Companies Inc. Amended and Restated Fiscal 2002 Share Incentive Plan (including Form of Notice of Grant) (SEC File No. 1-14064).† | | |

| Date: August [removed: 20, 2025] [added: 19, 2026] | | | | | | | | |

| STÉPHANE DE LA FAVERIE* | | | | | | President, Chief Executive Officer and a Director (Principal Executive Officer) | | | | | | August [removed: 20, 2025] [added: 19, 2026] | | |

| CHARLENE BARSHEFSKY* | | | | | | Director | | | | | | August [removed: 20, 2025] [added: 19, 2026] | | |

| PAUL J. FRIBOURG* | | | | | | Director | | | | | | August [removed: 20, 2025] [added: 19, 2026] | | |

| JENNIFER HYMAN* | | | | | | Director | | | | | | August [removed: 20, 2025] [added: 19, 2026] | | |

| GARY M. LAUDER* | | | | | | Director | | | | | | August [removed: 20, 2025] [added: 19, 2026] | | |

| JANE LAUDER* | | | | | | Director | | | | | | August [removed: 20, 2025] [added: 19, 2026] | | |

| WILLIAM P. LAUDER* | | | | | | Chair of the Board | | | | | | August [removed: 20, 2025] [added: 19, 2026] | | |

| ARTURO NUÑEZ* | | | | | | Director | | | | | | August [removed: 20, 2025] [added: 19, 2026] | | |

| BARRY S. STERNLICHT* | | | | | | Director | | | | | | August [removed: 20, 2025] [added: 19, 2026] | | |

| JENNIFER TEJADA* | | | | | | Director | | | | | | August [removed: 20, 2025] [added: 19, 2026] | | |

| RICHARD F. ZANNINO* | | | | | | Director | | | | | | August [removed: 20, 2025] [added: 19, 2026] | | |

| ERIC L. ZINTERHOFER* | | | | | | Director | | | | | | August [removed: 20, 2025] [added: 19, 2026] | | |

| /s/ AKHIL SHRIVASTAVA | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | | | | | | August [removed: 20, 2025] [added: 19, 2026] | | |

[removed: THE ESTÉE LAUDER COMPANIES INC.][added: | Other comprehensive (loss) income attributable to The Estée Lauder Companies Inc. | | | | | | (26) | | | | | | 13 | | | | | | (133) | | |]

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| [Consolidated Balance [removed: Sheets](#i103a5eba2e0d4479b71ffd2b43a4959c_109)] [added: Sheets](#ic4f7b03e3bfe40e38b8a18999f1f1827_109)] | | | [removed: [F-](#i103a5eba2e0d4479b71ffd2b43a4959c_109)] [added: [F-](#ic4f7b03e3bfe40e38b8a18999f1f1827_109)] | | | [removed: [8](#i103a5eba2e0d4479b71ffd2b43a4959c_109)] [added: [7](#ic4f7b03e3bfe40e38b8a18999f1f1827_109)] | | |

| [Consolidated Statements of Equity and Redeemable Noncontrolling [removed: Interest](#i103a5eba2e0d4479b71ffd2b43a4959c_112)] [added: Interest](#ic4f7b03e3bfe40e38b8a18999f1f1827_112)] | | | [removed: [F-](#i103a5eba2e0d4479b71ffd2b43a4959c_112)] [added: [F-](#ic4f7b03e3bfe40e38b8a18999f1f1827_112)] | | | [removed: [9](#i103a5eba2e0d4479b71ffd2b43a4959c_112)] [added: [8](#ic4f7b03e3bfe40e38b8a18999f1f1827_112)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i103a5eba2e0d4479b71ffd2b43a4959c_115)] [added: Flows](#ic4f7b03e3bfe40e38b8a18999f1f1827_115)] | | | [removed: [F-](#i103a5eba2e0d4479b71ffd2b43a4959c_115)] [added: [F-](#ic4f7b03e3bfe40e38b8a18999f1f1827_115)] | | | [removed: [10](#i103a5eba2e0d4479b71ffd2b43a4959c_115)] [added: [9](#ic4f7b03e3bfe40e38b8a18999f1f1827_115)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i103a5eba2e0d4479b71ffd2b43a4959c_118)] [added: Statements](#ic4f7b03e3bfe40e38b8a18999f1f1827_118)] | | | [removed: [F-](#i103a5eba2e0d4479b71ffd2b43a4959c_118)] [added: [F-](#ic4f7b03e3bfe40e38b8a18999f1f1827_118)] | | | [removed: [11](#i103a5eba2e0d4479b71ffd2b43a4959c_118)] [added: [10](#ic4f7b03e3bfe40e38b8a18999f1f1827_118)] | | |

| [Schedule II - Valuation and Qualifying [removed: Accounts](#i103a5eba2e0d4479b71ffd2b43a4959c_211)] [added: Accounts](#ic4f7b03e3bfe40e38b8a18999f1f1827_214)] | | | [removed: [S-](#i103a5eba2e0d4479b71ffd2b43a4959c_211)] [added: [S-](#ic4f7b03e3bfe40e38b8a18999f1f1827_214)] | | | [removed: [1](#i103a5eba2e0d4479b71ffd2b43a4959c_211)] [added: [1](#ic4f7b03e3bfe40e38b8a18999f1f1827_214)] | | |

Based on this assessment, the Company’s management has concluded that, as of June 30, [removed: 2025,] [added: 2026,] the Company’s internal control over financial reporting was effective.

The effectiveness of the Company’s internal control over financial reporting as of June 30, [removed: 2025] [added: 2026] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears under the heading “Report of Independent Registered Public Accounting Firm.”

[added: |] August [removed: 20,] [added: 19,] 2025 [added: | | | | | | September 2, 2025 | | | | | | September 16, 2025 | | | | | | $ | .35 | |]

We have audited the accompanying consolidated balance sheets of The Estée Lauder Companies Inc. and its subsidiaries (the “Company”) as of June 30, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] and the related consolidated statements of [removed: (loss) earnings,] [added: earnings (loss),] of comprehensive [removed: (loss) income,] [added: income (loss),] of equity and redeemable noncontrolling interest and of cash flows for each of the three years in the period ended June 30, [removed: 2025,] [added: 2026,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended June 30, [removed: 2025] [added: 2026] appearing on page S-1 (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of June 30, [removed: 2025,] [added: 2026,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] and the results of its operations and its cash flows for each of the three years in the period ended June 30, [removed: 2025] [added: 2026] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, [removed: 2025,] [added: 2026,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (i) [removed: relate] [added: relates] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

As described in Notes 2 and [removed: 6] [added: 5] to the consolidated financial statements, the Company’s consolidated [added: other] indefinite-lived intangible assets balance was [removed: $3,123] [added: $3,081] million as of June 30, [removed: 2025,] [added: 2026, a significant portion] of which [removed: $1,805 million relates] [added: related] to [removed: the TOM FORD trademark.][added: certain trademarks.]

Management assesses [added: other] indefinite-lived intangible assets at least annually for impairment as of the beginning of the fiscal fourth quarter or more frequently if certain events or circumstances exist.

[removed: As disclosed by management, the] [added: The] estimated fair value of [removed: the trademark] [added: other indefinite-lived] intangible [removed: asset] [added: assets] was determined [removed: utilizing] [added: by management using] an income approach, specifically the relief-from-royalty method.

The significant assumptions used in [added: each quantitative assessment using] this approach include revenue growth rates and profit margins, [added: a] terminal value, [added: a] weighted average cost of capital used to discount future cash [removed: flows] [added: flows,] and a royalty rate.

The principal considerations for our determination that performing procedures relating to the [removed: interim] [added: other] indefinite-lived intangible asset impairment [removed: assessment] [added: assessments] of [removed: the TOM FORD trademark] [added: certain trademarks] is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of [removed: the trademark;] [added: certain trademarks;] (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates, [removed: the royalty rate, and the] weighted average cost of [removed: capital;] [added: capital,] and [added: royalty rate, as applicable to the trademark; and] (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to management’s [added: other] indefinite-lived intangible asset impairment [removed: assessment,] [added: assessments,] including controls over the valuation of [removed: the TOM FORD trademark.][added: certain trademarks.]

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of [removed: the trademark;] [added: certain trademarks;] (ii) evaluating the appropriateness of the relief-from-royalty [removed: method;] [added: method used by management;] (iii) testing the completeness and accuracy of the underlying data used in the relief-from-royalty method; and (iv) evaluating the reasonableness of the significant assumptions used by management related to revenue growth rates, [removed: the royalty rate, and the] weighted average cost of [removed: capital.][added: capital, and royalty rate, as applicable to the trademark.]

| ANNABELLE YU LONG* | | | | | | Director | | | | | | August 19, 2026 | | |

| Annabelle Yu Long | | | | | | | | | | | | | | |

| DANA STRONG* | | | | | | Director | | | | | | August 19, 2026 | | |

| Dana Strong | | | | | | | | | | | | | | |

As disclosed by management, based on the results of these assessments, no impairment charges were recorded.

| August 19, 2026 | | | | | |

| Securities class action litigation settlement | | | | | | 84 | | | | | | — | | | | | | — | | |

| Income tax effect on components of other comprehensive income (loss) | | | | | | (51) | | | | | | 18 | | | | | | (6) | | |

| | | | | | | 17,572 | | | | | | 17,563 | | |

| Proceeds from property, plant and equipment insurance recoveries | | | | | | 10 | | | | | | — | | | | | | — | | |

| Proceeds from disposition of investments | | | | | | 3 | | | | | | — | | | | | | — | | |

| Payment for acquired business | | | | | | (5) | | | | | | — | | | | | | — | | |

The impact recorded within Net sales relates solely to foreign currency forward contract derivatives.

The Company’s largest customer for the year ended June 30, 2026 sells products primarily in China travel retail.

This customer accounted for $161 million, or 10%, and $97 million, or 7%, of the Company's accounts receivable at June 30, 2026 and 2025, respectively.

Such information is included in *Note 8 – Income Taxes* and *Note 22 – Statement of Cash Flows*.

FASB ASU No. 2026-02 – Environmental Credits and Environmental Credit Obligations (Topic 818)

In May 2026, the FASB issued authoritative guidance establishing requirements for the recognition, measurement, presentation and disclosure of environmental credits and environmental credit obligations.

Environmental credit assets should be recognized and measured, including both initial and subsequent measurement, based on their intended use as well as how the credits are obtained.

Costs for environmental credits that do not meet the asset recognition criteria are expensed as incurred.

Environmental credit obligation liabilities are measured based on the carrying amount of the environmental credit owned that are considered probable of being used to settle the obligation (funded portion), with any excess liability measured based on the fair value of the environmental credits necessary to settle that portion of the liability (unfunded portion) at the reporting date, with certain exceptions.

Environmental credit assets and environmental credit obligations should be presented separately within an entity’s consolidated balance sheet.

Entities are required to provide several quantitative and qualitative disclosures for their environmental credits and environmental obligations in annual reporting periods.

*Effective for the Company*: The guidance becomes effective for the Company’s first quarter of fiscal 2029 and is applied on a retrospective basis through a cumulative-effect adjustment to the opening balance of retained earnings (prior reporting periods are not recast).

Early adoption is permitted as of the beginning of an annual reporting period.

FASB ASU No. 2025-10 – Accounting for Government Grants Received by Business Entities (Topic 832)

In December 2025, the FASB issued authoritative guidance on the recognition, measurement, and presentation of government grants received by business entities.

A government grant is defined as a transfer of a monetary asset or a tangible nonmonetary asset, other than in an exchange transaction, from a government to an entity.

Government grants are recognized in earnings in the same periods that the costs for which the grant was intended to compensate are recognized.

A government grant can be recognized once it is probable that both of the following conditions are met: (1) the company will comply with the conditions attached to the grant and (2) the grant will be received.

The guidance differentiates between a grant related to an asset and a grant related to income, which is based on the purpose and conditions of the grant.

A grant related to an asset is a government grant that is conditioned on the purchase, construction, or acquisition of an asset and is recognized on the balance sheet once the probable threshold is met and the related costs are incurred.

The guidance allows companies to make an accounting policy election to use either a deferred income approach or a cost accumulation approach for recognition of a grant of an asset.

A grant related to income is a government grant that does not meet the definition of a grant related to an asset and is recognized in earnings on a systematic and rational basis over the periods the related costs are recognized as expenses.

The guidance allows alternative accounting policies for the financial statement presentation of a government grant, depending on the type of grant as well as new disclosure requirements for grants related to an asset and grants of tangible nonmonetary assets.

The guidance can be applied on a modified prospective basis, modified retrospective basis or a full retrospective basis.

FASB ASU No. 2025-06 – Targeted Improvements to the Accounting for Internal-Use Software (Subtopic 350-40)

In September 2025, the FASB issued authoritative guidance to modernize the accounting for the costs to develop software for internal use to align better with current software development methods, such as agile programming.

Capitalization of eligible costs will begin when (1) management has authorized and committed to funding the software project, and (2) it is probable that the project will be completed and the software will be used to perform the function intended.

In evaluating whether it is probable the project will be completed, entities are required to consider whether there is significant uncertainty associated with the development activities of the software.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ANGELA WEI DONG* | | | | | | Director | | | | | | August 20, 2025 | | |

| Angela Wei Dong | | | | | | | | | | | | | | |

| LYNN FORESTER DE ROTHSCHILD* | | | | | | Director | | | | | | August 20, 2025 | | |

| Lynn Forester de Rothschild | | | | | | | | | | | | | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

*Interim Indefinite-Lived Intangible Asset Impairment Assessment – TOM FORD Trademark*

Management concluded that the changes in circumstances in the TOM FORD brand, along with increases in the weighted average cost of capital, triggered the need for an interim impairment review of the TOM FORD trademark.

Accordingly, management performed an interim impairment test as of December 31, 2024.

Management concluded that the carrying value of the TOM FORD trademark exceeded its estimated fair value and recorded an impairment charge of $773 million.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

As described in Notes 2 and 6 to the consolidated financial statements, the Company’s consolidated indefinite-lived intangible assets balance was $3,123 million as of June 30, 2025, and as disclosed by management, $1,069 million relates to the DECIEM trademarks.

Based on the annual indefinite-lived intangible asset impairment testing as of April 1, 2025, management determined that the estimated fair values of the DECIEM trademarks exceeded their carrying values.

The estimated fair values of the trademark intangible assets were determined utilizing an income approach, specifically the relief-from-royalty method.

The significant assumptions used in this approach include revenue growth rates and profit margins, terminal values, weighted average cost of capital used to discount future cash flows and royalty rates.

The principal considerations for our determination that performing procedures relating to the annual indefinite-lived intangible asset impairment assessments of the DECIEM trademarks is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the trademarks; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates, royalty rates, and the weighted average cost of capital; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to management’s indefinite-lived intangible asset impairment assessments, including controls over the valuation of the DECIEM trademarks.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the trademarks; (ii) evaluating the appropriateness of the relief-from-royalty method; (iii) testing the completeness and accuracy of the underlying data used in the relief-from-royalty method; and (iv) evaluating the reasonableness of the significant assumptions used by management related to revenue growth rates, royalty rates, and the weighted average cost of capital.

Evaluating management’s assumptions related to revenue growth rates involved evaluating whether the assumptions were reasonable considering (i) the current and past performance of the business; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the relief-from-royalty method and (ii) the reasonableness of the royalty rates and weighted average cost of capital significant assumptions.

| August 20, 2025 | | | | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | June 30, | | | | | | | | |

| | | | 17,563 | | | | | | 18,978 | | |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Purchases of other intangible assets | | | | | | — | | | | | | — | | | | | | (2,286) | | |

| Repayments of commercial paper (maturities after three months) | | | | | | — | | | | | | (785) | | | | | | — | | |

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Royalty Revenue - License Arrangements

As a result of the acquisition of the TOM FORD brand, the Company entered into license arrangements with the Marcolin Group (“Marcolin”) and Ermenegildo Zegna N.V. (“Zegna”).

As part of these arrangements, the Company licensed the TOM FORD trademark for eyewear (“Eyewear”) to Marcolin and for fashionwear (“Fashion”) to Zegna.

See *Note 19 – Stock Programs* for additional information relating to the DECIEM stock options.

FASB ASU No. 2022-04 – Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations

In September 2022, the FASB issued authoritative guidance which is intended to enhance the transparency surrounding the use of supplier finance programs.

The guidance requires companies that use supplier finance programs to make annual disclosures about the program’s key terms, the balance sheet presentation of related amounts, the confirmed amount outstanding at the end of the period and associated rollforward information.

Only the amount outstanding at the end of the period must be disclosed in interim periods.