The Estée Lauder Companies Inc. is offering 11,301,323 shares of Class A Common Stock as part of a shelf registration statement filed with the SEC. The offering is available for sale at any time and from time to time, and the proceeds will be used by the selling stockholders to assist with the settlement of Leonard A. Lauder’s estate. The selling stockholders include members of the Lauder family, including William P. Lauder, Chair of the Board of Directors, and Gary M. Lauder. The Class A Common Stock is identical to Class B Common Stock in all respects except for voting rights, with each share entitling the holder to one vote on matters submitted to a vote of the stockholders. The offering is being underwritten by J.P. Morgan Securities LLC, and the underwriter is committed to purchasing all the shares offered by the selling stockholders. The underwriter may engage in stabilizing transactions to prevent or retard a decline in the market price of the Class A Common Stock. The offering is not subject to a prospectus, but the accompanying prospectus and any free writing prospectus filed with the SEC contain additional information. Investing in the Class A Common Stock involves risks, including increased competitive activity, challenges in developing and marketing new products, and potential impacts of social, political, and economic risks. The selling stockholders and their affiliates have entered into lock-up agreements with the underwriter, restricting the sale of the lock-up securities for a period of 90 days after the date of the prospectus supplement.
