雅诗兰黛美股招股说明书(2025-11-06版)

THE ESTÉE LAUDER COMPANIES INC. 11,301,323 Shares of ClassA Common Stock This is an offering of 11,301,323 shares of ClassA Common Stock of The Estée Lauder CompaniesInc. The selling stockholders identified in this prospectus under the caption “Selling Stockholders” areoffering all of the shares to be sold in the offering. We will not receive any of the proceeds from theoffering. The ClassA Common Stock and ClassB Common Stock vote as a single class on all matters, except asotherwise required by law, with each share of ClassA Common Stock entitling its holder to one vote andeach share of ClassB Common Stock entitling its holder to ten votes. The ClassA Common Stock is listed on the New York Stock Exchange under the symbol “EL.” The lastreported sale price of the ClassA Common Stock on November3, 2025 was $93.25 per share. Investing in our Class A Common Stock involves risks. See “Risk Factors” beginning on pageS-7. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanying prospectus istruthful or complete. Any representation to the contrary is a criminal offense. J.P. Morgan We and the selling stockholders have not, and the underwriter has not, authorized anyone to provide youwith different information than the information contained in or incorporated by reference in this prospectussupplement, the accompanying prospectus and any free writing prospectus we may file relating to this offering.We and the selling stockholders are not, and the underwriter is not, making an offer of these securities in anyjurisdiction where the offer is not permitted. You should not assume that the information contained orincorporated by reference in this prospectus supplement, the accompanying prospectus or any free writingprospectus relating to this offering is accurate as of any date other than the date on the front of thosedocuments. TABLE OF CONTENTS Prospectus Supplement PageInformation About This Prospectus SupplementS-1Where You Can Find More InformationS-1Cautionary Note Regarding Forward-Looking InformationS-2SummaryS-4Risk FactorsS-7Use of ProceedsS-8Selling StockholdersS-9Material U.S. Federal Income Tax Considerations for Non-U.S. HoldersS-10UnderwritingS-13Legal MattersS-21ExpertsS-21 Prospectus PageAbout This Prospectus1Where You Can Find More Information1Cautionary Note Regarding Forward-Looking Information2Risk Factors4The Company4Use of Proceeds4Description of Capital Stock5Selling Stockholders8Plan of Distribution9Legal Matters11Experts11 INFORMATION ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of an automatic shelf registration statement on Form S-3 that wefiled with the Securities and Exchange Commission, or the SEC, as a “well-known seasoned issuer” asdefined in Rule405 under the Securities Act of 1933, as amended, or the Securities Act. By using a shelfregistration statement, we may sell, at any time and from time to time, in one or more offerings, thesecurities described in this prospectus supplement and the accompanying prospectus. As allowed by theSEC rules, this prospectus supplement does not contain all of the information included in the registrationstatement. For further information, we refer you to the registration statement, including its exhibits.Statements contained in this prospectus supplement and the accompanying prospectus about the provisionsor contents of any agreement or other document are not necessarily complete. If the SEC’s rules andregulations require that an agreement or document be filed as an exhibit to the registration statement, pleasesee that agreement or document for a complete description of these matters. You should read this prospectus supplement, the accompanying prospectus and any free writingprospectus relating to this offering, together with any additional information you may need to make yourinvestment decision. You should also read and carefully consider the information in the documents we havereferred you to in “Where You Can Find More Information” below. Information incorporated by referenceafter the date of this prospectus supplement is considered a part of this prospectus supplement and may add,update or change information contained in this prospectus supplement. Any information in such subsequentfilings that is inconsistent with this prospectus supplement will supersede the information in theaccompanying prospectus or any earlier prospectus supplement. You should rely only on the informationincorporated by reference or provided in this prospectus supplement, the accompanying prospectus and anyfree writing prospectus relating to this offering. You should not assume the information in this prospectussupplement, the accompanying prospectus, any free writing prospectus or any document incorporated byreference herein or therein is accurate as of any date other than the date on the front of those doc