el-20240201

Delaware

1-14064

11-2408943

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

767 Fifth Avenue, New York, New York

10153

(Address of principal executive offices)

(Zip Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $.01 par value	EL	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

As announced on November 1, 2023, The Estée Lauder Companies Inc. (the "Company") launched the Profit Recovery and Growth Plan ("PRGP") to help progressively rebuild its profit margins in fiscal years 2025 and 2026.

As a component of the PRGP, on February 5, 2024, the Company announced a two-year restructuring program and filed a Current Report on Form 8-K. The Company committed to this course of action on February 1, 2024.

At that time, the restructuring program was expected to result in restructuring and other charges totaling between $500 million and $700 million (before tax), and the Company was unable to make a determination of the estimated amount or range of amounts to be incurred by major cost type and future cash expenditures pursuant to the restructuring program.

After reviewing additional potential initiatives and the progress of previously approved initiatives, on February 3, 2025, the Company committed to the expansion of the PRGP, including an expansion of the restructuring program and filed a Current Report on Form 8-K on February 4, 2025.

The expanded component of the restructuring program began during the Company’s fiscal 2025 third quarter. The focus of the overall expanded restructuring program (collectively the “Restructuring Program”) includes (i) reorganization and rightsizing of certain areas, (ii) simplification and acceleration of processes, (iii) outsourcing of select services and (iv) evolution of go-to-market footprint and selling models, all to help rebuild operating margin and also fuel reinvestment in consumer-facing areas to drive sustainable sales growth. Cumulative initiatives under the Restructuring Program are expected to be approved by the end of fiscal 2026 and substantially completed by the end of fiscal 2027.

The Restructuring Program includes a number of initiatives, and the Company estimates that restructuring and other charges to implement those initiatives are expected to total between $1,200 million and $1,600 million (before tax). At the time the Company filed the Current Report on Form 8-K on February 4, 2025, the Company was unable to make a determination of the estimated amount or range of amounts to be incurred by major cost type and future cash expenditures pursuant to the Restructuring Program.

Since the initial Current Report on Form 8-K filed on February 5, 2024, the Company has disclosed information about specific initiatives approved under the Restructuring Program, including most recently in the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2025 filed on February 5, 2026, which provided information about specific initiatives approved cumulatively through January 30, 2026. The Company is filing this Form 8-K/A to provide details about specific initiatives approved since that date.

•Future of Brand-led Model – The Company approved initiatives to reorganize and simplify its global marketing and creative operating model to make it leaner, faster and more agile and drive greater efficiency and effectiveness. These activities will primarily result in employee severance through a net reduction in workforce.

Once the relevant accounting criteria have been met, the Company expects to record cumulative restructuring and other charges of approximately $1,367 million (before tax) in connection with initiatives approved since inception of the Restructuring Program through March 31, 2026, which other than the non-cash charges, are expected to result in future cash expenditures funded from cash provided by operations.

Of the $1,200 million to $1,600 million restructuring and other charges expected to be incurred in connection with the Restructuring Program, total cumulative charges approved by the Company through March 31, 2026 were:


	Sales Returns (included in Net Sales)		Cost of Sales		Operating Expenses				Total
(In millions)					Restructuring Charges		Other Charges
Approval Period
Cumulative charges approved through January 30, 2026	$	5	$	9	$	865	$	370	$	1,249
January 31, 2026 - March 31, 2026	10		(6)		111		3		118
Cumulative charges approved through March 31, 2026	$	15	$	3	$	976	$	373	$	1,367


(In millions)	Employee- Related Costs		Asset- Related Costs		Contract Terminations		Other Exit Costs		Total
Approval Period
Cumulative charges approved through January 30, 2026	$	721	$	89	$	26	$	29	$	865
January 31, 2026 - March 31, 2026	106		2		—		3		111
Cumulative charges approved through March 31, 2026	$	827	$	91	$	26	$	32	$	976

The Company will continue to file additional disclosures in connection with initiatives associated with the Restructuring Program that individually or collectively are determined to be significant. Such disclosures would be filed after the Company is able to make good faith determinations of the estimated amount or range of amounts by each major type of cost and future cash expenditures relating to such initiatives.

The forward-looking statements contained herein, including those relating to our expectations regarding restructuring and other charges, involve risks and uncertainties. Factors that could cause actual results to differ materially from those forward-looking statements include current economic and other conditions in the global marketplace, actions by retailers and consumers, competition, the Company’s ability to successfully implement its long-term strategic plan and those factors described in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		THE ESTÉE LAUDER COMPANIES INC.


Date:	April 1, 2026	By:	/s/ Akhil Shrivastava
			Akhil Shrivastava
			Executive Vice President and Chief Financial Officer
			(Principal Financial and Accounting Officer)


Exhibit No.						Description

104						Cover Page Interactive Data File (embedded within the Inline XBRL document).