Every material Form 8-K Estée Lauder Companies (The) has filed with the SEC since October 31, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
At a Shanghai investor event on November 4, 2026, Estée Lauder announced a fiscal 2030 ambition of mid-single-digit organic sales growth and double-digit adjusted EPS growth each year through fiscal 2030, with a 16.5%-18.5% adjusted operating margin in fiscal 2030. The accompanying presentation also raised the fiscal 2027 outlook, which matters to shareholders because it signals higher expected profitability in the near term, though the fiscal 2030 figures are unaudited long-term targets.
Fiscal 2030 ambition: mid-single-digit organic net sales growth annually and double-digit adjusted diluted EPS growth through fiscal 2030, with an adjusted operating margin of 16.5%-18.5% in fiscal 2030
Raised fiscal 2027 outlook: adjusted operating margin of 12.9%-13.7% (up from 12.7%-13.5%) and adjusted diluted EPS growth of 28%-38% (up from 24%-34%)
Reported sales growth outlook raised to 5.0%-6.5% (from 3%-5%); restructuring charges of approximately $40 million to $50 million, before taxes, expected in fiscal 2028
Estée Lauder Companies reported net sales of $3.715 billion for the first quarter ended September 30, 2026, marking a 7% increase from the prior year. Driven by strong sales, margin expansion, and a raised full-year outlook for fiscal 2027, diluted net earnings per common share rose to $0.64 compared to $0.13 previously.
Net sales increased 7% to $3.715 billion for the fiscal first quarter ended September 30, 2026.
Diluted net earnings per common share rose to $0.64, up from $0.13 in the prior-year period.
The company raised its fiscal 2027 full-year organic net sales growth outlook to 4.0% to 5.5%.
Estée Lauder reported fiscal 2026 results for the year ended June 30, 2026, with net sales up 5% to $15.0 billion and diluted earnings of $0.50 per share, compared with a loss of $3.15 per share a year earlier, which included large impairment charges. The company affirmed its fiscal 2027 organic net sales growth outlook of 3% to 5% and raised its adjusted operating margin outlook to 12.7% to 13.5%.
Full-year net sales were $15.0 billion, up 5% as reported and up 3% organically.
Diluted earnings were $0.50 per share, versus a loss of $3.15 per share in fiscal 2025; adjusted diluted earnings were $2.51, up from $1.51.
Fiscal 2027 outlook: organic net sales growth of 3% to 5% affirmed; adjusted operating margin outlook raised to 12.7% to 13.5%.
Free cash flow was $1.32 billion, compared with $0.67 billion in the prior year.
Estee Lauder director Jennifer Hyman notified the company on July 20, 2026 that she will retire from its Board of Directors, effective November 16, 2026, the day before the 2026 Annual Meeting of Stockholders. The filing says her decision is to shift focus to new endeavors and is not due to any disagreement with the company on its operations, policies, or practices.
Jennifer Hyman, a Class I director on the Board since 2018, notified the company on July 20, 2026
Retirement is effective November 16, 2026, the day before the 2026 Annual Meeting of Stockholders
She serves on the Audit Committee and the Nominating and ESG Committee
Estée Lauder reported fiscal third-quarter 2026 net sales up 5% to $3.7 billion, with adjusted diluted EPS up 40% to $0.91, while reported diluted EPS fell 45% to $0.24 after restructuring charges and an $84 million securities class action loss contingency. The company raised its fiscal 2026 outlook for organic sales growth and adjusted operating margin, and gave a preliminary fiscal 2027 view, which matters to shareholders because the profit picture depends heavily on which measure is used.
Net sales rose 5% to $3.7 billion; organic net sales rose 2%, with Fragrance organic sales up 10%
Reported diluted EPS was $0.24 versus $0.44 a year earlier; adjusted diluted EPS was $0.91 versus $0.65
Fiscal 2026 outlook now assumes adjusted diluted EPS of $2.35 to $2.45 and adjusted operating margin of 10.7% to 11.0%
Quarterly dividend of $0.35 per share is payable June 15, 2026 to holders of record on May 29, 2026
Estée Lauder reported fiscal 2026 second-quarter results for the quarter ended December 31, 2025, with net sales up 6% to $4.2 billion and GAAP diluted earnings of $.44 per share, compared with a loss in the prior year. The company raised its fiscal 2026 adjusted diluted EPS outlook to $2.05 to $2.25, though it cited ongoing macroeconomic uncertainty and a roughly $100 million tariff headwind.
Net sales rose 6% to $4.2 billion in the quarter, with organic net sales up 4%; adjusted operating margin was 14.4%, compared with 11.5% a year earlier.
GAAP diluted EPS was $.44, compared with a loss of $(1.64) a year earlier; adjusted diluted EPS was $.89, up 43% from $.62.
For fiscal 2026, adjusted diluted EPS outlook is $2.05 to $2.25, and reported net sales growth is now forecast at 3% to 5%.
The board declared a quarterly dividend of $.35 per share, payable March 16, 2026 to holders of record on February 27, 2026.
Estée Lauder reported fiscal 2026 first-quarter net sales of $3,481 million, up 4% from a year earlier, and diluted earnings of $.13 per share versus a loss of $(.43) in the prior year. The prior-year quarter included $159 million of talc litigation settlement charges, and the company reaffirmed its fiscal 2026 full-year outlook, which matters to shareholders because it signals management's expectations for the year.
Net sales were $3,481 million, up 4%; organic net sales rose 3%.
Diluted EPS was $.13 versus a loss of $(.43); adjusted diluted EPS was $.32 versus $.14.
Fiscal 2026 outlook reaffirmed: GAAP diluted EPS of $1.39 to $1.65 and non-GAAP adjusted EPS of $1.90 to $2.10.
Quarterly dividend of $.35 per share, payable December 15, 2025 to holders of record on November 28, 2025.
Estee Lauder's board committee approved a new form of stock option award agreement on August 21, 2025, for executive officers and non-executive employees. Under the new form, employees who are not retirement-eligible and are terminated without cause receive pro rata vesting, not full vesting, and the new form adds expanded restrictive covenants and a clawback provision.
Approved August 21, 2025 by the Stock Plan Subcommittee under the Fiscal 2002 Share Incentive Plan, as amended November 8, 2024
Termination without cause: non-retirement-eligible employees get pro rata vesting through last day paid; remaining unvested options are forfeited
New forfeiture and clawback provision applies to non-compliance with expanded confidentiality, non-compete, non-solicitation and non-disparagement covenants
Estée Lauder reported fiscal 2025 net sales of $14.33 billion, down 8% from the prior year, and a net loss of $3.15 per diluted share, compared with earnings of $1.08 per share a year earlier. Results were weighed down by $815 million of higher goodwill and intangible asset impairment charges and $362 million of restructuring and other charges, while adjusted diluted earnings per share fell 42% to $1.51. The company affirmed its fiscal 2026 outlook for a return to positive sales growth and improved operating profitability.
Net sales were $14,326 million, down from $15,608 million, and operating results swung to a loss of $785 million from income of $970 million.
Adjusted diluted net earnings per share were $1.51, compared with $2.59, and adjusted operating margin was 8.0%, compared with 10.2%.
Operating cash flow fell to $1.27 billion from $2.36 billion, and dividends paid were $618 million, down from $947 million.
The company affirmed its fiscal 2026 outlook; the filing states it includes estimates for fiscal 2026 full-year net sales and diluted net earnings per share.
Two long-serving or recent Estee Lauder directors will leave the board, with Lynn Forester de Rothschild not standing for re-election at the 2025 Annual Meeting and Angela Wei Dong retiring effective the day before that meeting. The filing says neither departure resulted from disagreements with the company on operations, policies, or practices, so the changes are board turnover rather than a dispute.
Lynn Forester de Rothschild, a director since 2000 and member of the Nominating and ESG Committee, will not stand for re-election as a Class II director and remains on the board until the 2025 Annual Meeting.
Angela Wei Dong, a Class III director since 2022 and member of the Audit Committee, will retire effective the day before the 2025 Annual Meeting.
Both notices were given on July 9, 2025, and the filing states neither decision was due to disagreements with the company.
Estée Lauder reported fiscal 2025 third-quarter net sales down 10% to $3.6 billion, with diluted EPS of $0.44 versus $0.91 a year earlier. The company also forecast fiscal 2025 full-year GAAP diluted EPS of a loss of $1.89 to $1.61 and adjusted EPS of $1.30 to $1.55, down from $2.59 in fiscal 2024, which signals continued pressure on shareholder returns.
Q3 net sales fell 10% to $3,550 million; organic net sales fell 9%
Diluted EPS was $0.44 versus $0.91; adjusted diluted EPS was $0.65 versus $0.97
Full-year fiscal 2025 adjusted EPS forecast is $1.30 to $1.55, versus $2.59 in fiscal 2024; GAAP EPS forecast is a loss of $1.89 to $1.61
Quarterly dividend of $0.35 per share is payable June 16, 2025 to holders of record on May 30, 2025
Estée Lauder reported fiscal 2025 second-quarter net sales of $4.0 billion, down 6%, and a diluted net loss of $1.64 per share, compared with earnings of $0.87 per share a year earlier. It also expanded its Profit Recovery and Growth Plan, now estimating restructuring and other charges of $1.2 billion to $1.6 billion and a net reduction of 5,800 to 7,000 positions. The company's third-quarter adjusted EPS outlook of $0.20 to $0.30 is well below the $0.97 reported a year earlier.
Q2 net sales fell 6% to $4.0 billion; operating loss was $580 million versus operating income of $574 million a year earlier
Diluted loss of $1.64 per share versus $0.87 earnings; adjusted diluted EPS was $0.62, down from $0.88
Expanded restructuring: $1.2 billion to $1.6 billion in charges and annual gross benefits of $0.8 billion to $1.0 billion once fully implemented
Q3 fiscal 2025 GAAP EPS outlook is $0.04 to $0.17 and adjusted EPS outlook is $0.20 to $0.30, versus $0.97 a year earlier
Ronald S. Lauder notified Estee Lauder on January 9, 2025 that he will retire from its Board effective January 10, 2025. The Board elected Eric Zinterhofer as a Class II director, effective upon Mr. Lauder's retirement, as Mr. Lauder's designee under the Stockholders' Agreement. The filing says the retirement is not due to any disagreement with the company, and it adds no financial results or guidance.
Ronald S. Lauder retires from the Board effective January 10, 2025; he had served since 2016
Eric Zinterhofer, 53, a founding partner of Searchlight Capital Partners, elected as Class II director
Zinterhofer is the son-in-law of Ronald Lauder and husband of Aerin Lauder Zinterhofer, a company employee
Stockholders' parties hold about 84% of voting power as of September 30, 2024
Estee Lauder director Richard D. Parsons notified the company on December 3, 2024 that he will retire from the Board of Directors effective immediately, citing health reasons. He had served on the Board since 1999 and was a member of the Nominating and ESG Committee and the Compensation Committee.
Richard D. Parsons retires from the Board effective immediately, notice given December 3, 2024
Parsons, a Class II director, had served on the Board since 1999
He was a member of the Nominating and ESG Committee and the Compensation Committee
The filing does not name a replacement director or committee changes
On November 8, 2024, stockholders approved amendments to the Amended and Restated Fiscal 2002 Share Incentive Plan, which adds 12,000,000 Class A shares for issuance and extends the plan to November 8, 2034. The same meeting elected four Class I directors, ratified PricewaterhouseCoopers LLP as auditor for fiscal 2025, and approved the advisory executive compensation vote. The larger share pool and removal of the individual annual cap on awards could affect existing shareholders' ownership over time.
12,000,000 additional Class A shares made available under the Share Plan
Plan term extended to November 8, 2034; individual annual share cap removed for participants other than non-employee directors
Share Plan proposal: 1,355,011,620 votes for and 61,418,229 against
Advisory executive compensation vote: 1,318,895,954 for and 97,539,821 against
Estee Lauder's board appointed Executive Group President Stephane de La Faverie as President and Chief Executive Officer effective January 1, 2025, succeeding Fabrizio Freda, who will resign from the board on December 31, 2024 and remain as Special Advisor until June 30, 2026. William P. Lauder will step down as Executive Chairman after the November 8, 2024 annual meeting and remain on the board as Chair, retiring as an employee on March 1, 2025.
De La Faverie's base salary will be $1,500,000 with a target bonus opportunity of $3,000,000, prorated for fiscal 2025.
Freda's annual base salary remains $2,100,000 and his target bonus stays at $5,775,000 during his Special Advisor period.
Lauder will receive a $225,000 annual retainer as Board Chair beginning March 1, 2025.
Estée Lauder reported a fiscal first-quarter net loss of $156 million, compared with net earnings of $31 million a year earlier, after net sales fell 4% to $3.36 billion. The company withdrew its full-year fiscal 2025 outlook, issued only a second-quarter outlook, and said it is reducing its dividend, citing weaker sales in mainland China and Asia travel retail and a leadership transition.
Net loss of $156 million, or $.43 per diluted share, versus net earnings of $.09 per share a year earlier, mainly due to $159 million in talcum litigation settlement charges and $106 million in restructuring and other charges.
Net sales fell 4% to $3.36 billion; organic net sales fell 5%, with Asia/Pacific sales down 11%.
Full-year fiscal 2025 outlook withdrawn; second-quarter outlook calls for reported diluted EPS of $.02 to $.19.
Quarterly dividend declared at $.35 per share, payable December 16, 2024, as the company reduces its dividend; Stéphane Bianchi to become President and CEO on January 1, 2025.
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