Establishment Labs (NASDAQ: ESTA) secures $25M Tranche D loan under amended credit deal

Rhea-AI Filing Summary

Establishment Labs Holdings Inc. entered into a fourth amendment to its credit agreement with Oaktree Fund Administration. The amendment makes the Tranche D term loans available as of the amendment’s effective date, removing the need to first achieve the revenue milestone originally required. It also raises the minimum liquidity the company and its guarantor subsidiaries must maintain from $25,000,000 to $30,000,000, effective September 28, 2025.

On the same day, the company fully drew the available Tranche D term loans, resulting in a new borrowing of $25,000,000 under the credit agreement. The amendment itself is filed as an exhibit to provide full details of the revised terms.

Insights

Credit and capital structure analyst

Company draws $25M term loan as credit terms shift modestly tighter.

Establishment Labs has amended its credit agreement so that Tranche D term loans are immediately available without meeting the prior revenue milestone, then fully drew $25,000,000 under this tranche on September 29, 2025. This adds incremental funded debt but also provides additional cash to the business.

The amendment also raises the minimum liquidity covenant from $25,000,000 to $30,000,000 effective September 28, 2025, tightening a key requirement the company must meet. Higher minimum liquidity typically means more cash must be kept on hand, which can support lender protection but reduce flexibility if cash generation is weak.

Overall, this filing describes a trade-off: the company gains immediate access to Tranche D capital while accepting a stricter liquidity floor under its credit agreement. Actual impact will depend on how comfortably it can maintain the new $30,000,000 liquidity threshold in future periods.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

Buiding B15 and 25Coyol Free ZoneAlajuelaCosta RicaNASDAQ5062434 24000001688757false00016887572025-09-292025-09-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

September 29, 2025

Date of Report (date of earliest event reported)

Establishment Labs Holdings Inc.

(Exact name of registrant as specified in its charter)

British Virgin Islands

001-38593

98-1436377

(State or other jurisdiction of incorporation or organization)

(Commission File No.)

(I.R.S. Employer Identification Number)

Buiding B15 and 25 Coyol Free Zone Alajuela Costa Rica

(Address of principal executive offices) (Zip Code)

+506 2434 2400

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading symbol			Name of each exchange on which registered
Common Shares, No Par Value			ESTA			The NASDAQ Capital Market

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.

Emerging growth company ☐

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On September 29, 2025, Establishment Labs Holdings Inc. (the “Company”) entered into a Fourth Amendment to Credit Agreement and Guaranty with Oaktree Fund Administration, LLC, as administrative agent, and the other parties thereto (the “Amendment”), which amends the terms of that certain Credit Agreement and Guaranty, dated as of April 26, 2022 (as amended, the “Agreement”). Capitalized terms used in this report and not otherwise defined have the definitions ascribed to them in the Agreement.

The Amendment (i) provides for the availability of the Tranche D Term Loans to commence as of the effective date of the Amendment, notwithstanding the revenue milestone originally set forth in the Agreement, and (ii) increases, effective September 28, 2025, the minimum liquidity that the Company and its subsidiaries that are guarantors under the Agreement are required to maintain from $25,000,000 to $30,000,000.

The foregoing description of the Amendment is not intended to be complete and is qualified in its entirety by reference to the Amendment attached as Exhibit 10.1 hereto.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On September 29, 2025, the Company fully borrowed the Tranche D Term Loans available under the Agreement in an amount equal to $25,000,000.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.			Description
10.1			Fourth Amendment to Credit Agreement and Guaranty, dated as of September 29, 2025, by and among Establishment Labs Holdings Inc., its subsidiaries party thereto as guarantors, the lenders from time to time party thereto, and Oaktree Fund Administration, LLC, as administrative agent for the lenders.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

ESTABLISHMENT LABS HOLDINGS INC.

Dated:

October 3, 2025

By:

/s/ Rajbir S. Denhoy

Name:

Rajbir S. Denhoy

Title:

Chief Financial Officer

FAQ

What did Establishment Labs (ESTA) change in its credit agreement?

The company signed a Fourth Amendment to its Credit Agreement and Guaranty, making the Tranche D term loans available as of the amendment’s effective date and increasing the required minimum liquidity.

How much did Establishment Labs (ESTA) borrow under the Tranche D term loans?

On September 29, 2025, Establishment Labs fully borrowed the Tranche D term loans in the amount of $25,000,000 under the credit agreement.

How did the minimum liquidity requirement change for Establishment Labs?

Effective September 28, 2025, the amendment increased the minimum liquidity that Establishment Labs and its guarantor subsidiaries must maintain from $25,000,000 to $30,000,000.

Who is the administrative agent under Establishment Labs’ amended credit agreement?

The administrative agent under the amended credit agreement is Oaktree Fund Administration, LLC, acting for the lenders party to the agreement.

Where can investors find the full terms of Establishment Labs’ credit amendment?

The full terms are contained in Exhibit 10.1, the Fourth Amendment to Credit Agreement and Guaranty, which is attached to the Form 8-K.

Does the amendment affect the original revenue milestone for Tranche D loans?

Yes. The amendment provides that the Tranche D term loans are available as of the amendment’s effective date, instead of being conditioned on the revenue milestone originally set forth in the agreement.