Form 4: Establishment Labs Director Lewin Receives Stock in Lieu of Cash

Rhea-AI Filing Summary

The Form 4 filing reports a routine equity compensation transaction for Establishment Labs Holdings Inc. (ESTA) director Nicholas Sheridan Lewin. On 30 June 2025, Lewin elected to receive 585 common shares in lieu of his quarterly cash retainer, valued at $42.71 per share under the company’s Outside Director Compensation Policy and issued from the 2018 Equity Incentive Plan. Following the grant, Lewin’s direct ownership increased to 1,075,923 shares, while he also indirectly owns 14,190 shares held by his spouse. No derivative securities were involved, and there were no dispositions. The filing indicates continued board-level alignment with shareholders but does not represent a material change in Lewin’s overall stake or the company’s share structure.

Insights

Financial Analyst

TL;DR: Small stock retainer grant; immaterial to valuation, neutral signal.

The acquisition of 585 shares, worth roughly US$25 k, is a standard non-cash director compensation event (code A). Lewin already held more than 1 million shares, so the incremental change is <1 %. No purchase with personal funds occurred, and there is no market-moving information about operations or earnings. Accordingly, the filing is non-impactful for valuation or liquidity considerations.

Corporate Governance Expert

TL;DR: Routine equity retainer sustains board-shareholder alignment.

Granting shares instead of cash promotes long-term alignment between directors and investors, consistent with best governance practices. However, the token size relative to Lewin’s existing stake and ESTA’s float renders the event administratively routine, without signaling notable insider confidence shifts or governance concerns.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

LEWIN NICHOLAS SHERIDAN

(Last) (First) (Middle)

C/O MOTIVA USA LLC

16192 COASTAL HIGHWAY

(Street)

LEWES DE 19958

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ESTABLISHMENT LABS HOLDINGS INC. [ ESTA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	06/30/2025		A(1)		585	A	$42.71	1,075,923	D
Common Shares								14,190	I	See Footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents common shares elected to be received in lieu of a quarterly cash retainer payment in accordance with the Reporting Person's prior election under the Issuer's Outside Director Compensation Policy. The common shares were issued pursuant to the Issuer's 2018 Equity Incentive Plan and determined based on the closing price of the Issuer's common shares on the last trading day of the quarter.

2. The shares are held by the Reporting Person's spouse.

Remarks:

	/s/ Rajbir S. Denhoy, Chief Financial Officer, by power of attorney	07/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many ESTA shares did Director Nicholas Lewin acquire on 30 June 2025?

He acquired 585 common shares as part of his quarterly board retainer.

What is Nicholas Lewin’s total direct ownership in ESTA after the transaction?

Lewin now directly holds 1,075,923 ESTA shares.

Was cash used in this insider transaction for Establishment Labs (ESTA)?

No; the shares were issued in lieu of cash under the Outside Director Compensation Policy.

Does the filing report any derivative security activity for ESTA?

No derivative securities were acquired or disposed of in this Form 4.

How many ESTA shares does Nicholas Lewin hold indirectly?

He indirectly owns 14,190 shares held by his spouse.