Ann Custin Adds 503 ESTA Shares via Director Compensation Election

Rhea-AI Filing Summary

Establishment Labs Holdings Inc. (ESTA) director Ann Custin acquired 503 common shares on 09/30/2025 at a price of $40.99 per share. The shares were issued under the company’s 2018 Equity Incentive Plan and were elected in lieu of a quarterly cash retainer under the issuer’s Outside Director Compensation Policy; the number of shares was determined using the closing price on the last trading day of the quarter. Following the transaction, the reporting person beneficially owned 21,087 shares. The Form 4 was signed by the company’s CFO by power of attorney on 10/01/2025.

Positive

• Director ownership increased by 503 shares, aligning interests with shareholders
• Shares issued under established equity plan (2018 Equity Incentive Plan) and per a documented compensation election

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director share election increases insider ownership modestly; no sale or cash purchase reported.

The reported transaction is a nondiscretionary compensation election where 503 common shares were issued in lieu of a quarterly cash retainer under the Outside Director Compensation Policy and the 2018 Equity Incentive Plan. Such elections are common and typically signal alignment of a director with shareholder outcomes without requiring personal cash outlay. The post-transaction beneficial ownership of 21,087 shares provides a snapshot of the director’s stake but, in isolation, is unlikely to be material to company valuation.

Corporate Governance Expert

TL;DR: Form 4 documents a standard equity election by a director; disclosure conforms to Section 16 reporting norms.

The filing discloses a director-level issuance of 503 shares pursuant to an established equity plan and a prior election to receive stock instead of cash compensation. The form identifies the reporting person as a director and shows the transaction date, price used to determine share issuance, and resulting beneficial ownership. The use of power of attorney for signature is noted, and the disclosure appears complete for this single routine transaction.

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

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

1. Name and Address of Reporting Person^*

Custin Ann

(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)
09/30/2025

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	09/30/2025		A(1)		503	A	$40.99	21,087	D

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.

Remarks:

	/s/ Rajbir S. Denhoy, Chief Financial Officer, by power of attorney	10/01/2025
	** 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

What transaction is disclosed in the ESTA Form 4 filed for Ann Custin?

The Form 4 reports that Ann Custin acquired 503 common shares on 09/30/2025 at a price of $40.99 per share.

Why were the 503 shares issued to the director?

The shares were elected to be received in lieu of a quarterly cash retainer under the issuer’s Outside Director Compensation Policy.

Under what plan were the shares issued?

The common shares were issued pursuant to the company’s 2018 Equity Incentive Plan and the number was based on the closing price on the last trading day of the quarter.

How many shares did Ann Custin beneficially own after the reported transaction?

Following the transaction, the reporting person beneficially owned 21,087 shares.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Rajbir S. Denhoy, Chief Financial Officer, by power of attorney on 10/01/2025.