Establishment Labs (ESTA) CEO awarded new stock options and shares

Rhea-AI Filing Summary

Establishment Labs Holdings Inc. director and Chief Executive Officer Filippo Caldini reported equity awards on February 18, 2026. He was granted 14,275 stock options with a right to buy shares at an exercise price of $0.00, along with 8,185 common shares as stock units under the 2018 Equity Incentive Plan.

According to the award terms, one-fourth of both the stock units and the option shares will vest on February 18, 2027, with the remaining portions vesting in equal annual installments on each one-year anniversary thereafter, provided he continues as a service provider through each vesting date.

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
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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).

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^*

Caldini Filippo

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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	02/18/2026		A(1)		8,185	A	$0	43,430	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
Stock Option (Right to buy)	$76.23	02/18/2026		A(2)		14,275		02/18/2027	02/18/2036	Common Shares	14,275	$0	14,275	D

Explanation of Responses:

1. Represents an award of stock units under the Issuer's 2018 Equity Incentive Plan. One-fourth of the shares subject to the award shall vest on February 18, 2027 and each one-year anniversary thereafter, subject to the Reporting Person continuing as a service provider through such date.

2. One-fourth of the shares subject to the option shall vest on February 18, 2027 and each one-year anniversary thereafter, subject to the Reporting Person continuing as a service provider through each such date.

Remarks:

	/s/ Rajbir S. Denhoy, Chief Financial Officer, by power of attorney	03/06/2026
	** 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 insider transactions did ESTA CEO Filippo Caldini report on this Form 4?

Filippo Caldini reported equity awards consisting of 14,275 stock options and 8,185 common shares. Both were granted on February 18, 2026 as part of his compensation, rather than open-market purchases or sales, and are subject to multi-year vesting conditions.

How many stock options were granted to ESTA CEO Filippo Caldini?

Filippo Caldini received 14,275 stock options with a right to buy Establishment Labs shares at an exercise price of $0.00. One-fourth of these option shares vest on February 18, 2027, with the remainder vesting annually over the following three years, subject to continued service.

What stock unit award did ESTA CEO Filippo Caldini receive?

He was granted 8,185 common shares in the form of stock units under the company’s 2018 Equity Incentive Plan. One-fourth of the shares vest on February 18, 2027, and the remaining shares vest in equal annual installments on each one-year anniversary, contingent on ongoing service.

When do Filippo Caldini’s new ESTA equity awards start vesting?

Both the stock options and stock units begin vesting on February 18, 2027. On that date, one-fourth of each award vests, with the remaining portions vesting on each subsequent one-year anniversary, provided he continues as a service provider through each vesting date.

Are the ESTA CEO’s reported Form 4 transactions open-market buys or sells?

The reported transactions are grant or award acquisitions, not open-market buys or sells. They reflect compensation awards of 14,275 stock options and 8,185 stock units, both granted at a price of $0.00 and subject to future vesting requirements.

What conditions apply to the vesting of Filippo Caldini’s ESTABLISHMENT LABS awards?

Vesting of both the stock units and options requires that Filippo Caldini continue as a service provider. One-fourth vests on February 18, 2027, and the remaining portions vest in equal installments on each one-year anniversary, conditioned on his ongoing role with the company.