ESTABLISHMENT LABS (NASDAQ: ESTA) director takes 440 shares in lieu of cash

Q: What insider transaction did ESTA director Nicholas Sheridan Lewin report on this Form 4?

Nicholas Sheridan Lewin reported receiving 440 ESTA common shares as a compensation award. These shares were elected in lieu of a quarterly cash retainer, issued under the 2018 Equity Incentive Plan and valued using the $56.78 quarter-end closing price.

Q: Was the ESTA Form 4 transaction an open-market buy or a compensation grant?

The ESTA Form 4 shows a compensation grant , not an open-market purchase. Lewin elected to receive 440 common shares instead of a cash retainer, consistent with the company’s Outside Director Compensation Policy , using the quarter-end closing share price to determine the amount.

Q: How many ESTA shares does Nicholas Sheridan Lewin hold after this reported grant?

After the grant, Nicholas Sheridan Lewin directly holds 1,077,315 ESTA common shares . The filing also reports 19,090 additional shares held indirectly by his spouse, reflecting associated family ownership reported for transparency under SEC beneficial ownership rules.

Q: How was the number of ESTA shares in the director’s retainer grant determined?

The 440-share grant was determined based on the closing price of ESTA common shares on the last trading day of the quarter. This price, disclosed as $56.78 per share , was used to convert the quarterly cash retainer into stock under the compensation policy.

Q: What is the role of ESTA’s 2018 Equity Incentive Plan in this Form 4 transaction?

The 2018 Equity Incentive Plan is the program under which the 440-share award was issued. It allows outside directors like Lewin to receive equity instead of cash retainers, aligning compensation with share performance based on predetermined elections and quarter-end pricing.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

LEWIN NICHOLAS SHERIDAN reported acquisition or exercise transactions in this Form 4 filing.

ESTABLISHMENT LABS HOLDINGS INC. director Nicholas Sheridan Lewin received a grant of 440 common shares, elected in lieu of a quarterly cash retainer under the company’s Outside Director Compensation Policy. The shares were issued under the 2018 Equity Incentive Plan at a value based on the closing price of $56.78 per share.

Following this compensation award, Lewin directly holds 1,077,315 common shares. An additional 19,090 common shares are held indirectly through his spouse, reflecting associated family holdings rather than an open-market trade.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider LEWIN NICHOLAS SHERIDAN

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	440	$56.78	$25K
holding	Common Shares	--	--	--

Holdings After Transaction: Common Shares — 1,077,315 shares (Direct); Common Shares — 19,090 shares (Indirect, See Footnote)

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

Key Figures

Compensation grant: 440 shares Grant valuation price: $56.78 per share Direct holdings after grant: 1,077,315 shares +1 more

4 metrics

Compensation grant 440 shares Common shares elected in lieu of quarterly cash retainer

Grant valuation price $56.78 per share Closing price on last trading day of the quarter

Direct holdings after grant 1,077,315 shares Common shares directly held by Nicholas Sheridan Lewin

Indirect spouse holdings 19,090 shares Common shares held by the reporting person’s spouse

Key Terms

Outside Director Compensation Policy, 2018 Equity Incentive Plan, quarterly cash retainer, beneficial ownership

4 terms

Outside Director Compensation Policy financial

"in accordance with the Reporting Person's prior election under the Issuer's Outside Director Compensation Policy"

2018 Equity Incentive Plan financial

"The common shares were issued pursuant to the Issuer's 2018 Equity Incentive Plan"

quarterly cash retainer financial

"elected to be received in lieu of a quarterly cash retainer payment"

beneficial ownership financial

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

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Form 4 Insider Transactions: What Each Field Means →

04/01/2026 - 04:06 PM

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

DELAWARE

19958

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	03/31/2026		A⁽¹⁾		440	A	$56.78	1,077,315	D
Common Shares								19,090	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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/ Cassandra "Sandra" Harris	04/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did ESTA director Nicholas Sheridan Lewin report on this Form 4?

Nicholas Sheridan Lewin reported receiving 440 ESTA common shares as a compensation award. These shares were elected in lieu of a quarterly cash retainer, issued under the 2018 Equity Incentive Plan and valued using the $56.78 quarter-end closing price.

Was the ESTA Form 4 transaction an open-market buy or a compensation grant?

The ESTA Form 4 shows a compensation grant, not an open-market purchase. Lewin elected to receive 440 common shares instead of a cash retainer, consistent with the company’s Outside Director Compensation Policy, using the quarter-end closing share price to determine the amount.

How many ESTA shares does Nicholas Sheridan Lewin hold after this reported grant?

After the grant, Nicholas Sheridan Lewin directly holds 1,077,315 ESTA common shares. The filing also reports 19,090 additional shares held indirectly by his spouse, reflecting associated family ownership reported for transparency under SEC beneficial ownership rules.

How was the number of ESTA shares in the director’s retainer grant determined?

The 440-share grant was determined based on the closing price of ESTA common shares on the last trading day of the quarter. This price, disclosed as $56.78 per share, was used to convert the quarterly cash retainer into stock under the compensation policy.

What is the role of ESTA’s 2018 Equity Incentive Plan in this Form 4 transaction?

The 2018 Equity Incentive Plan is the program under which the 440-share award was issued. It allows outside directors like Lewin to receive equity instead of cash retainers, aligning compensation with share performance based on predetermined elections and quarter-end pricing.