Establishment Labs (ESTA) Director Accepts Equity in Lieu of Cash Retainer

Rhea-AI Filing Summary

Edward J. Schutter, a director of Establishment Labs Holdings Inc. (ESTA), received 457 common shares as payment in lieu of a quarterly cash retainer under the company’s Outside Director Compensation Policy. The shares were issued under the Issuer’s 2018 Equity Incentive Plan and were valued based on the closing market price used to determine the share equivalent. After this issuance the reporting person beneficially owns 138,015 shares, held directly.

Insights

Financial Analyst

TL;DR: Routine equity-based director compensation; small incremental change to insider holdings with limited market impact.

The Form 4 reports a director election to receive equity rather than cash, a common practice that modestly increases insider alignment with shareholders. The transaction—457 shares issued at the plan-determined price—represents a small change relative to the reporting person’s total holdings of 138,015 shares. There is no evidence in the filing of option exercises, dispositions, or derivative activity that would materially alter dilution or capital structure.

Corporate Governance Expert

TL;DR: Governance action consistent with established compensation policy; disclosure follows Section 16 reporting requirements.

The disclosure indicates the director utilized a pre-existing election under the company’s director compensation policy to receive shares under the 2018 Equity Incentive Plan. This is a routine administrative issuance that aligns with common governance practices to tie non-employee director pay to equity ownership. The form reports direct beneficial ownership and provides an explanation of the issuance method, meeting standard transparency expectations for insider reporting.

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^*

SCHUTTER EDWARD J

(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)		457	A	$40.99	138,015	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 reported for ESTA insider Edward J. Schutter?

The Form 4 reports that Edward J. Schutter received 457 common shares as payment in lieu of a quarterly cash retainer.

Under what plan were the shares issued?

The shares were issued pursuant to the issuer’s 2018 Equity Incentive Plan as described in the filing.

How many shares does the reporting person own after the transaction?

The reporting person beneficially owns 138,015 common shares following the reported transaction.

How was the share amount determined?

The common shares were determined based on the closing price of the issuer’s common shares on the last trading day of the quarter, per the filing explanation.

Does the Form 4 report any derivative or option activity?

No. Table II (derivative securities) shows no reported derivative or option transactions in this filing.