Establishment Labs director takes equity retainer: 609 shares issued at $40.99

Rhea-AI Filing Summary

Establishment Labs Holdings director Nicholas Sheridan reported acquiring 609 common shares on 09/30/2025 at a price of $40.99 per share. These shares were issued under the company’s 2018 Equity Incentive Plan and represent shares elected to be received in lieu of a quarterly cash retainer under the issuer’s Outside Director Compensation Policy.

After the transaction the reporting person directly beneficially owned 1,076,532 shares. An additional 19,090 shares are noted as indirectly beneficially owned via the reporting person’s spouse. The Form 4 discloses this routine director compensation election and does not show derivative transactions.

Positive

• Boards alignment: Director elected to receive equity compensation, aligning interests with shareholders.
• Transparent disclosure: Form 4 clearly reports direct holdings of 1,076,532 shares and indirect holdings of 19,090 shares via spouse.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director share election; small issuance relative to total holdings, minimal near-term market impact.

The transaction reflects a standard director compensation election to receive equity rather than cash, with 609 shares issued at $40.99. Such elections are common and typically intended to align director incentives with shareholders. The director’s direct holdings of 1,076,532 shares indicate substantial ownership, and the reported indirect holding of 19,090 shares via a spouse is disclosed for completeness. No derivative activity is reported, and the size of the issuance is immaterial relative to the total direct holdings disclosed here, suggesting limited immediate valuation impact.

Corporate Governance Expert

TL;DR: Disclosure follows standard Section 16 reporting for insider compensation elections; governance practices appear routine.

The Form 4 documents a director’s receipt of equity under the company’s Outside Director Compensation Policy and the 2018 Equity Incentive Plan, which is a common governance practice to align management and board interests with shareholders. The filing properly identifies direct and indirect holdings and includes an explanatory footnote that the spouse holds 19,090 shares. There are no indications of atypical timing, large disposals, or related-party transfers that would raise 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
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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^*

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)
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)		609	A	$40.99	1,076,532	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)
				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	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 did ESTA director Nicholas Sheridan acquire on 09/30/2025?

He acquired 609 common shares at a price of $40.99 per share.

Why were the 609 shares issued to the director?

They were issued in lieu of a quarterly cash retainer under the issuer’s Outside Director Compensation Policy and pursuant to the company’s 2018 Equity Incentive Plan.

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

The reporting person directly beneficially owns 1,076,532 shares following the reported transaction.

Are there any indirect holdings disclosed for the reporting person?

Yes, an additional 19,090 shares are reported as held by the reporting person’s spouse, noted as indirect beneficial ownership.

Does the Form 4 report any derivative transactions for ESTA?

No. Table II for derivative securities contains no reported transactions.