Nantahala group reports 3.4% Establishment Labs (ESTA) stake

Rhea-AI Filing Summary

Nantahala Capital Management and its principals reported a mid‑single‑digit stake in Establishment Labs Holdings Inc. As of December 31, 2025, Nantahala and Wilmot B. Harkey each may be deemed to beneficially own 987,689 common shares, or about 3.40% of outstanding shares, while Daniel Mack is reported at 3.50%, including 28,218 shares he controls solely. The securities are described as held in the ordinary course of business and not for the purpose of changing or influencing control of the company.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 7)

Establishment Labs Holdings Inc.

(Name of Issuer)

Common Shares, No Par Value

(Title of Class of Securities)

G31249108

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G31249108

1

Names of Reporting Persons

Nantahala Capital Management, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

MASSACHUSETTS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 987,689.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 987,689.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

987,689.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.40 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP No. G31249108

1

Names of Reporting Persons

Wilmot B. Harkey

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 987,689.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 987,689.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

987,689.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.40 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

CUSIP No. G31249108

1

Names of Reporting Persons

Daniel Mack

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 28,218.00
6	Shared Voting Power 987,689.00
7	Sole Dispositive Power 28,218.00
8	Shared Dispositive Power 987,689.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

987,689.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.50 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Establishment Labs Holdings Inc.
(b)	Address of issuer's principal executive offices: BUILDING B15 AND 25 COYOL FREE ZONE ALAJUELA, COSTA RICA, 78758
Item 2.
(a)	Name of person filing: (1) Nantahala Capital Management, LLC ("Nantahala") (2) Wilmot B. Harkey (3) Daniel Mack (together the "Reporting Persons")
(b)	Address or principal business office or, if none, residence: 130 Main St. 2nd Floor, New Canaan, Connecticut 06840
(c)	Citizenship: (1) Nantahala is a Massachusetts limited liability company. (2) Each of Messrs. Harkey and Mack is a citizen of the United States of America.
(d)	Title of class of securities: Common Shares, No Par Value
(e)	CUSIP No.: G31249108
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: As of December 31, 2025, Nantahala may be deemed to be the beneficial owner of 987,689 Shares held by funds and separately managed accounts under its control, and as the managing members of Nantahala, each of Messrs. Harkey and Mack may be deemed to be a beneficial owner of those Shares.
(b)	Percent of class: As of December 31, 2025, each of the Reporting Persons may be deemed to be the beneficial owner of the following percentage of the total number of Shares outstanding: (1) Nantahala Capital Management, LLC ("Nantahala") : 3.40% (2) Wilmot B. Harkey: 3.40% (3) Daniel Mack: 3.50%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: (1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares. (2) Wilmot B. Harkey: 0 Shares. (3) Daniel Mack: 28,218 Shares.
	(ii) Shared power to vote or to direct the vote: (1) Nantahala Capital Management, LLC ("Nantahala") : 987,689 Shares. (2) Wilmot B. Harkey: 987,689 Shares. (3) Daniel Mack: 987,689 Shares.
	(iii) Sole power to dispose or to direct the disposition of: (1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares. (2) Wilmot B. Harkey: 0 Shares. (3) Daniel Mack: 28,218 Shares.
	(iv) Shared power to dispose or to direct the disposition of: (1) Nantahala Capital Management, LLC ("Nantahala") : 987,689 Shares. (2) Wilmot B. Harkey: 987,689 Shares. (3) Daniel Mack: 987,689 Shares.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. Each of Messrs. Harkey and Mack is filing this Schedule 13G as a control person in respect of shares beneficially owned by Nantahala, an investment adviser as described in ss. 240.13d-1(b)(1)(ii)(E). See Item 4(a).
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Nantahala Capital Management, LLC

Signature:	/s/ Taki Vasilakis
Name/Title:	Taki Vasilakis / Chief Compliance Officer
Date:	02/13/2026

Wilmot B. Harkey

Signature:	/s/ Wilmot B. Harkey
Name/Title:	Wilmot B. Harkey
Date:	02/13/2026

Daniel Mack

Signature:	/s/ Daniel Mack
Name/Title:	Daniel Mack
Date:	02/13/2026

FAQ

What ownership stake in ESTA does Nantahala Capital report?

Nantahala Capital Management reports beneficial ownership of 987,689 Establishment Labs common shares. This represents about 3.40% of the company’s outstanding shares as of December 31, 2025, held through funds and separately managed accounts under Nantahala’s control.

How much of Establishment Labs (ESTA) do Harkey and Mack each beneficially own?

Wilmot B. Harkey may be deemed to beneficially own 3.40% of Establishment Labs, tied to 987,689 shares. Daniel Mack may be deemed to beneficially own 3.50%, including 28,218 shares over which he has sole voting and dispositive power, plus shared interests.

Does this Schedule 13G/A show Nantahala owning more than 5% of ESTA?

No, the Schedule 13G/A states ownership of 5 percent or less of the class. Each reporting person’s beneficial ownership is disclosed in the 3.40%–3.50% range, keeping the reported stake comfortably below the 5% threshold for this common share class.

Are Nantahala and its principals seeking control of Establishment Labs (ESTA)?

The filing certifies the securities were acquired and are held in the ordinary course of business. It explicitly states they were not acquired or held for the purpose or effect of changing or influencing control of Establishment Labs, except for limited proxy nomination activities.

Who are the reporting persons in this ESTA Schedule 13G/A filing?

The reporting persons are Nantahala Capital Management, LLC, a Massachusetts investment adviser, and its managing members Wilmot B. Harkey and Daniel Mack. Their business address is listed as 130 Main St., 2nd Floor, New Canaan, Connecticut 06840 in the ownership disclosure.

What voting powers over ESTA shares does Daniel Mack report?

Daniel Mack reports sole voting and dispositive power over 28,218 Establishment Labs shares. He also reports shared voting and dispositive power over 987,689 shares, which are held by funds and accounts managed by Nantahala Capital Management, where he is a managing member.