Establishment Labs第二季收入增31.7%至7540萬美元 虧損收窄並完成債務再融資

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
(Mark One) 
☒    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2026 
OR
☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission File Number: 001-38593
Establishment Labs Holdings Inc.
(Exact name of Registrant as specified in its charter)

British Virgin Islands98-1436377

State or Other Jurisdiction of 
Incorporation or Organization
I.R.S. Employer Identification No.

11401 Century Oaks Terrace
Suite 400
Austin, Texas
78758

Address of Principal Executive OfficesZip Code

+1
800
924-5072
Registrant’s Telephone Number, Including Area Code

Not applicable
Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

Securities registered pursuant to Section 12(b) of the Act: 

Title of each classTrading symbolName of each exchange on which registered
Common Shares, No Par ValueESTAThe Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒    No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ☒  No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 

Large accelerated filer ☒
Accelerated filer ☐
Non-accelerated filer ☐Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes ☐  No ☒
The number of the registrant’s common shares outstanding as of August 6, 2026 was 29,801,891.

TABLE OF CONTENTS

Page
Explanatory Note
1

Special Note Regarding Forward-Looking Statements
1

Part I. Financial Information
3

Item 1.
Financial Statements - Unaudited
3

Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025
3

Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025
4

Condensed Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended June 30, 2026 and 2025
5

Condensed Consolidated Statements of Shareholders’ Equity for the Three and Six Months Ended June 30, 2026 and 2025
6

Condensed Consolidated Statements of Cash Flows for the Three and Six Months Ended June 30, 2026 and 2025
8

Notes to the Condensed Consolidated Financial Statements
10

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
17

Item 3.
Quantitative and Qualitative Disclosures About Market Risk
24

Item 4.
Controls and Procedures
24

Part II. Other Information
25

Item 1.
Legal Proceedings
25

Item 1A.
Risk Factors
25

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
25

Item 3.
Defaults Upon Senior Securities
25

Item 4.
Mine Safety Disclosure
25

Item 5.
Other Information
26

Item 6.
Exhibits
26

Signatures
28

i

EXPLANATORY NOTE
In this report, unless the context indicates otherwise, the terms “Establishment Labs,” “Company,” “we,” “us” and “our” refer to Establishment Labs Holdings Inc., a British Virgin Islands entity, and its consolidated subsidiaries. 
We own, or have rights to use, trademarks and trade names that we use in connection with the operation of our business, including Establishment Labs and our logo as well as other brands such as Motiva Implants, SilkSurface/SmoothSilk, ProgressiveGel, TrueMonobloc, BluSeal, Divina, Ergonomix, Ergonomix2, Ergonomix2 Diamond, Mia Femtech, MotivaImagine, GEM, Zen and Preservé, among others. Other trademarks and trade names appearing in this report are the property of their respective owners. Solely for your convenience, some of the trademarks and trade names referred to in this report are listed without the ® and TM symbols, but we will assert, to the fullest extent under applicable law, our rights to our trademarks and trade names.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. You can find many (but not all) of these statements by looking for words such as “approximates,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “would,” “may” or other similar expressions in this report. Any statements that refer to projections of our future financial or operating performance, our liquidity and anticipated cash plans, anticipated trends in our business, our goals, strategies, focus and plans, and other characterizations of future events or circumstances, including statements expressing general optimism about our future operating results, clinical trials, or products, are forward-looking statements. 
We claim the protection of the safe harbor contained in the Private Securities Litigation Reform Act of 1995. We caution investors that any forward-looking statements presented in this report, or that we may make orally or in writing from time to time, are expressions of our beliefs and expectations based on currently available information at the time such statements are made. Such statements are based on assumptions, and the actual outcome will be affected by known and unknown risks, trends, uncertainties and factors that are beyond our control. Although we believe that our assumptions are reasonable, they are not guarantees of future performance. As a result, our actual future results may differ from our expectations, and those differences may be material. 
Factors that could cause or contribute to these differences include, among others, unfavorable global economic and political conditions, including slower growth or recession, inflation, decreases in consumer spending power or confidence or trade wars; we have incurred losses to date, and our ability to achieve and maintain profitability depends on the commercial success of our Motiva Implants; if our available cash resources and anticipated cash flow from operations are insufficient to satisfy our liquidity requirements, we may seek to sell equity or convertible debt securities, enter into a credit facility or another form of third-party funding, or seek other debt financing; we have a limited operating history in the United States; our business depends on maintaining our brand and ongoing customer demand for our products and services; if we fail to compete effectively against our competitors, many of whom have greater resources than we have, our revenues and results of operations may be negatively affected; any disruption at our existing facilities could adversely affect our business and operating results; we may fail to maintain and develop our direct sales force, and our revenues and financial outcomes could suffer as a result, and our direct sales personnel may not effectively sell our products; if we are unable to educate clinicians on the safe, effective and appropriate use of our products and designed surgeries, we may experience unsatisfactory patient outcomes, negative publicity and increased claims of product liability and may be unable to achieve our expected growth; our success depends, in part, on our ability to continue to enhance our existing products and services and develop or commercialize new products and services that respond to customer needs and preferences, which we expect to require us to incur significant expenses; delays or failure to obtain necessary clearances or approvals would adversely affect our ability to grow our business; compliance with ongoing regulatory obligations and continued regulatory review may result in significant additional expense and subject us to penalties if we have to comply with applicable regulatory requirements; the medical technology industry is complex and intensely regulated at the federal, state, and local levels, and government authorities may determine that we have failed to comply with applicable laws or regulations; if our single-source supplier were to increase prices for this raw material or experience interruptions in its ability to supply us with this raw material, our business, financial condition and results of operations could be adversely affected; we have significant exposure to the economic and political situations in emerging market countries; pandemics, epidemics, or other public health crises may adversely affect our business and financial results in the future; adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults, or non-performance by financial institutions or transactional counterparties, could adversely affect our liquidity and financial 
1

performance; our results of operations have been in the past, and could be in the future, adversely affected by fluctuations in currency rates; negative publicity concerning our products or our competitors’ products, including due to product defects or recalls and any resulting litigation, or long-term safety impacts, could harm our reputation and reduce demand for silicone breast implants, either of which could adversely impact our financial results and/or share price; news coverage in recent years has called into question the long-term safety of breast implants, including through reports of breast implant-associated anaplastic large cell lymphoma linked to our competitors’ products which have led to regulatory actions regarding macrotextured devices in several countries and the worldwide recall of one of our competitor’s macrotextured implants and tissue expanders. These events and reports of other forms of cancer, including squamous cell carcinoma and various lymphomas, from breast implant products may lead to a reduction in the demand for silicone breast implants and could adversely affect our business; the medical device industry is characterized by patent litigation, and we could become subject to litigation or other proceedings to protect or enforce our intellectual property rights that could be costly, result in the diversion of management’s time and efforts, require us to pay damages or prevent us from marketing our existing or future products; and those risks and uncertainties discussed in Part I, Item 1A. “Risk Factors” in our Form 10-K filed with the Securities and Exchange Commission, or SEC, on February 27, 2026, as such risk factors may be amended, updated or superseded from time to time by our subsequent filings with the Securities and Exchange Commission. The risks and uncertainties included herein are not exhaustive, and additional factors could adversely affect our business and financial performance. We operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for us to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. 
We are not undertaking any obligation to update any forward-looking statements, except as required by law. Accordingly, investors should use caution in relying on past forward-looking statements, which speak only as of the date they are made.
2

Table of Contents
ESTABLISHMENT LABS HOLDINGS INC.
Condensed Consolidated Balance Sheets
(In thousands, except share data)

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

June 30,
2026December 31,
2025
(Unaudited)
Assets
Current assets:
Cash and cash equivalents$71,157 $75,572 
Accounts receivable, net of allowance of credit losses of $6.5 million and $6.8 million at June 30, 2026 and December 31, 2025, respectively
75,650 77,497 
Inventory84,983 85,611 
Prepaid expenses and other current assets15,940 11,260 
Total current assets247,730 249,940 
Long-term assets:
Property and equipment, net of accumulated depreciation and amortization of $28.0 million and $26.2 million at June 30, 2026 and December 31, 2025, respectively
73,998 75,615 
Goodwill1,209 1,209 
Intangible assets, net of accumulated amortization of $13.3 million and $11.9 million at June 30, 2026 and December 31, 2025, respectively
9,430 9,942 

Right-of-use operating lease assets, net3,508 4,339 
Other non-current assets16,051 16,122 
Total assets$351,926 $357,167 
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable$32,841 $43,109 
Accrued liabilities17,344 18,856 
Other liabilities, short-term14,373 20,177 
Total current liabilities64,558 82,142 
Long-term liabilities:
Note payable, net261,702 247,522 
Operating lease liabilities, long-term1,972 2,820 
Other liabilities, long-term2,087 1,136 
Total liabilities330,319 333,620 
Commitments and contingencies (Note 7)

Shareholders’ equity:
Common shares — zero par value, unlimited amount authorized; 30,201,123 and 29,713,024 shares issued at June 30, 2026 and December 31, 2025, respectively; 29,793,053 and 29,304,954 shares outstanding at June 30, 2026 and December 31, 2025, respectively
450,587 433,378 
Additional paid-in-capital92,603 87,624 
Treasury shares, at cost, 408,070 shares held at June 30, 2026 and December 31, 2025
(2,854)(2,854)
Accumulated deficit(520,886)(495,756)
Accumulated other comprehensive income2,157 1,155 
Total shareholders’ equity21,607 23,547 
Total liabilities and shareholders’ equity$351,926 $357,167 

The accompanying notes are an integral part of these condensed consolidated financial statements.
3

Table of Contents
ESTABLISHMENT LABS HOLDINGS INC.
Condensed Consolidated Statements of Operations
(In thousands, except share and per share data)
(Unaudited)

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Revenue$67,542 $51,300 $127,419 $92,677 
Cost of revenue19,831 16,028 37,373 29,597 
Gross profit47,711 35,272 90,046 63,080 
Operating expenses:
Sales, general and administrative46,905 44,176 90,510 83,875 
Research and development5,096 5,203 10,337 10,258 
Total operating expenses52,001 49,379 100,847 94,133 
Loss from operations(4,290)(14,107)(10,801)(31,053)
Interest income36 91 62 341 
Interest expense7,034 5,956 14,122 11,809 

Other (income) loss, net454 (4,383)(25)(7,136)

Loss before income taxes(11,742)(15,589)(24,836)(35,385)
Provision for income taxes6 1,004 294 1,918 
Net loss$(11,748)$(16,593)$(25,130)$(37,303)

Basic and diluted net loss per share$(0.39)$(0.57)$(0.84)$(1.29)

Weighted average outstanding shares used for basic and diluted net loss per share30,121,685 28,913,811 30,037,826 28,882,108 

 
The accompanying notes are an integral part of these condensed consolidated financial statements.
4

ESTABLISHMENT LABS HOLDINGS INC.
Condensed Consolidated Statements of Comprehensive Loss
(In thousands)
(Unaudited)

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Net loss$(11,748)$(16,593)$(25,130)$(37,303)
Other comprehensive income (loss):
Foreign currency translation gain (loss)(210)(3,530)1,002 (3,658)
Other comprehensive income (loss)(210)(3,530)1,002 (3,658)
Comprehensive loss$(11,958)$(20,123)$(24,128)$(40,961)

The accompanying notes are an integral part of these condensed consolidated financial statements.
5

Table of Contents
ESTABLISHMENT LABS HOLDINGS INC.
Condensed Consolidated Statements of Shareholders’ Equity
(In thousands, except share data)
(Unaudited)

Common SharesTreasury SharesAdditional
Paid-In
CapitalAccumulated
DeficitAccumulated Other Comprehensive Income
Total
SharesAmountSharesAmount

Balance at January 1, 202629,713,024 $433,378 (408,070)$(2,854)$87,624 $(495,756)$1,155 $23,547 

Issuance of common shares in lieu of cash compensation
1,716 97 — — — — — 97 
Stock option exercises32,607 1,008 — — — — — 1,008 

Share-based compensation56,385 56 — — 2,947 — — 3,003 
Shares withheld to cover income tax obligation upon vesting of restricted stock(10,651)(10)— — (692)— — (702)

Foreign currency translation gain
— — — — — — 1,212 1,212 
Net loss— — — — — (13,382)— (13,382)
Balance at March 31, 202629,793,081 434,529 (408,070)(2,854)89,879 (509,138)2,367 14,783 

Issuance of common shares in lieu of cash compensation
1,131 97 — — — — — 97 
Stock option exercises367,885 15,922 — — — — — 15,922 

Share-based compensation43,018 43 — — 2,995 — — 3,038 
Shares withheld to cover income tax obligation upon vesting of restricted stock(3,992)(4)— — (271)— — (275)
Foreign currency translation loss— — — — — — (210)(210)
Net loss— — — — — (11,748)— (11,748)
Balance at June 30, 202630,201,123 $450,587 (408,070)$(2,854)$92,603 $(520,886)$2,157 $21,607 

The accompanying notes are an integral part of these condensed consolidated financial statements.
6

Table of Contents
ESTABLISHMENT LABS HOLDINGS INC.
Condensed Consolidated Statements of Shareholders’ Equity
(In thousands, except share data)
(Unaudited)

Common SharesTreasury SharesAdditional
Paid-In
CapitalAccumulated
DeficitAccumulated Other Comprehensive Income
Total
SharesAmountSharesAmount

Balance at January 1, 202529,195,439 $420,364 (408,070)$(2,854)$76,992 $(444,692)$3,285 $53,095 

Issuance of common shares in lieu of cash compensation90,153 4,062 — — — — — 4,062 
Stock option exercises4,260 79 — — — — — 79 

Share-based compensation33,530 34 — — 2,400 — — 2,434 
Shares withheld to cover income tax obligation upon vesting of restricted stock(6,975)(7)— — (275)— — (282)
Foreign currency translation loss
— — — — — — (128)(128)
Net loss— — — — — (20,710)— (20,710)
Balance at March 31, 202529,316,407 424,532 (408,070)(2,854)79,117 (465,402)3,157 38,550 
Issuance of common shares in lieu of cash compensation21,565 1,022 — — — — — 1,022 
Stock option exercises11,083 273 — — — — — 273 

Share-based compensation32,659 32 — — 3,153 — — 3,185 
Shares withheld to cover income tax obligation upon vesting of restricted stock(4,111)(4)— — (140)— — (144)
Foreign currency translation loss— — — — — — (3,530)(3,530)
Net loss— — — — — (16,593)— (16,593)
Balance at June 30, 202529,377,603 $425,855 (408,070)$(2,854)$82,130 $(481,995)$(373)$22,763 

The accompanying notes are an integral part of these condensed consolidated financial statements.
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ESTABLISHMENT LABS HOLDINGS INC.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)

Six Months Ended
June 30,
20262025
Cash flows from operating activities:
Net loss$(25,130)$(37,303)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization4,899 4,690 
Provision (recoveries) for credit losses(214)1,964 

Share-based compensation 6,235 5,827 
Loss (gain) from disposal of property and equipment113 (8)

Unrealized foreign currency loss (gain), net2,675 (9,481)
Amortization of right-to-use asset461 472 
Non-cash loss on contract termination— 543 

Non-cash interest expense, amortization of debt discount and debt issuance costs5,719 1,556 
Changes in operating assets and liabilities:
Accounts receivable1,825 (3,686)
Inventory886 (14,118)
Prepaid expenses and other current assets(3,064)(770)
Other assets62 450 
Accounts payable(10,238)11,385 
Accrued liabilities(1,727)646 
Operating lease liabilities(512)(467)
Other liabilities(2,902)(1,178)
Net cash used in operating activities(20,912)(39,478)
Cash flows from investing activities:
Purchases of property and equipment(5,511)(2,377)

Cash used in business acquisitions, net of cash acquired
— (307)
Cost incurred for intangible assets(98)(723)

Net cash used in investing activities(5,609)(3,407)
Cash flows from financing activities:

Borrowings under Oaktree credit agreement265,000 — 
Repayment of Oaktree credit agreement(246,367)— 
Payment of financing fees, Oaktree debt(10,006)— 

Borrowings on short-term notes payable— 5,000 
Repayments of short-term notes payable for insurance premium financing(1,981)— 
Proceeds from stock option exercises16,930 352 

Tax payments related to shares withheld upon vesting of restricted stock(977)(426)
Net cash provided by financing activities22,599 4,926 
Effect of exchange rate changes on cash and cash equivalents(493)2,251 
Net decrease in cash and cash equivalents
(4,415)(35,708)
Cash and cash equivalents at beginning of period75,572 90,347 
Cash and cash equivalents at end of period$71,157 $54,639 

The accompanying notes are an integral part of these condensed consolidated financial statements.
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ESTABLISHMENT LABS HOLDINGS INC.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)

Six Months Ended
June 30,
20262025
Supplemental disclosures of non-cash investing and financing activities:
Unpaid balance for property and equipment$272 $112 
Unpaid balance for intangible assets$699 $365 

Equity consideration in a business acquisition
$— $3,556 
Contingent consideration payable related to a business acquisition
$— $317 
Consideration payable related to business acquisition$— $198 
Issuance of common shares to settle contract termination
$— $1,320 
Exit fee obligations for Oaktree debt$2,689 $— 

The accompanying notes are an integral part of these condensed consolidated financial statements.
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ESTABLISHMENT LABS HOLDINGS INC.
Notes to Condensed Consolidated Financial Statements 
(Unaudited)

1.    Formation and Business of the Company
Establishment Labs Holdings Inc. along with its wholly owned subsidiaries, or the Company, is a global company that manufactures and markets innovative medical devices for aesthetic and reconstructive plastic surgery. The Company was established in the British Virgin Islands on October 9, 2013, at which time Establishment Labs, S.A., the Costa Rican manufacturing company, was reincorporated as a wholly-owned subsidiary. The Company operates through wholly owned subsidiaries in multiple international jurisdictions. 
Substantially all of the Company’s revenues are derived from the sale of silicone gel-filled breast implants, branded as Motiva Implants.
The main manufacturing activities are conducted at manufacturing facilities in Costa Rica. In 2024, the Company completed construction of its newest facility. In 2010, the Company began operating under the Costa Rica free zone regime (Régimen de Zona Franca), which provides for reduced income tax and other tax obligations pursuant to an agreement with the Costa Rican authorities.
The Company’s products are approved for sale in Europe, the Middle East, Latin America, Asia and the United States. The Company sells its products internationally through a combination of direct and distributor sales to customers. In October 2024, the Company began selling Motiva Implants for use in breast augmentation for patients in the United States.

2.    Summary of Significant Accounting Policies
Basis of Presentation and Consolidation 
The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, and the applicable rules and regulations of the Securities and Exchange Commission, or SEC, for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. 
The accompanying condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the years ended December 31, 2025, 2024 and 2023 presented in the Company’s Form 10-K filed with the SEC on February 27, 2026.
The condensed consolidated financial statements include the Company’s accounts and those of its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. 
Unaudited Interim Condensed Consolidated Financial Information
The accompanying interim condensed consolidated financial statements as of June 30, 2026 and for the three and six months ended June 30, 2026 and 2025, and the related interim information contained within the notes to the condensed consolidated financial statements, are unaudited. The unaudited interim condensed consolidated financial statements have been prepared in accordance with GAAP and on the same basis as the audited consolidated financial statements. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements contain all adjustments which are necessary to state fairly the Company’s financial position as of June 30, 2026, and the results of its operations and cash flows for the six months ended June 30, 2026 and 2025. Such adjustments are of a normal and recurring nature. The results for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the full fiscal year 2026, or for any future period. 
Use of Estimates
The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Estimates are based on historical experience, where applicable, and other assumptions believed to be reasonable by management. Actual results may differ from those estimates under different assumptions or conditions.
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ESTABLISHMENT LABS HOLDINGS INC.
Notes to Condensed Consolidated Financial Statements 
(Unaudited)

Revenue
Revenue was generated in these primary geographic markets:

Three Months Ended June 30,
Six Months Ended June 30,

202620252026
2025

(in thousands)

OUS*$42,849 $41,048 83,132 $76,330 
US24,693 10,252 44,287 16,347 
Total revenue$67,542 $51,300 $127,419 $92,677 

* Includes all geographies outside of the United States.

Inventory, Net

June 30,
2026December 31,
2025
(in thousands)

Raw materials$33,782 $35,161 
Work in process2,502 2,842 
Finished goods48,699 47,608 
Total inventory, net$84,983 $85,611 

As of June 30, 2026 and December 31, 2025, $17.7 million and $14.1 million of inventory was on consignment, respectively.
Recent Accounting Standards 
Periodically, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s consolidated financial statements upon adoption. 
Recently Issued Accounting Standards
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which enhances disclosure requirements over the disaggregation of relevant expense categories within the income statement. The new guidance requires tabular presentation of prescribed expense categories such as the purchases of inventory, employee compensation, depreciation, intangible asset amortization, and other specific expense, gains and losses required by existing GAAP, that reconciles to the face of the income statement. It is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027, with early adoption permitted, and may be applied either prospectively or retrospectively. The Company is currently evaluating the potential effect that the updated standard will have on the financial statement disclosures.

3.    Fair Value Measurements 
Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. 
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ESTABLISHMENT LABS HOLDINGS INC.
Notes to Condensed Consolidated Financial Statements 
(Unaudited)

The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows: 
•Level I    Unadjusted quoted prices in active markets for identical assets or liabilities;
•Level II    Inputs other than quoted prices included within Level I that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and
•Level III     Unobservable inputs that are supported by little or no market activity for the related assets or liabilities.
The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. 
The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy at June 30, 2026: 

Fair Value Measurements at June 30, 2026

TotalLevel 1Level 2Level 3

(in thousands)
Liabilities

Acquisition-related contingent consideration$— — — $— 

Fair Value Measurements at December 31, 2025

TotalLevel 1Level 2Level 3

(in thousands)
Liabilities

Acquisition-related contingent consideration$4,474 — — $4,474 

The fair value measurement of contingent consideration related to the business acquisition completed in fiscal 2024 represents the contingent consideration arrangement from the Company’s acquisition of Motiva Benelux B.V., a distribution company in Belgium, and Motiva NL B.V., a distribution company in Netherlands, on October 1, 2024. Under this contingent consideration arrangement, the Company is required to pay the former owners an amount equal to the total revenue for fiscal year 2024 and 2025 multiplied by a multiple based on the relevant revenue growth rate realized in that particular fiscal year versus the prior year (ratio ranges from 0.5 to 0.9). The potential undiscounted amount of all future contingent payments that the Company could be required to make is not capped.
On April 15, 2026, the Company settled outstanding liabilities and paid $4.8 million as a final settlement, primarily consisting of the contingent consideration for the 2025 milestone and $0.3 million as a final non-contingent contractual payment. The fair value of the contingent consideration arrangement was $4.5 million as of December 31, 2025, which was calculated using the following inputs: (a) 2025 actual revenue of approximately $9.5 million; (b) growth ratio of 0.9 based on average revenue growth over the last two years; and (c) the fact that operating expense targets were met.
The estimates were based, in part, on subjective assumptions. During the periods presented, the Company has not changed the manner in which it values liabilities that are measured at fair value using Level 3 inputs. 
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ESTABLISHMENT LABS HOLDINGS INC.
Notes to Condensed Consolidated Financial Statements 
(Unaudited)

The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial instruments as follows:

Acquisition-related Contingent Consideration
(in thousands)

Balance at December 31, 2025
$4,474 
Reclassification
— 
Settlement(4,494)
Change in fair value20 
Balance at June 30, 2026
$— 

The change in fair value was related to the foreign currency fluctuations.

4.    Debt
Amended Oaktree Credit Agreement 
Prior to April 30, 2026, the Company was party to a Credit Agreement with Oaktree Fund Administration, LLC, as administrative agent, which provided for up to $225.0 million of secured term loans funded in four tranches. The facility bore interest at rates ranging from 8.25% to 10.0% per annum, was subject to a 2% original issue discount and certain exit and prepayment fees, and was guaranteed by certain subsidiaries of the Company and secured by substantially all of the assets of the Company and the guarantor subsidiaries. The Credit Agreement contained customary affirmative and negative covenants, including minimum liquidity and revenue-based financial covenants.
On April 30, 2026, or the Closing Date, the Company entered into an Amended and Restated Credit Agreement and Guaranty, or the Amended Credit Agreement, together with certain of its subsidiaries as guarantors, the lenders from time to time party thereto and Oaktree Fund Administration, LLC, as administrative agent, pursuant to which the lenders agreed to make term loans to the Company in an aggregate principal amount of up to $300.0 million, or collectively, the New Term Loans. Approximately $259.0 million of the proceeds from the initial borrowing under the Amended Credit Agreement was used to repay all outstanding obligations under the prior Credit Agreement and to pay transaction costs associated with the New Term Loans.
Pursuant to the terms of the Amended Credit Agreement, the New Term Loans will be advanced in two tranches: 
•The first tranche, or the Tranche E Term Loan, was advanced in the amount of $265.0 million on the Closing Date.
•The second tranche, or the Tranche F Term Loan, in an amount up to $35.0 million will be advanced upon the mutual consent of lenders and the Company.
The New Term Loans will mature on April 30, 2031, or the Maturity Date.
The New Term Loans accrue interest at a rate equal to 8.75% per annum, subject to certain conditions. Accrued interest is due and payable in cash on the last business day of March, June, September, and December of each year, commencing on the first such date to occur after the Closing Date; provided, however, that prior to the first anniversary of the Closing Date, the Company may pay an amount of interest on the outstanding New Term Loans corresponding to 25, 50, 75 or 100% of the interest rate in kind, subject to prior written notice delivered to the Administrative Agent. If the Company elects to pay up to 50% of the interest rate in kind for any period, the Company will incur a step-up of 0.375% for such period, which shall be payable in cash, and if the Company elects to pay more than 50% of the interest rate in kind for any period, the Company will incur a step-up of 0.500% for such period, which shall be payable in cash. Further, the applicable interest rate will step down by 0.25% upon the Company’s achieving a gross leverage ratio of less than 4.0 to 1.0. 
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ESTABLISHMENT LABS HOLDINGS INC.
Notes to Condensed Consolidated Financial Statements 
(Unaudited)

Each of the New Term Loans will be subject to an original issue discount of 1% of the principal amount thereof upon the drawing of each applicable tranche. Upon any payment or prepayment in full or in part of the New Term Loans, whether voluntary or involuntary, the Company is required to pay an exit fee equal to 1.0% of the principal amount of the New Term Loan paid, or the New Exit Fee.
The Company may elect to prepay all or any portion of the amounts owed prior to the Maturity Date, provided that the Company provides notice to the Administrative Agent, the amount is not less than $5,000,000, and the amount is accompanied by all accrued and unpaid interest thereon through the date of prepayment, plus the applicable yield protection premium and the applicable New Exit Fee. 
Prepayments of the New Term Loans on or prior to the second anniversary of the funding date thereof will be accompanied by a yield protection premium equal to the present value of all interest that would have accrued on the principal amount prepaid through such date (discounted at the Treasury Rate plus 50 basis points), plus 2% of the principal amount so prepaid. Prepayments of the New Term Loans after the second anniversary of the funding date thereof but on or prior to the third anniversary of such date will be accompanied by a yield protection premium equal to 2% of the principal amount so prepaid. No yield protection premium will be required for prepayments of the New Term Loans made after the third anniversary of the funding date thereof.
Pursuant to the Amended Credit Agreement, the obligations of the Company are guaranteed by its subsidiaries that are party thereto as guarantors.
The Amended Credit Agreement contains customary affirmative and restrictive covenants and representations and warranties. The Company and its subsidiaries are bound by certain affirmative covenants setting forth actions that are required during the term of the Amended Credit Agreement, including, without limitation, certain information delivery requirements, obligations to maintain certain insurance, and certain notice requirements. Additionally, the Company and its subsidiaries are bound by certain restrictive covenants setting forth actions that are not permitted to be taken during the term of the Amended Credit Agreement without prior written consent, including, without limitation, incurring certain additional indebtedness, consummating certain mergers, acquisitions or other business combination transactions, or incurring any non-permitted lien or other encumbrance on the assets of the Company or any of its subsidiaries. The Amended Credit Agreement also contains other customary provisions, such as confidentiality obligations and indemnification rights for the benefit of Lenders. The Amended Credit Agreement also contains financial covenants requiring (a) the Company to maintain minimum liquidity of at least $30,000,000 and (b) minimum gross sales of the Company and its subsidiaries for each consecutive 12-month period ending on the last day of each fiscal quarter in excess of an amount set forth in the Amended Credit Agreement for such period. The Amended Credit Agreement provides for a customary equity cure right in the event the Company fails to comply with the minimum gross sales covenant.
For lenders that continued as parties to the Amended Credit Agreement, the amendment was accounted for as a modification of the existing debt arrangement, and the existing unamortized debt issuance costs and debt discount related to these lenders continue to be amortized over the revised term of the facility along with new fees paid to such lenders. For new lenders replacing former lenders as parties to the Amended Credit Agreement, the amendment was accounted for as an extinguishment of the existing debt agreement resulting in the unamortized debt issuance costs and debt discount related to these lenders being written off and the new debt issuance costs and debt discount paid included in the balance of unamortized debt issuance costs and debt discount. 
As of June 30, 2026, the effective interest rate under the Amended Credit Agreement was 9.7%. For the period following the Closing Date through June 30, 2026, the Company elected to pay interest in kind, or PIK, on 100% of the cash interest payment resulting in a step-up cash interest rate charge of 0.5%. The election is available quarterly through the second anniversary of the Closing Date. The Company incurred $6.4 million and $5.9 million in interest expense during the three months ended June 30, 2026 and 2025, respectively, and $13.2 million and $11.7 million in interest expense during the six months ended June 30, 2026 and 2025, respectively. No principal payments are due on the New Term Loans until the final maturity date on April 30, 2031.
As of June 30, 2026, $271.6 million was outstanding under the Amended Credit Agreement representing the initial principal of $265.0 million for the Tranche E Term Loan, paid in kind interest of $3.9 million accrued into the principal balance, and the $2.7 million exit fee obligation to be paid upon exiting the facility.
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ESTABLISHMENT LABS HOLDINGS INC.
Notes to Condensed Consolidated Financial Statements 
(Unaudited)

The Company recorded the debt arrangements on the condensed consolidated balance sheets as follows:

June 30,
2026December 31,
2025
(in thousands)

Outstanding debt balance, including capitalized PIK interest$271,618 $246,367 

Accrued prepayment premium (Net unamortized issuance costs)(9,916)1,155 
Net carrying value $261,702 $247,522 

As of June 30, 2026, the Company was in compliance with all financial debt covenants.

5.    Net Loss Per Share
The following table summarizes the computation of basic and diluted net loss per share for the periods presented:

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025

(in thousands, except share and per share data)
Numerator:
Net loss$(11,748)$(16,593)$(25,130)$(37,303)
Denominator:
Weighted average common shares used for basic and diluted earnings per share30,121,685 28,913,811 30,037,826 28,882,108 

Net loss per share:
Basic and diluted
$(0.39)$(0.57)$(0.84)$(1.29)

Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares outstanding for the period. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of shares and dilutive share equivalents outstanding for the period, determined using the treasury-share method and the as-if converted method, for convertible securities, if inclusion of these is dilutive. 
If the Company reports a net loss, diluted net loss per share is the same as basic net loss per share for those periods because including the dilutive securities would be anti-dilutive.
The following potentially dilutive securities outstanding at the end of the periods presented have been excluded from the computation of diluted shares:

Six Months Ended June 30,
20262025

Options to purchase common shares1,0