Elutia (ELUT) Insider Report: 12,500 RSUs Vest for Chief Scientific Officer

Rhea-AI Filing Summary

Elutia Inc. (ELUT) Chief Scientific Officer Michelle LeRoux Williams reported the vesting of restricted stock units on 09/10/2025 that resulted in the acquisition of 12,500 shares of Class A common stock. The filing shows 3,950 shares were withheld to satisfy tax withholding, leaving the reporting person with 97,335 shares beneficially owned after the transaction. The underlying RSU grant of 150,000 was originally made on January 31, 2024, with a defined multi-quarter vesting schedule through December 10, 2026.

Positive

• 12,500 shares vested from restricted stock units on 09/10/2025, increasing the reporting person's beneficial ownership
• Timely disclosure of the vesting and tax-withholding transaction consistent with Section 16 reporting requirements

Negative

• 3,950 shares withheld to satisfy tax obligations, reducing the net shares received
• No evidence in this filing of additional purchases that would further increase insider ownership beyond scheduled vesting

Insights

Financial Analyst

TL;DR: Routine RSU vesting increased insider ownership by 12,500 shares; modest net gain after tax withholding.

The reported transactions are non-derivative and arise from the scheduled vesting of previously granted restricted stock units. The officer received 12,500 shares on 09/10/2025 and had 3,950 shares withheld for taxes, resulting in 97,335 shares owned post-transaction. This is a standard compensation event that modestly increases insider alignment with shareholders but is not a market-moving issuance by itself.

Corporate Governance Expert

TL;DR: Governance appears standard: time-based RSU award vesting with tax withholding, disclosed per Section 16 rules.

The Form 4 disclosure is complete for the reported vesting date and tax withholding, and it ties back to a 150,000 RSU grant on January 31, 2024 with scheduled vesting through December 2026. This follows typical executive equity compensation and timely Section 16 reporting, supporting transparency on insider ownership changes.

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).

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^*

Williams Michelle LeRoux

(Last) (First) (Middle)

C/O ELUTIA INC.

20 FIRSTFIELD ROAD

(Street)

GAITHERSBURG MD 20878

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ELUTIA INC. [ ELUT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF SCIENTIFIC OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2025

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
Class A Common Stock	09/10/2025		M		12,500(1)	A	(2)	97,335	D
Class A Common Stock	09/10/2025		F		3,950(3)	D	$1.36	93,385	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
Restricted Stock Units	(2)	09/10/2025		M			12,500	(4)	(4)	Class A Common Stock	12,500	$0	62,500	D

Explanation of Responses:

1. Transaction represents shares of the Issuer's Class A Common Stock received from the vesting of restricted stock units.

2. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock.

3. Shares withheld by the Issuer to satisfy tax withholding requirements on vesting of restricted stock units.

4. On January 31, 2024, the Reporting Person was granted 150,000 restricted stock units. Restricted stock units as to 1/6 vest on June 10, 2024, and as to 1/12 vest quarterly on each of the following dates: September 10, 2024, December 10, 2024, March 10, 2025, June 10, 2025, September 10, 2025, December 10, 2025, March 10, 2026, June 10, 2026, September 10, 2026 and December 10, 2026.

	/s/Matthew Ferguson, Attorney-in-Fact for Michelle LeRoux Williams	09/11/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What transaction did ELUT insider Michelle LeRoux Williams report on Form 4?

The Form 4 reports the vesting of 12,500 restricted stock units on 09/10/2025, resulting in acquisition of 12,500 Class A shares.

How many shares did Michelle LeRoux Williams own after the reported transaction?

Following the transaction, the reporting person beneficially owned 97,335 shares of Class A common stock.

Were any shares withheld for taxes in the Form 4 filing for ELUT?

Yes, 3,950 shares were withheld by the issuer to satisfy tax withholding requirements on the vested RSUs.

What grant do the vested shares relate to?

The vested RSUs are part of a 150,000 restricted stock unit grant awarded on January 31, 2024 with a multi-quarter vesting schedule through December 10, 2026.

Does this Form 4 indicate any option exercises or derivative transactions?

No. The filing shows only non-derivative shares from RSU vesting and shares withheld for taxes; there are no option exercises reported.