Elutia (NASDAQ: ELUT) CFO gains shares from RSU vesting with tax withholding

Rhea-AI Filing Summary

Elutia Inc.’s chief financial officer Matthew Ferguson reported routine equity compensation activity. On March 10, 2026, 12,500 restricted stock units vested and were exercised into 12,500 shares of Class A Common Stock. To cover tax obligations on this vesting, 5,123 shares were withheld by the company at a price of $1.09 per share, leaving a net increase of 7,377 shares. After these transactions, Ferguson directly owns 472,067 shares of Class A Common Stock. The vested RSUs are part of a 150,000-unit grant awarded on January 31, 2024, which vests in scheduled installments through December 10, 2026.

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^*

Ferguson Matthew

(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 FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

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	03/10/2026		M		12,500(1)	A	(2)	477,190(3)	D
Class A Common Stock	03/10/2026		F		5,123(4)	D	$1.09	472,067(3)	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)	03/10/2026		M			12,500	(5)	(5)	Class A Common Stock	12,500	$0	37,500	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. Includes 17,580 shares of Class A Common Stock acquired under the Company's 2020 Employee Stock Purchase Plan.

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

5. 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/ Jeffrey Hamet, Attorney-in-Fact for Matthew Ferguson	03/12/2026
	** 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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FAQ

What insider transaction did Elutia (ELUT) disclose for CFO Matthew Ferguson?

Elutia’s CFO reported RSU vesting and related tax withholding. On March 10, 2026, 12,500 restricted stock units converted into common shares, and 5,123 shares were withheld to satisfy tax obligations, reflecting routine equity compensation rather than an open-market trade.

How many Elutia (ELUT) shares did the CFO receive from RSU vesting?

Matthew Ferguson had 12,500 RSUs vest into 12,500 shares. These restricted stock units each converted into one share of Class A Common Stock, representing scheduled vesting from a previously granted equity award under his compensation package.

How many Elutia (ELUT) shares were withheld for the CFO’s taxes?

Elutia withheld 5,123 shares to cover tax obligations. Those Class A Common Stock shares were retained by the company at a price of $1.09 per share, satisfying tax withholding tied to the RSU vesting event rather than an open-market sale.

What are Matthew Ferguson’s Elutia (ELUT) holdings after this Form 4?

After the transactions, the CFO holds 472,067 shares. This figure reflects his direct ownership of Elutia Class A Common Stock following the RSU vesting and the share withholding to cover taxes reported in the March 10, 2026 transactions.

What is the vesting schedule of the CFO’s 150,000 Elutia (ELUT) RSUs?

The 150,000 RSUs vest in installments through December 10, 2026. One-sixth vested on June 10, 2024, and one-twelfth vests quarterly on specified dates from September 10, 2024 through December 10, 2026, providing ongoing equity-based compensation.

Did the Elutia (ELUT) CFO make an open-market stock purchase or sale?

No open-market trade is reported in this Form 4. The filing shows RSU vesting and a tax withholding disposition, where shares were retained by the issuer to satisfy taxes, rather than a voluntary market buy or sell transaction.