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ELUT Form 4: CFO Matthew Ferguson Vesting and Tax Withholding Detail

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Matthew Ferguson, Chief Financial Officer of Elutia Inc. (ELUT), reported insider transactions dated 09/10/2025. On that date he received 29,000 shares of Class A Common Stock upon vesting of restricted stock units, which increased his beneficial ownership to 379,417 shares. The filing also shows 10,348 shares were withheld to satisfy tax withholding at a reported price of $1.36, reducing the reported holding to 369,069 shares. The filing discloses the original RSU grants made on January 31, 2024 (150,000 and 50,000 RSUs) and the vesting schedules for those grants. The form is signed by Mr. Ferguson on 09/11/2025.

Positive

  • 29,000 shares received from RSU vesting, increasing direct beneficial ownership to 379,417 shares
  • Filing discloses original RSU grants and detailed vesting schedules from January 31, 2024, providing transparency

Negative

  • 10,348 shares were withheld to satisfy tax withholding, reducing reported holdings to 369,069

Insights

TL;DR: Routine executive compensation vesting; modest insider share increase, minimal immediate market impact.

The filing documents standard vesting of restricted stock units rather than an open-market purchase or sale. Receipt of 29,000 Class A shares increases the CFO's direct stake to 379,417 shares before tax withholding. A withholding of 10,348 shares at $1.36 was executed to cover taxes, netting 369,069 shares. These transactions reflect compensation realization and do not indicate a discretionary buy or sell decision by the officer.

TL;DR: Compensation-related vesting disclosed properly; filing shows transparency on grant schedules and withholding.

The Form 4 clearly links the transferred shares to previously granted RSUs and includes the grant dates and vesting schedule from January 31, 2024. The reporting meets Section 16 disclosure requirements by showing shares received on vesting and shares withheld for taxes. No unexplained transfers or deviations from the stated vesting schedule are present in the filing.

Insider Ferguson Matthew
Role CHIEF FINANCIAL OFFICER
Type Security Shares Price Value
Exercise Restricted Stock Units 12,500 $0.00 --
Exercise Restricted Stock Units 16,500 $0.00 --
Exercise Class A Common Stock 29,000 $0.00 --
Tax Withholding Class A Common Stock 10,348 $1.36 $14K
Holdings After Transaction: Restricted Stock Units — 62,500 shares (Direct); Class A Common Stock — 379,417 shares (Direct)
Footnotes (1)
  1. Transaction represents shares of the Issuer's Class A Common Stock received from the vesting of restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock. Shares withheld by the Issuer to satisfy tax withholding requirements on vesting of restricted stock units. 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. On January 31, 2024, the Reporting Person was granted 50,000 restricted stock units. Restricted stock units vest as to 34% on September 24, 2024, 33% on March 10, 2025 and 33% on September 10, 2025.
Form 4 Insider Transactions: What Each Field Means →
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
Estimated average burden
hours per response: 0.5
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)
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 29,000(1) A (2) 379,417 D
Class A Common Stock 09/10/2025 F 10,348(3) D $1.36 369,069 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
Restricted Stock Units (2) 09/10/2025 M 16,500 (5) (5) Class A Common Stock 16,500 $0 0 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.
5. On January 31, 2024, the Reporting Person was granted 50,000 restricted stock units. Restricted stock units vest as to 34% on September 24, 2024, 33% on March 10, 2025 and 33% on September 10, 2025.
/s/ Matthew Ferguson 09/11/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Matthew Ferguson report on Form 4 for ELUT?

The filing reports receipt of 29,000 Class A shares from RSU vesting on 09/10/2025 and withholding of 10,348 shares for taxes.

How many shares does the CFO beneficially own after the reported transactions (ELUT)?

The filing shows beneficial ownership of 379,417 shares following the vesting transaction and 369,069 shares after tax withholding.

Were the reported shares from a grant or an open-market transaction?

The shares were received from the vesting of restricted stock units (RSUs) granted on January 31, 2024, per the filing.

What vesting schedule is disclosed for the January 31, 2024 RSU grants?

The filing shows one grant of 150,000 RSUs with staged quarterly vesting and one grant of 50,000 RSUs vesting in 34%, 33%, and 33% on specified dates through September 10, 2025.

When was the Form 4 signed by the reporting person?

The Form 4 is signed by Matthew Ferguson on 09/11/2025.