Elutia CEO receives shares from RSU vesting
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Form Type
4
Rhea-AI Filing Summary
ELUTIA INC. President and CEO C. Randal Mills reported routine equity compensation activity tied to restricted stock units (RSUs). On June 10, 2026, 27,083 RSUs converted into an equal number of Class A common shares, reflecting a scheduled vesting.
To satisfy tax withholding on this vesting, the issuer withheld 9,718 Class A shares at an indicated value of $1.04 per share, a disposition categorized as payment of tax liability rather than an open-market sale. Following these transactions, Mills directly holds 426,771 Class A shares and 216,666 RSUs.
Footnotes explain that these RSUs were part of a 487,500-unit grant made on January 31, 2024. RSUs covering 162,500 shares vest only if the stock trades at or above $6.00, $10.00, $14.00 and $18.00 for twenty consecutive trading days, while 325,000 time-based RSUs vest on a specified schedule through December 10, 2026, subject to Mills’ continued employment.
Insider Trade Summary
27,083 shares exercised/converted
Exercise
3 txns
Insider
Mills C Randal
Role
PRESIDENT AND CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 27,083 | $0.00 | $0.00 |
| Exercise | Class A Common Stock | 27,083 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Class A Common Stock | 9,718 | $1.04 | $10K |
Holdings After Transaction:
Restricted Stock Units — 216,666 contracts (Direct);
Class A Common Stock — 426,771 shares (Direct)
Footnotes (5)
- F1. Transaction represents shares of the Issuer's Class A Common Stock received from the vesting of restricted stock units.
- F2. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock.
- F3. Shares withheld by the Issuer to satisfy tax withholding requirements on vesting of restricted stock units.
- F4. On January 31, 2024, the Reporting Person was granted 487,500 restricted stock units. Restricted stock units as to 162,500 shares vest in four equal installments upon the Issuer's achievement of a per share price equal to or greater than $6.00, $10.00, $14.00 and $18.00 in each case determined based on twenty consecutive days of trading at or above the applicable threshold subject to the Reporting Person's continuous employment with the Issuer through the vesting date; provided, however, if the vesting date for any restricted stock units that vest on stock performance is not during one of the Company's open trading windows, the vesting shall be delayed until the first business day of the next open trading window.
- F5. Restricted stock units as to 325,000 shares vest as follows: 1/6 on June 10, 2024, and 1/12 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.
Key Figures
RSUs vested and converted: 27,083 shares
Shares withheld for taxes: 9,718 shares at $1.04/share
Direct shares after transactions: 436,489 shares
+4 more
7 metrics
RSUs vested and converted
27,083 shares
Restricted Stock Units converted to Class A Common Stock on June 10, 2026
Shares withheld for taxes
9,718 shares at $1.04/share
Withheld to satisfy tax withholding requirements on RSU vesting
Direct shares after transactions
436,489 shares
Class A Common Stock directly owned following June 10, 2026 activity
Outstanding RSUs after transactions
216,666 units
Restricted stock units remaining after June 10, 2026 conversions
Total RSU grant
487,500 units
Grant made on January 31, 2024 to C. Randal Mills
Performance-based RSUs
162,500 units
Vest at $6, $10, $14 and $18 stock price thresholds
Time-based RSUs
325,000 units
Vest from June 10, 2024 through December 10, 2026 on set dates
Key Terms
Restricted Stock Units, tax withholding requirements, derivative security, per share price, +1 more
5 terms
Restricted Stock Units financial
"Transaction represents shares of the Issuer's Class A Common Stock received from the vesting of restricted stock units."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
tax withholding requirements financial
"Shares withheld by the Issuer to satisfy tax withholding requirements on vesting of restricted stock units."
derivative security financial
"transaction_code_description: Exercise or conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
continuous employment financial
"subject to the Reporting Person's continuous employment with the Issuer through the vesting date"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did ELUTIA (ELUT) CEO C. Randal Mills report in this Form 4?
He reported routine equity compensation activity. 27,083 restricted stock units vested into Class A common shares, and some of those shares were withheld by the company to cover associated tax obligations, updating his direct share and RSU holdings.
What are C. Randal Mills’ holdings after these ELUTIA (ELUT) transactions?
After the reported transactions, he holds 436,489 shares of Elutia Class A Common Stock directly. He also has 216,666 restricted stock units outstanding, which may convert into additional shares if time-based and performance conditions are satisfied.
What are the key vesting conditions for the ELUTIA (ELUT) CEO’s RSU grant?
The January 31, 2024 grant covers 487,500 RSUs. 162,500 vest upon sustained stock price thresholds of $6, $10, $14 and $18, each for twenty consecutive trading days. The remaining 325,000 vest on a scheduled timeline through December 10, 2026, contingent on continued employment.
Does this ELUTIA (ELUT) Form 4 show open-market buying or selling by the CEO?
No, the filing reflects RSU vesting and tax withholding, not open-market trades. The acquisition results from RSUs converting into shares, while the disposition represents shares withheld by the issuer to cover tax liabilities, a standard administrative process.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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