Elutia (ELUT) CEO RSUs vest; shares withheld to cover taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

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 436,489 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

Mixed 3 txns

Insider Mills C Randal

Role PRESIDENT AND CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	27,083	$0.00	--
Exercise	Class A Common Stock	27,083	$0.00	--
Tax Withholding	Class A Common Stock	9,718	$1.04	$10K

Holdings After Transaction: Restricted Stock Units — 216,666 shares (Direct, null); Class A Common Stock — 436,489 shares (Direct, null)

Footnotes (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 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. 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"

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Form 4 Insider Transactions: What Each Field Means →

06/12/2026 - 05:00 PM

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^*

Mills C Randal

(Last)

(First)

(Middle)

C/O ELUTIA INC.

20 FIRSTFIELD ROAD

(Street)

GAITHERSBURG

MARYLAND

20878

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	PRESIDENT AND CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/10/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/10/2026		M		27,083⁽¹⁾	A	⁽²⁾	436,489	D
Class A Common Stock	06/10/2026		F		9,718⁽³⁾	D	$1.04	426,771	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	06/10/2026		M			27,083	⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Class A Common Stock	27,083	$0	216,666	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 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.

5. 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.

	/s/ Jeffrey Hamet, Attorney-in-Fact for C. Randal Mills	06/12/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

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.

How many ELUTIA (ELUT) shares did the CEO acquire through RSU vesting?

He acquired 27,083 shares of Class A Common Stock through the vesting and conversion of an equal number of restricted stock units. Each RSU represents a contingent right to receive one share, so the vesting directly increased his share ownership position.

Why were 9,718 ELUTIA (ELUT) shares disposed of in this Form 4?

The 9,718 shares were withheld by Elutia to satisfy tax withholding requirements triggered by the RSU vesting. This is categorized as a tax-withholding disposition, not an open-market sale, and is a common mechanism for covering associated tax liabilities.

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.