ELUTIA (ELUT) CSO reports RSU vesting and tax withholding share disposition

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

ELUTIA INC. Chief Scientific Officer Michelle LeRoux Williams reported routine equity compensation activity. On June 10, 2026, 12,500 restricted stock units vested into Class A Common Stock, and 4,269 shares were withheld at $1.04 per share to cover tax obligations. Following these transactions, she directly holds 122,321 Class A shares and 25,000 restricted stock units, from an original grant of 150,000 units awarded on January 31, 2024 with a scheduled vesting through December 10, 2026.

Insider Trade Summary

12,500 shares exercised/converted

Mixed 3 txns

Insider Williams Michelle LeRoux

Role CHIEF SCIENTIFIC OFFICER

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	12,500	$0.00	--
Exercise	Class A Common Stock	12,500	$0.00	--
Tax Withholding	Class A Common Stock	4,269	$1.04	$4K

Holdings After Transaction: Restricted Stock Units — 25,000 shares (Direct, null); Class A Common Stock — 122,321 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 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.

Key Figures

RSUs vested: 12,500 shares Tax withholding shares: 4,269 shares at $1.04 Shares held after transaction: 122,321 shares +2 more

5 metrics

RSUs vested 12,500 shares Restricted stock units converting to Class A Common Stock on June 10, 2026

Tax withholding shares 4,269 shares at $1.04 Shares withheld by issuer to satisfy tax obligations on RSU vesting

Shares held after transaction 122,321 shares Direct Class A Common Stock holdings following June 10, 2026 transactions

RSUs remaining 25,000 units Restricted stock units reported outstanding after the June 10, 2026 vesting

Original RSU grant 150,000 units Restricted stock units granted on January 31, 2024 with scheduled vesting through December 10, 2026

Key Terms

Restricted Stock Units, tax withholding requirements, derivative security, contingent right

4 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

"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.

contingent right financial

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

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^*

Williams Michelle LeRoux

(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)

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

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		12,500⁽¹⁾	A	⁽²⁾	122,321	D
Class A Common Stock	06/10/2026		F		4,269⁽³⁾	D	$1.04	118,052	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			12,500	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	12,500	$0	25,000	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/ Jeffrey Hamet, Attorney-in-Fact for Michelle LeRoux Williams	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 insider transaction did ELUTIA (ELUT) report for Michelle LeRoux Williams?

ELUTIA reported that Chief Scientific Officer Michelle LeRoux Williams had 12,500 restricted stock units vest into Class A Common Stock. As part of this vesting, 4,269 shares were withheld by the company to satisfy tax obligations associated with the award.

How many ELUTIA (ELUT) shares does Michelle LeRoux Williams hold after this Form 4?

After the reported transactions, Michelle LeRoux Williams directly holds 122,321 shares of ELUTIA Class A Common Stock. She also holds 25,000 restricted stock units that remain outstanding under her January 31, 2024 equity grant and scheduled vesting plan.

Was the ELUTIA (ELUT) insider transaction an open-market sale?

No, the filing shows a tax-related share withholding, not an open-market sale. 4,269 shares were withheld by ELUTIA at $1.04 per share to cover tax liabilities arising from the vesting of restricted stock units granted as compensation.

What is the size and vesting schedule of Michelle LeRoux Williams’ ELUTIA RSU grant?

On January 31, 2024, Michelle LeRoux Williams received 150,000 restricted stock units from ELUTIA. One-sixth vested on June 10, 2024, with one-twelfth vesting on quarterly dates through December 10, 2026, leaving 25,000 units reported as remaining after the June 10, 2026 vesting.

How many ELUTIA (ELUT) shares were involved in tax withholding for this insider transaction?

The filing shows that 4,269 Class A Common Stock shares were withheld by ELUTIA to satisfy tax withholding requirements. These shares relate to the vesting of 12,500 restricted stock units on June 10, 2026, and are recorded at $1.04 per share.

What derivative security did Michelle LeRoux Williams exercise in the ELUTIA Form 4?

She converted 12,500 restricted stock units, a derivative security, into an equal number of ELUTIA Class A Common Stock shares at a stated conversion price of $0.00. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.