Elutia (ELUT) Form 4: CEO RSU Vesting and Ownership Update

Q: Who filed the Form 4 for ELUT and what is his role?

The Form 4 was filed for C. Randal Mills , who is reported as the President, CEO and a director of Elutia Inc. (ELUT).

Q: How many RSUs vested on 09/10/2025 for ELUT insider C. Randal Mills?

27,083 restricted stock units vested on 09/10/2025 and converted into Class A common stock.

Q: How many shares were withheld for taxes and at what withholding price?

The issuer withheld 9,664 shares to satisfy tax withholding requirements at a reported price of $1.36 per share.

Q: What was the original RSU grant and how many RSUs remain outstanding?

On January 31, 2024 the reporting person was granted 487,500 RSUs ; the filing shows 297,916 RSUs as derivative securities still outstanding after this vesting event.

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

C. Randal Mills, who serves as President, Chief Executive Officer and a director of Elutia Inc. (ELUT), reported the vesting of 27,083 restricted stock units (RSUs) on 09/10/2025. Those vested RSUs converted into Class A common stock and are reported as an acquisition. The issuer withheld 9,664 shares to satisfy tax withholding at an indicated withholding price of $1.36 per share.

Following these transactions the filing shows the reporting person beneficially owning 338,586 shares of Class A common stock. The filing also discloses that on January 31, 2024 the reporting person was granted 487,500 RSUs, of which 297,916 RSUs are shown as derivative securities still outstanding and subject to the vesting schedule described in the filing.

Positive

Vesting disclosed: 27,083 RSUs vested into Class A common stock on 09/10/2025
Tax withholding reported: 9,664 shares withheld to satisfy tax obligations at $1.36 per share
Post-transaction ownership: Reporting person beneficially owns 338,586 Class A shares
Grant and vesting detail provided: Original grant of 487,500 RSUs with clear performance and time-based vesting schedule; 297,916 RSUs remain outstanding

Negative

None.

Insights

TL;DR Routine executive equity vesting increased the CEO's direct stake; tax withholding reduced delivered shares.

The Form 4 documents a standard vesting event: 27,083 RSUs vested and converted into Class A shares, with 9,664 shares withheld to meet tax obligations at a reported withholding price of $1.36. Post-transaction direct beneficial ownership is reported as 338,586 Class A shares. The filing also confirms an original grant of 487,500 RSUs on January 31, 2024, with 297,916 RSUs remaining subject to the stated performance and time-based vesting schedule. This is a routine disclosure that updates ownership levels and vesting progress without presenting new operational or financial results.

TL;DR Disclosure is complete for the reported vesting and withholding; vesting schedule and conditions are specified.

The submission clearly states the reporting person’s roles (President, CEO, Director) and provides detailed explanations: the number of RSUs granted, the performance and time-based vesting components, and the mechanics of tax withholding. The filing identifies vesting triggers including per-share price hurdles and scheduled dates. From a governance and disclosure perspective, the form meets Section 16 reporting requirements by specifying the transaction codes, amounts acquired and withheld, and the remaining RSUs outstanding.

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	9,664	$1.36	$13K

Holdings After Transaction: Restricted Stock Units — 297,916 shares (Direct); Class A Common Stock — 348,250 shares (Direct)

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 shtock 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 window. Restricted stock units as to 325,000 shares vest as follows: 1/6 vest on June 10, 2024, and as to 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.

Form 4 Insider Transactions: What Each Field Means →

09/11/2025 - 09:47 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

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)

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

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)
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	09/10/2025		M		27,083⁽¹⁾	A	⁽²⁾	348,250	D
Class A Common Stock	09/10/2025		F		9,664⁽³⁾	D	$1.36	338,586	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⁾	09/10/2025		M			27,083	⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Class A Common Stock	27,083	$0	297,916	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 shtock 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 window.

5. Restricted stock units as to 325,000 shares vest as follows: 1/6 vest on June 10, 2024, and as to 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/Matthew Ferguson, Attorney-in-Fact for C. Randal Mills	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

Who filed the Form 4 for ELUT and what is his role?

The Form 4 was filed for C. Randal Mills, who is reported as the President, CEO and a director of Elutia Inc. (ELUT).

How many RSUs vested on 09/10/2025 for ELUT insider C. Randal Mills?

27,083 restricted stock units vested on 09/10/2025 and converted into Class A common stock.

How many shares were withheld for taxes and at what withholding price?

The issuer withheld 9,664 shares to satisfy tax withholding requirements at a reported price of $1.36 per share.

What is the reporting person's beneficial ownership after the reported transactions?

Following the reported transactions the filing shows the reporting person beneficially owns 338,586 Class A shares.

What was the original RSU grant and how many RSUs remain outstanding?

On January 31, 2024 the reporting person was granted 487,500 RSUs; the filing shows 297,916 RSUs as derivative securities still outstanding after this vesting event.

What vesting conditions are disclosed for the RSU grant?

162,500 RSUs vest upon achieving per-share price thresholds ($6, $10, $14, $18) based on twenty consecutive trading days; 325,000 RSUs vest on a time schedule beginning June 10, 2024 and continuing quarterly through December 10, 2026 as described in the filing.