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Elutia (ELUT) CEO discloses 27,083 RSUs vested and 9,664 shares withheld

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

Rhea-AI Filing Summary

Elutia Inc. President, CEO and director C. Randal Mills reported the vesting of 27,083 restricted stock units into shares of the company’s Class A common stock on December 10, 2025. After this transaction, he directly owned 376,204 Class A shares and 270,833 restricted stock units.

Of the shares delivered at vesting, 9,664 shares were withheld by Elutia to satisfy tax withholding requirements, with the remaining shares retained by Mills. The filing notes that these units are part of a 487,500‑unit restricted stock grant awarded on January 31, 2024, which vests over time and upon the stock reaching price targets of $6.00, $10.00, $14.00 and $18.00 for twenty consecutive trading days, subject to his continued employment and the company’s trading‑window restrictions.

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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 $0.70 $7K
Holdings After Transaction: Restricted Stock Units — 270,833 shares (Direct); Class A Common Stock — 385,868 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 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.
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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*
Mills C Randal
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
PRESIDENT AND CEO
3. Date of Earliest Transaction (Month/Day/Year)
12/10/2025
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 12/10/2025 M 27,083(1) A (2) 385,868 D
Class A Common Stock 12/10/2025 F 9,664(3) D $0.7 376,204 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) 12/10/2025 M 27,083 (4)(5) (4)(5) Class A Common Stock 27,083 $0 270,833 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 12/12/2025
** 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 transaction did Elutia (ELUT) report for December 10, 2025?

Elutia reported that CEO and director C. Randal Mills had 27,083 restricted stock units vest into shares of Class A common stock on December 10, 2025. As part of this event, some of the resulting shares were withheld to cover taxes.

How many Elutia Class A shares does CEO C. Randal Mills own after this transaction?

Following the December 10, 2025 transaction, C. Randal Mills directly owned 376,204 shares of Elutia’s Class A common stock, as reported in the filing.

How many restricted stock units does the Elutia CEO still hold after the reported vesting?

After the vesting on December 10, 2025, C. Randal Mills beneficially owned 270,833 restricted stock units, each representing a contingent right to receive one share of Class A common stock.

How were taxes handled on the RSU vesting for Elutias CEO?

The filing states that 9,664 shares of Elutia Class A common stock were withheld by the issuer to satisfy tax withholding requirements arising from the vesting of restricted stock units.

What are the terms of C. Randal Mills 487,500 restricted stock unit grant at Elutia?

On January 31, 2024, C. Randal Mills received a grant of 487,500 restricted stock units. Units tied to 162,500 shares vest in four equal installments when Elutias share price reaches $6.00, $10.00, $14.00 and $18.00 for twenty consecutive trading days, subject to his continued employment and open trading windows.

How does the time-based vesting portion of the Elutia CEOs RSUs work?

The filing explains that restricted stock units relating to 325,000 shares vest over time: 1/6 on June 10, 2024, and then 1/12 quarterly on dates from September 10, 2024 through December 10, 2026, subject to his continuous employment.

What positions does C. Randal Mills hold at Elutia Inc.?

C. Randal Mills is reported as both a director and an officer of Elutia Inc., serving as the companys President and CEO.