ELUT CEO Adds 14,454 Net Shares via RSU Vesting – Form 4 Filing

Form 4 overview: On 06/21/2025 Elutia Inc. (ELUT) filed a Form 4 detailing equity activity by President & CEO C. Randal Mills, who is also a director.

Rhea-AI Filing Summary

Form 4 overview: On 06/21/2025 Elutia Inc. (ELUT) filed a Form 4 detailing equity activity by President & CEO C. Randal Mills, who is also a director.

Transactions:

• 22,473 Class A shares were acquired through the vesting and settlement of an equal number of restricted stock units (RSUs) (Code “M”).
• 8,019 shares were withheld at $1.81 per share to satisfy tax obligations (Code “F”).

The net increase to the executive’s direct holdings is 14,454 shares.

Post-transaction ownership: Mills now directly owns 321,167 Class A shares. Table II shows 22,473 RSUs still outstanding, indicating additional shares may be delivered in future periods.

Award background: The underlying RSU grant was issued on 06/21/2022 for 89,893 units, vesting in four equal annual tranches beginning 06/21/2023. The current filing represents the second scheduled vesting installment.

No open-market purchases or sales occurred, and the form does not cite a Rule 10b5-1 plan. As such, the disclosure reflects a routine insider vesting event with limited immediate market impact for investors.

Insights

Financial Analyst

TL;DR: Routine RSU vesting; minimal dilution; neutral impact.

The CEO acquired 22,473 shares via scheduled RSU vesting and surrendered 8,019 shares for taxes, adding a net 14,454 shares to his stake. Post-transaction direct ownership of 321,167 shares represents only a fraction of ELUT’s outstanding float, so the supply effect is de minimis. The $1.81 tax-withholding price implies a notional transaction value of roughly $14.5 k, immaterial to market cap or liquidity. Because the activity stems from a 2022 equity award with a clear vesting schedule, it does not signal a change in management’s sentiment toward the stock. I therefore view the filing as informational with neutral valuation implications.

Corporate Governance Expert

TL;DR: Standard equity incentive vest; governance alignment maintained.

The four-year RSU schedule aligns the CEO’s compensation with long-term shareholder value, and today’s vesting conforms to that plan. Withholding shares for taxes is common practice and avoids insider open-market selling. The continued ownership growth to 321,167 shares reinforces management’s equity exposure, a positive from a governance standpoint, but not sufficiently large to change control dynamics. No evidence of opportunistic trading or deviation from policy is present, hence overall governance impact is neutral.

Insider Trade Summary

22,473 shares exercised/converted

Exercise 3 txns

Insider Mills C Randal

Role PRESIDENT AND CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	22,473	$0.00	$0.00
Exercise	Class A Common Stock	22,473	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	8,019	$1.81	$15K

Holdings After Transaction: Restricted Stock Units — 22,473 contracts (Direct); Class A Common Stock — 321,167 shares (Direct)

Footnotes (4)

1. F1. Transaction represents shares of the Issuer's Class A Common Stock received from the vesting of restricted stock units.
2. F2. Each restricted stock unit represents a contingent right to receive one share of Issuer Class A Common Stock.
3. F3. Shares withheld by the Issuer to satisfy tax withholding requirements on vesting of restricted stock units.
4. F4. On June 21, 2022, the Reporting Person was granted 89,893 restricted stock units, vesting in four substantially equal annual installments beginning in June 21, 2023.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many Elutia (ELUT) shares did CEO C. Randal Mills acquire on 06/21/2025?

22,473 shares were acquired through RSU vesting, with 8,019 withheld for taxes, resulting in a net 14,454-share increase.

What price was used for the tax-withholding shares in the Form 4?

The 8,019 shares withheld to cover taxes were valued at $1.81 per share.

What is the CEO’s total direct ownership after the reported transactions?

Following the vesting, Mills directly owns 321,167 Class A shares of Elutia.

What are the key terms of the RSU grant mentioned in the filing?

The grant was for 89,893 RSUs issued on 06/21/2022, vesting in four equal annual tranches beginning 06/21/2023.

Does the Form 4 indicate use of a Rule 10b5-1 trading plan?

The filing includes the 10b5-1 checkbox but does not mark it as selected, so no plan is disclosed.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/24/2025 - 05:00 PM EDT Learn about SEC filing dates

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)
06/21/2024

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	06/21/2025		M		22,473(1)	A	(2)	329,186	D
Class A Common Stock	06/21/2025		F		8,019(3)	D	$1.81	321,167	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)	06/21/2025		M			22,473	(4)	(4)	Class A Common Stock	22,473	$0	22,473	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 Issuer Class A Common Stock.

3. Shares withheld by the Issuer to satisfy tax withholding requirements on vesting of restricted stock units.

4. On June 21, 2022, the Reporting Person was granted 89,893 restricted stock units, vesting in four substantially equal annual installments beginning in June 21, 2023.

	/s/ Jeffrey Hamet, Attorney-in-Fact for C. Randal Mills	06/24/2025
	** 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.
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