Elutia (ELUT) CEO receives stock from RSU vesting while shares withheld for taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Elutia Inc. President and CEO C. Randal Mills reported compensation-related stock activity. On 2026-03-10, restricted stock units vested, resulting in the acquisition of 27,084 shares of Class A Common Stock, with each unit representing one share. The issuer withheld 11,100 shares at $1.09 per share to cover tax obligations associated with the vesting. Following these transactions, Mills directly holds 409,406 shares of Class A Common Stock, indicating a routine equity award vesting and related tax withholding rather than an open-market trade.

Insider Trade Summary

27,084 shares exercised/converted

Mixed 3 txns

Insider Mills C Randal

Role PRESIDENT AND CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	27,084	$0.00	--
Exercise	Class A Common Stock	27,084	$0.00	--
Tax Withholding	Class A Common Stock	11,100	$1.09	$12K

Holdings After Transaction: Restricted Stock Units — 243,749 shares (Direct); Class A Common Stock — 420,506 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. Includes 14,218 shares of Class A Common Stock acquired under the Company's 2020 Employee Stock Purchase Plan. 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.

Form 4 Insider Transactions: What Each Field Means →

03/12/2026 - 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

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)
03/10/2026

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	03/10/2026		M		27,084⁽¹⁾	A	⁽²⁾	420,506⁽³⁾	D
Class A Common Stock	03/10/2026		F		11,100⁽⁴⁾	D	$1.09	409,406⁽³⁾	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⁾	03/10/2026		M			27,084	⁽⁵⁾⁽⁶⁾	⁽⁵⁾⁽⁶⁾	Class A Common Stock	27,084	$0	243,749	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. Includes 14,218 shares of Class A Common Stock acquired under the Company's 2020 Employee Stock Purchase Plan.

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

5. 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.

6. 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	03/12/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Elutia (ELUT) report for its CEO?

Elutia’s President and CEO C. Randal Mills reported vesting of restricted stock units that delivered 27,084 shares of Class A Common Stock. These shares came from equity compensation rather than an open-market purchase or sale, reflecting routine executive stock-based pay.

How many Elutia (ELUT) shares does the CEO hold after this Form 4?

After the reported transactions, C. Randal Mills directly holds 409,406 shares of Elutia Class A Common Stock. This figure includes shares received from vested restricted stock units and reflects his updated direct ownership position following the tax withholding share disposition.

Were any Elutia (ELUT) shares sold on the market in this Form 4?

No open-market sale was reported. Instead, 11,100 shares of Class A Common Stock were withheld by Elutia to satisfy tax withholding requirements upon vesting of restricted stock units, which is a non-market disposition commonly used to cover associated tax liabilities.

What do the restricted stock unit (RSU) footnotes say for Elutia (ELUT)?

Footnotes state each restricted stock unit equals one share of Class A Common Stock and that 487,500 RSUs were granted on January 31, 2024. Portions vest based on stock price targets and scheduled quarterly vesting dates, subject to continued employment and trading window timing.

How many Elutia (ELUT) shares were used to cover taxes on the CEO’s RSU vesting?

Elutia withheld 11,100 shares of Class A Common Stock at a value of $1.09 per share to satisfy tax withholding on vested restricted stock units. This method pays required taxes using shares instead of a separate cash payment by the executive.

Does the Elutia (ELUT) Form 4 involve remaining stock option or RSU positions?

The derivative summary shows no remaining derivative positions in this filing, while footnotes describe a broader RSU grant of 487,500 units with future vesting conditions. That indicates additional unvested RSUs may remain subject to performance and time-based vesting milestones.