Elutia Inc. (ELUT) CFO reports vesting of 12,500 RSU shares

Rhea-AI Filing Summary

Elutia Inc.'s chief financial officer Matthew Ferguson reported equity awards activity on December 10, 2025. He acquired 12,500 shares of Class A common stock upon vesting of restricted stock units, with 4,461 shares withheld by the company to satisfy tax withholding requirements.

After these transactions, Ferguson directly owned 387,110 shares of Elutia Class A common stock and held 50,000 restricted stock units as derivative securities. The vested units are part of a 150,000-unit restricted stock grant awarded on January 31, 2024 that vests as to 1/6 on June 10, 2024 and as to 1/12 quarterly through December 10, 2026.

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

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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^*

Ferguson Matthew

(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)

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

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		12,500(1)	A	(2)	391,571	D
Class A Common Stock	12/10/2025		F		4,461(3)	D	$0.7	387,110	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			12,500	(4)	(4)	Class A Common Stock	12,500	$0	50,000	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 Matthew Ferguson	12/12/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Elutia (ELUT) report for December 10, 2025?

On December 10, 2025, Elutia's CFO Matthew Ferguson reported the vesting of 12,500 restricted stock units, resulting in the acquisition of the same number of Class A common shares, with 4,461 shares withheld to cover tax obligations.

How many Elutia (ELUT) shares does CFO Matthew Ferguson own after this transaction?

Following the reported transactions, Matthew Ferguson directly owned 387,110 shares of Elutia Class A common stock and held an additional 50,000 restricted stock units as derivative securities.

What are the key terms of Matthew Ferguson's 150,000 restricted stock unit grant at Elutia (ELUT)?

The grant of 150,000 restricted stock units was made on January 31, 2024. Units as to 1/6 vest on June 10, 2024, and units 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.

Why were 4,461 Elutia (ELUT) shares reported as disposed of in the filing?

The 4,461 shares of Elutia Class A common stock reported as disposed of were shares withheld by the issuer to satisfy tax withholding requirements upon the vesting of restricted stock units.

What is Matthew Ferguson's role and reporting status at Elutia (ELUT)?

Matthew Ferguson is reported as an officer of Elutia Inc., serving as Chief Financial Officer, and the form indicates it is filed by one reporting person.

What type of securities are reported as derivative holdings for Elutia (ELUT) CFO Matthew Ferguson?

The derivative securities reported are restricted stock units, each representing a contingent right to receive one share of Elutia's Class A common stock, with 50,000 such units beneficially owned after the December 10, 2025 transaction.