Elutia CEO equity award vests with tax withholding

Rhea-AI Filing Summary

ELUTIA INC. President and CEO C. Randal Mills reported compensation-related equity activity involving restricted stock units that vested into Class A Common Stock. On this vesting, 22,473 shares were issued upon conversion of restricted stock units, and 8,064 of those shares were withheld by the company to cover tax obligations. These transactions were recorded as an option-style exercise and a tax-withholding disposition rather than open-market buying or selling. After the transactions, Mills directly held 441,180 shares of Class A Common Stock, indicating he retained most of the newly vested shares as ongoing equity exposure.

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	8,064	$1.06	$9K

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Class A Common Stock — 441,180 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.

Key Figures

RSUs vested into shares: 22,473 shares Shares withheld for taxes: 8,064 shares Post-transaction holdings: 441,180 shares +2 more

5 metrics

RSUs vested into shares 22,473 shares Restricted stock units converting into Class A Common Stock on June 21, 2026

Shares withheld for taxes 8,064 shares Withheld by issuer to satisfy tax obligations on RSU vesting

Post-transaction holdings 441,180 shares CEO’s direct Class A Common Stock holdings after transactions

Exercise price per share (tax value reference) $1.06 per share Value used for 8,064-share tax-withholding disposition

Tax-withholding transaction shares 8,064 shares Code F disposition to pay tax liability via delivered securities

Key Terms

Restricted Stock Units, Exercise or conversion of derivative security, Payment of exercise price or tax liability by delivering securities, tax withholding requirements

4 terms

Restricted Stock Units financial

"Transaction represents shares of the Issuer's Class A Common Stock received from the vesting of restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Exercise or conversion of derivative security financial

"Transaction code "M" is described as Exercise or conversion of derivative security."

Payment of exercise price or tax liability by delivering securities financial

"Transaction code "F" is described as Payment of exercise price or tax liability by delivering securities."

tax withholding requirements financial

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

FAQ

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

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

Elutia’s CEO C. Randal Mills reported vesting of restricted stock units into 22,473 Class A Common shares. As part of this event, the company withheld 8,064 shares to satisfy tax obligations, with the remainder added to his direct equity holdings.

Did the ELUT CEO sell shares in the latest Form 4 filing?

The Form 4 shows no open-market sale by Elutia’s CEO. Instead, 8,064 shares were withheld by the company to cover tax obligations on vested restricted stock units, a standard non-market transaction tied to equity compensation rather than discretionary selling.

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

Following the restricted stock unit vesting and related tax withholding, CEO C. Randal Mills directly holds 441,180 shares of Elutia Class A Common Stock. This figure reflects his post-transaction ownership as reported, showing he retained most of the shares from the vesting event.

What is the significance of the restricted stock unit vesting for ELUT’s CEO?

The vesting converted 22,473 restricted stock units into Class A Common shares for Elutia’s CEO, reflecting ongoing equity-based compensation. The company withheld 8,064 shares for taxes, while the remainder increased his direct stake, aligning his incentives with long-term shareholder value.

How were taxes handled on the ELUT CEO’s restricted stock unit vesting?

To satisfy tax withholding requirements on the vesting of restricted stock units, Elutia withheld 8,064 Class A Common shares from CEO C. Randal Mills. This method is common for equity awards, allowing tax obligations to be met without a separate cash payment by the executive.

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

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Accepted by SEC EDGAR 06/22/2026 - 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 MARYLAND 20878

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/21/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	06/21/2026		M		22,473(1)	A	(2)	449,244	D
Class A Common Stock	06/21/2026		F		8,064(3)	D	$1.06	441,180	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)	06/21/2026		M			22,473	(4)	(4)	Class A Common Stock	22,473	$0	0	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	06/22/2026
	** 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.
* Form 4: SEC 1474 (03-26)