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Elutia CEO vests 27,083 shares from RSUs

ELUTIA’s CEO reported RSU vesting into Class A shares, with a portion withheld for taxes and significant RSU awards continuing to vest through 2026.

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

Rhea-AI Filing Summary

ELUTIA INC. (ELUT) reported that President and CEO C. Randal Mills had restricted stock units vest into 27,083 shares of Class A Common Stock on September 10, 2026. Of these, 9,718 shares were withheld by the company to cover tax withholding requirements, and Mills now holds 189,583 restricted stock units directly. The vested shares relate to a 487,500-unit RSU grant made on January 31, 2024, which includes both performance-based tranches tied to share-price hurdles and time-based tranches vesting through December 10, 2026.

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Insider Mills C Randal
Role PRESIDENT AND CEO
Type Security Shares Price Value
Exercise Restricted Stock Units F2, F5, F6 27,083 $0.00 $0.00
Exercise Class A Common Stock F1, F2, F3 27,083 -- --
Tax Withholding Class A Common Stock F4, F3 9,718 $0.80 $8K
Holdings After Transaction: Restricted Stock Units — 189,583 contracts (Direct); Class A Common Stock — 464,395 shares (Direct)
Footnotes (6)
  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 the Issuer's Class A Common Stock.
  3. F3. Includes 5,850 shares of Class A Common Stock acquired under the Company's 2020 Employee Stock Purchase Plan.
  4. F4. Shares withheld by the Issuer to satisfy tax withholding requirements on vesting of restricted stock units.
  5. F5. 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. F6. 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.
RSU shares vested to Class A Common Stock 27,083 shares Vesting on September 10, 2026 into Class A Common Stock
Shares withheld for tax withholding 9,718 shares Withheld by the issuer upon RSU vesting on September 10, 2026
Tax withholding reference price $0.80 per share Price used for shares withheld to satisfy tax withholding requirements
Restricted stock units held after transaction 189,583 units RSUs reported as held directly following the September 10, 2026 transaction
Total RSUs granted January 31, 2024 487,500 units Restricted stock units granted to C. Randal Mills
Performance-based RSUs within grant 162,500 units Vest upon per share price hurdles of $6.00, $10.00, $14.00 and $18.00
Time-based RSUs within grant 325,000 units Vest on stated dates from June 10, 2024 through December 10, 2026
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.
Employee Stock Purchase Plan financial
"Includes 5,850 shares of Class A Common Stock acquired under the Company's 2020 Employee Stock Purchase Plan."
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
tax withholding requirements financial
"Shares withheld by the Issuer to satisfy tax withholding requirements on vesting of restricted stock units."
open trading windows financial
"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"
per share price financial
"upon the Issuer's achievement of a per share price equal to or greater than $6.00, $10.00, $14.00 and $18.00"

FAQ

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

What did ELUTIA INC. (ELUT) disclose about CEO C. Randal Mills’ latest equity award activity?
C. Randal Mills reported vesting of 27,083 shares of Class A Common Stock from restricted stock units on September 10, 2026, with part of the shares withheld to satisfy tax withholding requirements and additional restricted stock units continuing to vest under prior grants.

How many ELUT shares were withheld for taxes in the latest Form 4 for ELUT?
The company withheld 9,718 shares of Class A Common Stock to satisfy tax withholding requirements related to the vesting of restricted stock units reported for September 10, 2026.

How many restricted stock units does the ELUT CEO hold after the reported transactions?
After the September 10, 2026 transactions, C. Randal Mills is reported as holding 189,583 restricted stock units, each representing a contingent right to receive one share of ELUTIA INC.’s Class A Common Stock.

What are the key terms of the 487,500 restricted stock units granted to the ELUT CEO?
On January 31, 2024, C. Randal Mills was granted 487,500 restricted stock units: 162,500 vest upon achieving per share price thresholds of $6.00, $10.00, $14.00 and $18.00 over twenty consecutive trading days, and 325,000 vest over time through December 10, 2026.

How do performance-based ELUT RSUs for the CEO vest according to this Form 4?
Performance-based restricted stock units as to 162,500 shares vest in four equal installments when ELUT’s per share price reaches or exceeds $6.00, $10.00, $14.00 and $18.00 for twenty consecutive trading days, subject to the CEO’s continuous employment and trading-window timing.

What is the vesting schedule for the time-based ELUT RSUs held by the CEO?
Time-based restricted stock units as to 325,000 shares vest 1/6 on June 10, 2024, then 1/12 quarterly on each of 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.

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

Form 4 Insider Transactions: What Each Field Means →
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SEC Form 4
FORM 4UNITED 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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
PRESIDENT AND CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/10/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock09/10/2026M27,083(1)A(2)474,113(3)D
Class A Common Stock09/10/2026F9,718(4)D$0.8464,395(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(2)09/10/2026M27,083 (5)(6) (5)(6)Class A Common Stock27,083$0189,583D
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 5,850 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 Mills09/14/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

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