Elutia Inc. (NASDAQ: ELUT) insider reports RSU vesting and tax share withholding

Rhea-AI Filing Summary

Elutia Inc. chief scientific officer Michelle LeRoux Williams reported routine equity compensation activity. On 12/10/2025, 12,500 restricted stock units converted into shares of Class A common stock, increasing her direct holdings. The company then withheld 3,951 shares at $ 0.7 per share to cover tax obligations, leaving her with 101,934 Class A shares held directly and 50,000 restricted stock units outstanding.

These vested units are part of a 150,000 restricted stock unit grant dated 01/31/2024, which vests in scheduled installments from 06/10/2024 through 12/10/2026.

Insider Trade Summary

12,500 shares exercised/converted

Mixed 3 txns

Insider Williams Michelle LeRoux

Role CHIEF SCIENTIFIC OFFICER

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	12,500	$0.00	--
Exercise	Class A Common Stock	12,500	$0.00	--
Tax Withholding	Class A Common Stock	3,951	$0.70	$3K

Holdings After Transaction: Restricted Stock Units — 50,000 shares (Direct); Class A Common Stock — 105,885 shares (Direct)

Footnotes (1)

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. 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 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.

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Form 4 Insider Transactions: What Each Field Means →

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^*

Williams Michelle LeRoux

(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 SCIENTIFIC 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)	105,885	D
Class A Common Stock	12/10/2025		F		3,951(3)	D	$0.7	101,934	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 Michelle LeRoux Williams	12/12/2025
	** 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.
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.

FAQ

What insider transaction did Elutia (ELUT) report for its chief scientific officer?

Elutia chief scientific officer Michelle LeRoux Williams reported the vesting of 12,500 restricted stock units into shares of Class A common stock on 12/10/2025.

How many Elutia (ELUT) shares did Michelle LeRoux Williams acquire and dispose of on 12/10/2025?

On 12/10/2025 she acquired 12,500 shares of Class A common stock from restricted stock unit vesting and had 3,951 shares withheld by the company to satisfy tax obligations.

How many Elutia (ELUT) shares does Michelle LeRoux Williams own after these transactions?

After the reported transactions, Michelle LeRoux Williams directly owns 101,934 shares of Elutia Class A common stock.

How many restricted stock units in Elutia (ELUT) does the chief scientific officer still hold?

Following the 12/10/2025 vesting event, she continues to hold 50,000 restricted stock units tied to Elutia Class A common stock.

What are the key terms of Michelle LeRoux Williams’ Elutia (ELUT) restricted stock unit grant?

On 01/31/2024 she received a grant of 150,000 restricted stock units, with 1/6 vesting on 06/10/2024 and additional portions vesting quarterly through 12/10/2026.

Why were some Elutia (ELUT) shares withheld in this insider transaction?

The 3,951 withheld shares were retained by Elutia to satisfy tax withholding requirements related to the vesting of restricted stock units.