Elutia (ELUT) CFO reports RSU vesting and tax withholding event

Rhea-AI Filing Summary

ELUTIA INC. chief financial officer Matthew Ferguson reported routine equity compensation activity involving restricted stock units that vested into Class A common stock. On the vesting date, 12,500 RSUs converted into 12,500 shares of Class A common stock, as each unit represents one share.

The company withheld 4,485 of these shares at an implied price of $1.04 per share to cover tax withholding obligations, which is recorded as a disposition but not an open-market sale. After these transactions, Ferguson directly owned 484,567 shares of Class A common stock and held 25,000 restricted stock units as of the report.

Insider Trade Summary

12,500 shares exercised/converted

Mixed 3 txns

Insider Ferguson Matthew

Role CHIEF FINANCIAL 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	4,485	$1.04	$5K

Holdings After Transaction: Restricted Stock Units — 25,000 shares (Direct, null); Class A Common Stock — 484,567 shares (Direct, null)

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.

Key Figures

RSUs vested: 12,500 shares Shares withheld for taxes: 4,485 shares at $1.04/share Shares owned after transaction: 484,567 shares +3 more

6 metrics

RSUs vested 12,500 shares Restricted stock units converted into Class A common stock on vesting

Shares withheld for taxes 4,485 shares at $1.04/share Withheld by issuer to satisfy tax withholding on RSU vesting

Shares owned after transaction 484,567 shares Direct Class A common stock ownership following reported transactions

RSUs held after transaction 25,000 RSUs Remaining restricted stock units after the reported vesting

Original RSU grant 150,000 RSUs Grant to CFO on January 31, 2024

Initial vesting fraction 1/6 of grant First vesting on June 10, 2024 from 150,000 RSU award

Key Terms

Restricted Stock Units, tax withholding requirements, derivative security, contingent right

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.

tax withholding requirements financial

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

derivative security financial

"Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

contingent right financial

"Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock."

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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^*

Ferguson Matthew

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/10/2026

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	06/10/2026		M		12,500(1)	A	(2)	484,567	D
Class A Common Stock	06/10/2026		F		4,485(3)	D	$1.04	480,082	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)	06/10/2026		M			12,500	(4)	(4)	Class A Common Stock	12,500	$0	25,000	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	06/12/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did ELUT CFO Matthew Ferguson report?

Matthew Ferguson reported vesting of 12,500 restricted stock units into Class A common stock. These RSUs are part of his equity compensation and converted on the vesting date into an equal number of shares under his direct ownership.

Were any ELUT shares sold on the open market in this Form 4?

No open-market sale is reported. 4,485 shares were withheld by the issuer solely to satisfy tax withholding requirements on RSU vesting, which is recorded as a disposition but does not represent a market sale of shares.

How many ELUT shares does the CFO hold after these transactions?

Following the RSU vesting and tax withholding, Matthew Ferguson directly holds 484,567 shares of Elutia Class A common stock. This figure reflects his updated equity ownership position after the compensation-related transactions on the reported date.

What restricted stock unit position does the ELUT CFO retain?

After the reported transactions, Ferguson holds 25,000 restricted stock units. Each RSU represents a contingent right to receive one share of Class A common stock, subject to the original grant’s vesting schedule and conditions described in the award terms.

What was the original ELUT RSU grant size and vesting schedule?

On January 31, 2024, Ferguson received 150,000 restricted stock units. One-sixth vested on June 10, 2024, and one-twelfth vests on scheduled quarterly dates from September 10, 2024 through December 10, 2026, subject to continued service conditions.

How were the RSUs in this ELUT filing converted into shares?

The Form 4 notes that each restricted stock unit represents one share of Class A common stock. Upon vesting, the 12,500 RSUs automatically converted into 12,500 shares, with a portion withheld to cover applicable tax obligations.