Insider Kevin Rakin boosts Elutia (ELUT) stake with 70,000-share buy

Rhea-AI Filing Summary

Elutia Inc. insider Kevin L. Rakin and affiliated HighCape entities reported recent share activity in Elutia Class A Common Stock. On January 30, 2026, a reporting person purchased 70,000 shares at a weighted average price of $1.06 per share, with individual trade prices ranging from $1.05 to $1.08. Following this purchase, 196,120 shares were held directly. The filing also reports 322,419 shares held indirectly by trusts and 4,706,559 shares indirectly held through HighCape-related entities, which may be deemed beneficially owned as described in the footnotes, subject to customary beneficial ownership disclaimers.

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^*

RAKIN KEVIN

(Last) (First) (Middle)

36 CHURCH LANE

(Street)

WESTPORT CT 06880

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

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

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

	Form filed by One Reporting Person
X	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	01/30/2026		P		70,000	A	$1.06(1)	196,120	D
Class A Common Stock								322,419	I	By trusts
Class A Common Stock								4,706,559(2)	I	See footnotes(3)(4)

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

1. Name and Address of Reporting Person^*

RAKIN KEVIN

(Last) (First) (Middle)

36 CHURCH LANE

(Street)

WESTPORT CT 06880

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

HighCape Partners GP II, LLC

(Last) (First) (Middle)

36 CHURCH LANE

(Street)

WESTPORT CT 06880

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

HighCape Partners GP II, L.P.

(Last) (First) (Middle)

36 CHURCH LANE

(Street)

WESTPORT CT 06880

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

HighCape Partners QP II, L.P.

(Last) (First) (Middle)

36 CHURCH LANE

(Street)

WESTPORT CT 06880

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.05 to $1.08. The reporting person undertakes to provide Elutia Inc. ( the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

2. Includes: (i) 4,562,431 shares of Class A Common Stock held of record by HighCape Partners QP II, L.P.; and (ii) 144,128 shares owned by other HighCape entities that are not reporting persons hereunder, but over whom Mr. Rakin may be deemed to exercise beneficial ownership in his capacity as managing member of the general partner of such entity or as managing member of the general partner of the general partner of such entity.

3. Mr. Rakin is the managing member of HighCape Partners GP II, LLC, which is the general partner of HighCape Partners GP II, L.P., which is the general partner of HighCape Partners QP II, L.P. and another HighCape entity that owns shares of record but is not a reporting person hereunder. In addition, Mr. Rakin is a managing member of the general partner of another HighCape entity that owns shares of record but is not a reporting person hereunder.

4. Mr. Rakin, HighCape Partners GP II, LLC and HighCape Partners GP II, L.P. may be deemed to beneficially own the securities held by HighCape Partners QP II, L.P. and the other entity for which HighCape Partners GP II, L.P. serves as general partner. Additionally, Mr. Rakin may be deemed to beneficially own the securities held by another HighCape entity by virtue of his serving as managing member of such entity's general partner. Each of the reporting persons disclaims beneficial ownership of the securities held by the other reporting persons and the non-reporting persons referred to herein except to the extent of each reporting person's pecuniary interest therein, if any.

Remarks:

The transaction is jointly reported by HighCape Partners GP II, LLC, HighCape Partners GP II, L.P., HighCape Partners QP II, L.P., and Kevin L. Rakin.

	Jeffrey Hamet, Attorney-in-Fact for Kevin Rakin	02/02/2026
	HIGHCAPE PARTNERS GP II, LLC By: /s/ Kevin L. Rakin, Managing Member	02/02/2026
	HIGHCAPE PARTNERS QP II, L.P. By: HighCape Partners GP II, L.P., its general partner By: HighCape Partners GP II, LLC, its general partner By: /s/ Kevin L. Rakin, Managing Member	02/02/2026
	HIGHCAPE PARTNERS GP II, L.P. By: HighCape Partners GP II, LLC, its general partner By: /s/ Kevin L. Rakin, Managing Member	02/02/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Kevin Rakin report for Elutia (ELUT)?

Kevin L. Rakin reported buying 70,000 Elutia Class A Common shares on January 30, 2026 at a weighted average price of $1.06. The shares were purchased in multiple trades between $1.05 and $1.08, increasing his directly held position reported in the filing.

At what prices were the Elutia (ELUT) shares purchased in the Form 4?

The filing states a weighted average purchase price of $1.06 per share for 70,000 Elutia shares. These shares were bought in multiple transactions, with individual trade prices ranging from $1.05 to $1.08, as detailed in the explanatory footnote to the Form 4.

How many Elutia (ELUT) shares does Kevin Rakin hold directly after this transaction?

After the reported January 30, 2026 purchase, the Form 4 lists 196,120 Elutia Class A Common shares as held directly. This figure reflects the position following the acquisition of 70,000 additional shares at a weighted average price of $1.06 per share.

What indirect Elutia (ELUT) holdings are reported through trusts and entities?

The Form 4 reports 322,419 Elutia shares held indirectly by trusts and 4,706,559 shares indirectly through HighCape-related entities. Footnotes explain that certain entities hold shares of record, which may be deemed beneficially owned, subject to each reporting person’s pecuniary interest and stated disclaimers.

Which HighCape entities are involved in the Elutia (ELUT) Form 4 filing?

The transaction is jointly reported by HighCape Partners GP II, LLC, HighCape Partners GP II, L.P., HighCape Partners QP II, L.P., and Kevin L. Rakin. Footnotes describe how these entities are related as general partners and managing members with respect to Elutia shareholdings.

What does the Form 4 say about beneficial ownership of Elutia (ELUT) shares?

The filing notes that Mr. Rakin and certain HighCape entities may be deemed to beneficially own shares held by HighCape Partners QP II, L.P. and other related entities. Each reporting person disclaims beneficial ownership of others’ securities except to the extent of any pecuniary interest.