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Elutia CFO vests 12,500 RSUs, withholds shares

Elutia’s chief financial officer had RSUs vest into common stock, with a portion of shares withheld to satisfy taxes.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

ELUTIA INC. (ELUT) reported that its chief financial officer, Matthew Ferguson, had 12,500 restricted stock units convert into 12,500 shares of Class A Common Stock on September 10, 2026. Of these shares, 4,486 were withheld by the company to cover tax withholding requirements in connection with the vesting. No transactions were made under a Rule 10b5-1 trading plan. The vesting shares come from a grant of 150,000 restricted stock units awarded on January 31, 2024, which vest over a schedule running from June 10, 2024 through December 10, 2026.

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Insider Ferguson Matthew
Role CHIEF FINANCIAL OFFICER
Type Security Shares Price Value
Exercise Restricted Stock Units F2, F5 12,500 $0.00 $0.00
Exercise Class A Common Stock F1, F2, F3 12,500 -- --
Tax Withholding Class A Common Stock F4, F3 4,486 $0.80 $4K
Holdings After Transaction: Restricted Stock Units — 12,500 contracts (Direct); Class A Common Stock — 489,903 shares (Direct)
Footnotes (5)
  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 1,807 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 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.
RSUs converted 12,500 units Restricted stock units that converted into Class A Common Stock on September 10, 2026
Common shares received from vesting 12,500 shares Class A Common Stock received upon RSU vesting on September 10, 2026
Shares withheld for taxes 4,486 shares Shares of Class A Common Stock withheld to satisfy tax withholding on RSU vesting
Tax withholding value per share $0.80 per share Value used for shares of Class A Common Stock withheld for tax obligations
RSU grant size 150,000 units Restricted stock units granted to the CFO on January 31, 2024
ESPP shares included 1,807 shares Class A Common Stock acquired under the 2020 Employee Stock Purchase Plan and included in holdings
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 1,807 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."

FAQ

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

What did ELUTIA INC. (ELUT) disclose about Matthew Ferguson’s recent equity transaction?

ELUTIA INC. disclosed that chief financial officer Matthew Ferguson had 12,500 restricted stock units vest and convert into 12,500 shares of Class A Common Stock on September 10, 2026, reflecting scheduled equity compensation rather than an open-market purchase or sale.

How many ELUT shares were withheld for taxes in the September 10, 2026 transaction?

In the September 10, 2026 transaction, 4,486 shares of Class A Common Stock were withheld by ELUTIA INC. to satisfy tax withholding requirements arising from the vesting of restricted stock units, at a reported value of $0.80 per share for the withheld portion.

Was the ELUT insider transaction by the CFO under a Rule 10b5-1 plan?

No. The filing indicates that the reported transactions were not made pursuant to a Rule 10b5-1 trading plan. The vesting and related share withholding reflect the terms of previously granted restricted stock units rather than a pre-arranged trading program.

What is the size of the RSU grant underlying the ELUT CFO’s vesting on September 10, 2026?

The vesting on September 10, 2026 relates to a grant of 150,000 restricted stock units awarded to Matthew Ferguson on January 31, 2024. The grant vests as to one-sixth on June 10, 2024 and in additional installments on specified quarterly dates through December 10, 2026.

What additional ELUT shares does the CFO hold from the employee stock purchase plan?

The filing states that the CFO’s holdings include 1,807 shares of Class A Common Stock acquired under the company’s 2020 Employee Stock Purchase Plan. This figure is part of his overall position but the filing does not present a total post-transaction share count.

Did the ELUT CFO sell any shares into the market in this Form 4?

No open-market sales are reported. The filing shows shares acquired through RSU vesting and 4,486 shares withheld by the issuer to pay tax withholding on that vesting. These dispositions are to the company for taxes, not sales into the public market.

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

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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*
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
CHIEF FINANCIAL OFFICER
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 Stock09/10/2026M12,500(1)A(2)494,389(3)D
Class A Common Stock09/10/2026F4,486(4)D$0.8489,903(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)09/10/2026M12,500 (5) (5)Class A Common Stock12,500$012,500D
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 1,807 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 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 Ferguson09/14/2026
** 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)

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