SEC Form 4 · accession 0001370939-26-000011
ELUTIA INC. · ELUT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
C Randal Mills
Officer — PRESIDENT AND CEO · Director
Period of report
Sep 10, 2026
Accepted (ET)
Sep 14, 2026 · 5:00 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001708527
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2,F3 | Sep 10, 2026 | M | 27,083 | — | A | 474,113 | D | |
| Class A Common StockF4,F3 | Sep 10, 2026 | F | 9,718 | $0.80 | D | 464,395 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F5,F6 | — | Sep 10, 2026 | M | 27,083 | D | — | — | Class A Common Stock | 27,083 | 189,583 | D |
Explanation of responses
- F1Transaction represents shares of the Issuer's Class A Common Stock received from the vesting of restricted stock units.
- F2Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock.
- F3Includes 5,850 shares of Class A Common Stock acquired under the Company's 2020 Employee Stock Purchase Plan.
- F4Shares withheld by the Issuer to satisfy tax withholding requirements on vesting of restricted stock units.
- F5On 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.
- F6Restricted 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.