RAKIN KEVIN 4

What Happened

• Kevin L. Rakin, reported as a 10% owner (via HighCape-related entities), caused distributions/disposing of a total of 120,000 shares of Elutia Class A common stock on June 1, 2026. The filing shows: 70,000 shares disposed as a gift (code G) and 50,000 shares disposed under an "other acquisition or disposition" code (J). All transfers were reported at $0.00 per share (no cash paid).

Key Details

• Transaction date: 2026-06-01; Form 4 filed: 2026-06-02 (appears timely).
• Reported amounts: 70,000 shares (Gift, G) + 50,000 shares (Other, J) = 120,000 shares disposed; reported price $0.00 for both transactions (total reported value $0).
• Holdings reported in the filing include 4,562,431 shares held of record by HighCape Partners QP II, L.P. and 144,128 shares held by other HighCape entities (total noted 4,706,559 shares) per footnotes; Rakin disclaims beneficial ownership except to the extent of any pecuniary interest.
• Jointly reported by HighCape Partners GP II, LLC; HighCape Partners GP II, L.P.; HighCape Partners QP II, L.P.; and Kevin L. Rakin.
• Footnote: Mr. Rakin caused a trust to distribute the securities to beneficiaries without payment (see F1). He disclaims beneficial ownership of trust-held securities except to the extent of pecuniary interest.

Context

• Gifts and trust distributions are not purchases and generally do not signal insider confidence in the stock price; they often reflect estate planning or transfers to beneficiaries.
• As a 10% owner reporting through related investment entities, these transactions reflect institutional/ownership-structure movements rather than routine executive open-market sales.