NEELS GUIDO J 4

What Happened

• Guido J. Neels, a director of Elutia, had 6,250 restricted stock units (RSUs) convert into 6,250 shares of Class A common stock on December 10, 2025. The Form 4 shows an acquisition of 6,250 shares via conversion of a derivative (RSU) and a concurrent disposition entry for 6,250 shares at $0.00. The RSUs were part of a 25,000‑unit grant on March 5, 2025 that vested in four equal installments (March, June, September and December 2025).
• This is an award/vesting event (compensation), not an open‑market purchase or directional sale. The $0.00 disposition line in the filing often reflects share withholding or settlement mechanics tied to vesting, but the filing’s footnotes do not explicitly state tax withholding.

Key Details

• Transaction date: December 10, 2025; Form filed: April 14, 2026 (late filing).
• Reported transactions: +6,250 shares acquired on conversion of derivative (RSU); 6,250 shares listed as disposed at $0.00.
• Footnotes: F1 = shares received from RSU vesting; F2 = each RSU = right to one share; F3 = original grant of 25,000 RSUs vesting in four equal installments (Mar/Jun/Sep/Dec 2025).
• Shares owned after transaction: not specified in the provided data.
• Transaction code used: M (conversion/exercise of a derivative).

Context

• RSU vesting is compensation and does not necessarily indicate the insider’s market view. While purchases can signal conviction, RSU conversions are routine corporate compensation events.
• The filing was submitted about four months after the transaction date, which reduces near‑term transparency for investors.