Mills C Randal 4

What Happened

• Randal Mills, President & CEO and a director of Elutia, had 27,084 restricted stock units (RSUs) convert to Class A common shares on March 10, 2026. The RSUs converted at no cash exercise price (reported $0), and the company withheld 11,100 of those shares to satisfy tax withholding obligations at $1.09 per share, generating $12,099. Net shares delivered to Mills = 27,084 − 11,100 = 15,984 shares.
• This was not an open‑market purchase or sale by Mills; it was the scheduled vesting/conversion of previously granted RSUs and routine share‑withholding to cover taxes.

Key Details

• Transaction date: March 10, 2026; filing date: March 12, 2026 (timely).
• Vesting/conversion recorded as code M (exercise/conversion of derivative); tax withholding recorded as code F (shares surrendered to pay taxes) at $1.09 per share for a $12,099 withholding.
• Net shares received by Mills: 15,984 shares (27,084 vested − 11,100 withheld).
• Shares owned after the transaction: not specified in the provided summary.
• Relevant footnotes: shares resulted from RSU vesting (F1/F2); vesting schedule includes scheduled vesting on March 10, 2026 (F6); filing notes other outstanding performance and time‑based RSU grants (F5). Filing also notes inclusion of 14,218 ESPP‑acquired shares in reported holdings (F3).
• No 10b5‑1 plan or gift; action appears routine (vesting and withholding).

Context

• This was a conversion/vesting of RSUs, not a market purchase or discretionary sale. The $0 exercise/price means Mills did not pay cash to receive the vested shares; instead, the company withheld some shares to cover taxes (a common practice).
• Vesting is partly scheduled and partly performance‑based per the footnotes; additional RSUs remain subject to future vesting conditions. Routine tax withholding on RSU vesting is not necessarily an indicator of bullish or bearish insider confidence.