Mills C Randal 4

4 · ELUTIA INC. · Filed Sep 11, 2025

Form 4

Period: 2025-09-10

DirectorPRESIDENT AND CEO

Transactions

Exercise/Conversion
Restricted Stock Units
2025-09-10−27,083→ 297,916 total
→ Class A Common Stock (27,083 underlying)
Exercise/Conversion
Class A Common Stock
2025-09-10+27,083→ 348,250 total
Tax Payment
Class A Common Stock
2025-09-10$1.36/sh−9,664$13,143→ 338,586 total

Footnotes (5)

[F1]Transaction represents shares of the Issuer's Class A Common Stock received from the vesting of restricted stock units.
[F2]Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock.
[F3]Shares withheld by the Issuer to satisfy tax withholding requirements on vesting of restricted stock units.
[F4]On 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 shtock 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 window.
[F5]Restricted stock units as to 325,000 shares vest as follows: 1/6 vest on June 10, 2024, and as to 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.

Documents

1 file