4/A: ELUTIA Director Rakin Amends Ownership Filing

Kevin Rakin and HighCape entities filed an amended Form 4 to clarify beneficial ownership changes following a pro rata distribution of ELUTIA Class A Common Stock.

Summary

• An amendment to a Form 4 filing was submitted by Kevin Rakin, a Director and 10% Owner of ELUTIA INC., and several HighCape entities.
• The amendment's primary purpose is to add multiple HighCape entities as co-filers to the original Form 4, which was initially filed on December 15, 2025, and previously amended on December 17, 2025.
• On December 11, 2025, HighCape Partners, L.P., HighCape Partners QP, L.P., HighCape Co-Investment Vehicle I, LLC, and HighCape Co-Investment Vehicle II, LLC distributed all of their ELUTIA Class A Common Stock to their partners and members pro rata without consideration.
• As a result of this distribution, Kevin Rakin directly received 126,120 shares, and his irrevocable trusts received 181,612 shares.
• This transaction is characterized as a change in the form of Mr. Rakin's beneficial ownership.
• Following the reported transactions, Mr. Rakin's beneficial ownership includes 126,120 shares held directly and 4,978,978 shares held indirectly.
• Indirect holdings comprise 4,562,431 shares by HighCape Partners QP II, L.P., 144,128 shares by other HighCape entities, and 272,419 shares by Mr. Rakin's irrevocable trusts.

Sentiment

Score: 5

Explanation: Neutral. This is a routine amendment to an insider ownership filing, clarifying beneficial ownership structure. It does not reflect positively or negatively on the company's operational or financial performance.

Future Outlook

No forward-looking statements or guidance are provided in this filing.

Management Comments

• Mr. Rakin disclaims beneficial ownership of the securities held by the other persons referred to herein except to the extent of his pecuniary interest therein, if any.

Industry Context

This filing is a specific insider ownership disclosure and does not provide information related to broader industry trends or competitors, focusing solely on compliance with beneficial ownership reporting requirements.

Corporate Governance

Related Party Transactions

• HighCape Partners, L.P., HighCape Partners QP, L.P., HighCape Co-Investment Vehicle I, LLC and HighCape Co-Investment Vehicle II, LLC distributed all of their shares of the Issuer's Class A Common Stock to their partners and members pro rata according to such partners' and members' interests without payment of consideration.
• Mr. Rakin, chairman of the Issuer's board of directors, received 126,120 shares pursuant to such distribution and his irrevocable trusts received 181,612 shares.

Stakeholder Impact

• Shareholders: Increased transparency regarding the beneficial ownership structure of a significant shareholder group. The pro rata distribution means shares are now held by individuals/entities directly rather than through the HighCape funds.

Key Dates

Keywords

ELUTIA INC., ELUT, Kevin Rakin, HighCape Partners, Beneficial Ownership, SEC Form 4/A, Insider Trading, Stock Distribution, Corporate Governance