Form 4: ELUTIA Director Rakin Shifts Share Ownership Structure

Kevin Rakin, a director and 10% owner of Elutia Inc., reported a change in the form of his beneficial ownership of Class A Common Stock following a pro-rata distribution from HighCape entities.

Summary

• Kevin Rakin, a Director and 10% Owner of Elutia Inc. (ELUT), reported a change in his beneficial ownership of Class A Common Stock.
• 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 4,372,497 shares of Elutia's Class A Common Stock to their partners and members pro rata.
• This distribution occurred without payment of consideration by the partners and members.
• Mr. Rakin directly received 126,120 shares as part of this distribution.
• Mr. Rakin's irrevocable trusts received an additional 181,612 shares from the distribution.
• The filing explicitly states that this transaction resulted solely in a change in the form of Mr. Rakin's beneficial ownership.
• Following the reported transaction, Mr. Rakin's total beneficial ownership includes 4,562,431 shares held of record by HighCape Partners QP II, L.P., 144,128 shares owned by other HighCape entities, and 272,419 shares owned by his irrevocable trusts, totaling 4,978,978 shares.

Sentiment

Score: 5

Explanation: Neutral. The filing reports a change in the form of beneficial ownership for an insider, not a sale or purchase for consideration, and does not indicate any change in the company's operational or financial performance.

Future Outlook

N/A. This filing reports a past insider transaction and does not contain forward-looking statements or guidance.

Industry Context

N/A. This is an insider transaction report specific to the reporting person's ownership structure and does not provide broader industry context.

Related Party Transactions

• The distribution of 4,372,497 shares of Class A Common Stock was made from HighCape Partners, L.P., HighCape Partners QP, L.P., HighCape Co-Investment Vehicle I, LLC, and HighCape Co-Investment Vehicle II, LLC. Kevin Rakin is a managing member of the general partners of these HighCape entities, indicating a related party transaction. The distribution was pro rata and without payment of consideration.

Stakeholder Impact

• Minimal direct impact on shareholders as this is a change in the form of beneficial ownership for an existing insider, not a market transaction for consideration. It clarifies the direct and indirect holdings of a significant shareholder and director.

Key Dates

Keywords

Elutia Inc., ELUT, Kevin Rakin, Insider Transaction, Form 4, Beneficial Ownership, Stock Distribution, HighCape Partners, Corporate Governance