Vericel updates bylaws for new headquarters address

Vericel Corporation filed an update reflecting a change to its corporate bylaws effective May 18, 2026.

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Form Type

8-K

Rhea-AI Filing Summary

Vericel Corporation filed an update reflecting a change to its corporate bylaws effective May 18, 2026. The Board of Directors approved an amendment so the bylaws now reference the company’s new global headquarters at 25 Blue Sky Drive, Burlington, Massachusetts 01803. The filing notes that the Second Amended and Restated Bylaws are attached as an exhibit for full details, and that this change aligns the official corporate records with Vericel’s updated principal executive office address.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Bylaw amendment effective date: May 18, 2026 New headquarters address ZIP code: 01803

2 metrics

Bylaw amendment effective date May 18, 2026 Effective date of Second Amended and Restated Bylaws

New headquarters address ZIP code 01803 ZIP code for 25 Blue Sky Drive, Burlington, MA

Key Terms

Second Amended and Restated Bylaws, principal executive offices, global headquarters, Exhibit Index

4 terms

Second Amended and Restated Bylaws regulatory

"This description is qualified in its entirety by reference to the text of the Second Amended and Restated Bylaws of Vericel Corporation"

principal executive offices regulatory

"the change in the address of the Company’s principal executive offices as a result of its move to a new global headquarters"

global headquarters other

"its move to a new global headquarters, located at 25 Blue Sky Drive, Burlington, Massachusetts 01803"

Exhibit Index regulatory

"EXHIBIT INDEX Exhibit No. | | Description 3.1 | | Second Amended and Restated Bylaws"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What corporate change did Vericel (VCEL) disclose in this 8-K filing?

Vericel disclosed that its Board approved an amendment to the company’s bylaws. The change updates the bylaws to reflect Vericel’s new global headquarters address at 25 Blue Sky Drive, Burlington, Massachusetts 01803 as its principal executive offices.

When did Vericel’s amended bylaws become effective?

The amended bylaws for Vericel became effective on May 18, 2026. On that date, the Board of Directors approved the Second Amended and Restated Bylaws, primarily to reflect the company’s move to its new global headquarters in Burlington, Massachusetts.

What is Vericel Corporation’s new principal executive office address?

Vericel’s new principal executive office address is 25 Blue Sky Drive, Burlington, Massachusetts 01803. The company amended its bylaws so this location is now referenced as its global headquarters and official principal executive offices for corporate and regulatory purposes.

Which exhibit in the Vericel (VCEL) 8-K contains the full amended bylaws?

The full text of Vericel’s Second Amended and Restated Bylaws is included as Exhibit 3.1. Investors can review this exhibit to see the complete bylaws as amended to reflect the new headquarters address effective May 18, 2026.

Did Vericel’s 8-K report any financial results or major transactions?

The 8-K focuses on a corporate governance update related to Vericel’s bylaws. It reflects the company’s move to a new global headquarters address and does not present earnings data or disclose major business transactions in this particular report.

Who signed Vericel Corporation’s 8-K reporting the bylaw amendment?

The 8-K was signed on behalf of Vericel Corporation by Sean C. Flynn. He is identified in the filing as the company’s Chief Legal Officer, acting as the duly authorized officer for this report under the Securities Exchange Act of 1934.

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Accepted by SEC EDGAR 05/18/2026 - 04:05 PM EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 18, 2026

Vericel Corporation

(Exact name of registrant as specified in its charter)

Michigan	001-35280	94-3096597
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

25 Blue Sky Drive
Burlington, MA		01803
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (617) 588-5555

64 Sidney Street

Cambridge, MA 02139

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, no par value		VCEL		NASDAQ

Indicate by a check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§240.12b-2 of this chapter). Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03

Amendments to Articles of Incorporation or Bylaws.

Effective May 18, 2026, the Board of Directors of Vericel Corporation, a Michigan corporation (the “Company”), approved an amendment to the Company’s bylaws. The amendment accounts for the change in the address of the Company’s principal executive offices as a result of its move to a new global headquarters, located at 25 Blue Sky Drive, Burlington, Massachusetts 01803. This description is qualified in its entirety by reference to the text of the Second Amended and Restated Bylaws of Vericel Corporation filed as Exhibit 3.1 to this Report, which is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
3.1		Second Amended and Restated Bylaws of Vericel Corporation, effective as of May 18, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL)

EXHIBIT INDEX

Exhibit No.		Description
3.1		Second Amended and Restated Bylaws of Vericel Corporation, effective as of May 18, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Vericel Corporation

Date: May 18, 2026	By:	/s/ Sean C. Flynn
		Name: Sean C. Flynn
		Title: Chief Legal Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents