Vericel (VCEL) CFO receives new equity awards and RSU vesting

Rhea-AI Filing Summary

Vericel Corp Chief Financial Officer Mara Joseph Anthony Jr reported several equity-related transactions. On February 19, 2026, he received grants of 46,250 stock options and 18,500 restricted stock units (RSUs), both at a price of $0.00 per share as compensation awards.

On February 18, 2026, RSUs granted in 2022 and 2023 vested, resulting in acquisitions of common stock through derivative exercises and conversions. In connection with these vestings, 1,505 and 809 shares of common stock were disposed of to cover tax withholding obligations at fair market values of $36.82 and $37.41 per share, respectively.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Mara Joseph Anthony Jr

(Last) (First) (Middle)

64 SIDNEY STREET

(Street)

CAMBRIDGE MA 02139

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Vericel Corp [ VCEL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/18/2026		M		4,625	A	$0(1)	18,929(2)	D
Common Stock	02/18/2026		F		1,505(3)	D	$36.82	17,424(2)	D
Common Stock	02/18/2026		M		2,755	A	$0(4)	20,179(2)	D
Common Stock	02/18/2026		F		809(3)	D	$37.41	19,370(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(5)	02/18/2026		M		4,625		(1)	(6)	Common Stock	4,625	(7)	4,625	D
Restricted Stock Unit	(5)	02/18/2026		M		2,755		(4)	(6)	Common Stock	2,755	(8)	0	D
Stock Option (Right to Buy)	$38.17	02/19/2026		A		46,250		(9)	02/19/2036	Common Stock	46,250	$0	46,250	D
Restricted Stock Unit	(5)	02/19/2026		A		18,500		(10)	(6)	Common Stock	18,500	$0	18,500	D

Explanation of Responses:

1. The shares of common stock were acquired by the Reporting Person as a result of the vesting of Restricted Stock Units (RSUs) granted to the Reporting Person on February 17, 2023. The remaining RSUs will vest on February 17, 2027.

2. These shares include shares acquired pursuant to the Issuer's 2015 Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c).

3. These shares were withheld by the Issuer to satisfy the tax withholding requirements in connection with the vesting of RSUs.

4. The shares of common stock were acquired by the Reporting Person as a result of the vesting of RSUs granted to the Reporting Person on February 18, 2022.

5. Each RSU represents a contingent right to receive one share of common stock of Vericel Corporation.

6. No expiration date for this type of award.

7. The Fair Market Value of the vested derivative securities is $36.82 per share.

8. The Fair Market Value of the vested derivative securities is $37.41 per share.

9. These options shall begin vesting on February 19, 2026 and shall continue to vest and become exercisable in equal quarterly installments over the course of the following four (4) year period.

10. These RSUs vest in four annual installments with the initial vesting of RSUs granted to the Reporting Person on February 19, 2027. The remaining RSUs will vest in annual installments on February 19, 2028, February 19, 2029, and February 19, 2030, respectively.

	/s/ Sean Flynn, as Attorney-in-Fact for Joseph Mara	02/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What equity awards did Vericel (VCEL) CFO Mara Joseph Anthony Jr receive?

The CFO received 46,250 stock options and 18,500 restricted stock units (RSUs) on February 19, 2026. These awards were granted at $0.00 per share as part of his compensation, increasing his potential future ownership in Vericel common stock.

Were any Vericel (VCEL) shares sold by the CFO in this Form 4 filing?

The filing shows dispositions of 1,505 and 809 common shares on February 18, 2026. These were tax-withholding dispositions to satisfy obligations arising from RSU vesting, not open-market sales, at fair market values of $36.82 and $37.41 per share.

How did restricted stock units affect Vericel (VCEL) CFO’s shareholdings?

Previously granted RSUs vested on February 18, 2026, converting into Vericel common stock. The CFO acquired shares through derivative exercises, with a portion withheld to cover taxes, resulting in increased direct ownership despite the tax-related share dispositions.

What are the vesting terms of the new Vericel (VCEL) stock options reported?

According to the footnotes, the 46,250 stock options begin vesting on February 19, 2026. They then vest and become exercisable in equal quarterly installments over the following four-year period, aligning the CFO’s incentives with longer-term company performance.

What are the vesting terms of the new Vericel (VCEL) RSU grant to the CFO?

The 18,500 RSUs vest in four annual installments, starting on February 19, 2027. The remaining installments vest on February 19, 2028, February 19, 2029, and February 19, 2030, each RSU representing one share of Vericel common stock.

How were the fair market values determined for Vericel (VCEL) tax-withholding shares?

Footnotes state the fair market value of the vested derivative securities was $36.82 per share for one RSU vesting and $37.41 per share for the other. These values were used to calculate the tax-withholding share dispositions reported under transaction code F.