Vericel (VCEL) CLO awarded 35,000 options and 14,000 RSUs plus RSU vesting

Rhea-AI Filing Summary

Vericel Corp Chief Legal Officer Sean C. Flynn reported multiple equity compensation transactions involving stock options, restricted stock units (RSUs), and common shares. On February 19, 2026, he was granted 35,000 stock options at an exercise price of $0.00 per share and 14,000 RSUs, both held directly. The options begin vesting on February 19, 2026 in equal quarterly installments over four years, while the RSUs vest annually from February 19, 2027 through February 19, 2030.

On February 18, 2026, common shares were acquired upon vesting of RSUs granted on February 18, 2022 and February 17, 2023, with each RSU representing one Vericel common share. In connection with this vesting, 1,490 shares at $36.82 and 1,030 shares at $37.41 were withheld by Vericel to satisfy tax withholding obligations, leaving 4,067 common shares held directly following the last reported transaction.

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^*

Flynn Sean C.

(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 Legal 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		3,000	A	$0(1)	4,262(2)	D
Common Stock	02/18/2026		F		1,490(3)	D	$36.82	2,772(2)	D
Common Stock	02/18/2026		M		2,325	A	$0(4)	5,097(2)	D
Common Stock	02/18/2026		F		1,030(3)	D	$37.41	4,067(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		3,000		(1)	(6)	Common Stock	3,000	(7)	3,000	D
Restricted Stock Unit	(5)	02/18/2026		M		2,325		(4)	(6)	Common Stock	2,325	(8)	0	D
Stock Option (Right to Buy)	$38.17	02/19/2026		A		35,000		(9)	02/19/2036	Common Stock	35,000	$0	35,000	D
Restricted Stock Unit	(4)	02/19/2026		A		14,000		(10)	(6)	Common Stock	14,000	$0	14,000	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	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) grant to Sean C. Flynn in this Form 4?

Vericel granted Chief Legal Officer Sean C. Flynn 35,000 stock options and 14,000 restricted stock units (RSUs) on February 19, 2026. The options carry a $0.00 exercise price, and both awards are held directly as part of his equity compensation.

How do Sean C. Flynn’s new Vericel (VCEL) stock options and RSUs vest?

The 35,000 stock options begin vesting on February 19, 2026 in equal quarterly installments over four years. The 14,000 RSUs vest in four annual installments from February 19, 2027 through February 19, 2030, aligning with a multi‑year retention schedule.

What RSU vesting activity did Vericel (VCEL) report for Sean C. Flynn on February 18, 2026?

On February 18, 2026, common shares were acquired upon vesting of RSUs granted on February 18, 2022 and February 17, 2023. Each RSU converts into one Vericel common share, increasing his directly held common stock before tax‑related share withholding.

Were any Vericel (VCEL) shares disposed of in this Form 4, and for what purpose?

Yes. Vericel withheld 1,490 shares at $36.82 and 1,030 shares at $37.41 of common stock to cover tax withholding obligations arising from RSU vesting. These dispositions are coded F, indicating tax-withholding rather than open‑market sales.

How many Vericel (VCEL) common shares does Sean C. Flynn hold after the reported transactions?

Following the last reported transaction on February 18, 2026, Chief Legal Officer Sean C. Flynn directly holds 4,067 shares of Vericel common stock. This figure reflects RSU conversions into common shares and the related tax‑withholding share reductions.

What do the Vericel (VCEL) Form 4 footnotes say about Sean C. Flynn’s RSUs?

The footnotes state that each RSU represents a contingent right to receive one Vericel common share. They also explain that some RSUs were granted on February 18, 2022 and February 17, 2023, with remaining units scheduled to vest through February 17, 2027.