Vericel (VCEL) CEO receives large new stock option and RSU grants

Rhea-AI Filing Summary

Vericel Corp President and CEO Dominick Colangelo reported multiple equity transactions. On February 19, 2026, he was granted 182,500 stock options and 73,000 restricted stock units (RSUs), both at a stated price of $0 per unit, as part of his compensation.

Footnotes state the options begin vesting on February 19, 2026 and then in equal quarterly installments over four years, while the RSUs vest annually from February 19, 2027 through February 19, 2030. On February 18, 2026, earlier RSUs vested and converted into common stock, and 5,657 shares were withheld at $37.41 per share to cover tax obligations.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Colangelo Dominick

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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(1)	02/18/2026		M		18,250	A	(2)	278,727(3)	D
Common Stock	02/18/2026		M		11,700	A	$0(4)	290,427(3)	D
Common Stock	02/18/2026		F		5,657(5)	D	$37.41	284,770(3)	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	(6)	02/18/2026		M		18,250		(2)	(7)	Common Stock	18,250	(2)	18,250	D
Restricted Stock Unit	(6)	02/18/2026		M		11,700		(4)	(7)	Common Stock	11,700	(8)	0	D
Stock Option (Right to Buy)	$38.17	02/19/2026		A		182,500		(9)	02/19/2036	Common Stock	182,500	$0	182,500	D
Restricted Stock Unit	(6)	02/19/2026		A		73,000		(10)	(7)	Common Stock	73,000	$0	73,000	D

Explanation of Responses:

1. The Restricted Stock Units (RSUs) converted to phantom stock units and are deferred under the Vericel Corporation Deferred Compensation Plan. The units will be payable only in shares of Common Stock upon the Reporting Person's elected Benefit Distribution Date.

2. 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 17, 2023. The remaining RSUs will vest on February 17, 2027. Upon the vesting of RSUs granted to the Reporting Person on February 17, 2023, the Reporting Person deferred the receipt of 18,250 shares of Common Stock and instead received 18,250 shares of Phantom Stock pursuant to the Vericel Corporation Deferred Compensation Plan.

3. 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).

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

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

7. No expiration date for this type of award.

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 Dominick C. Colangelo	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What equity awards did Vericel (VCEL) CEO Dominick Colangelo receive?

Vericel CEO Dominick Colangelo received 182,500 stock options and 73,000 RSUs on February 19, 2026. The options vest quarterly over four years starting February 19, 2026, while the RSUs vest annually from 2027 through 2030, aligning compensation with long-term company performance.

How do the new Vericel (VCEL) stock options for the CEO vest?

The 182,500 stock options granted to Vericel’s CEO begin vesting on February 19, 2026. They continue to vest and become exercisable in equal quarterly installments over the following four-year period, spreading the potential benefit over an extended timeframe tied to continued service.

What is the vesting schedule for the new Vericel (VCEL) RSUs granted to the CEO?

The 73,000 RSUs granted to Vericel’s CEO vest in four annual installments. The initial tranche vests on February 19, 2027, with additional installments vesting on February 19 in 2028, 2029, and 2030, creating a multi-year equity incentive.

Did the Vericel (VCEL) CEO dispose of any shares in this Form 4 filing?

Yes. On February 18, 2026, 5,657 shares of common stock were disposed of at $37.41 per share. Footnotes explain these shares were withheld by Vericel to satisfy tax withholding obligations related to the vesting of restricted stock units, not an open-market sale.

How were Vericel (VCEL) CEO RSUs and phantom stock units treated in this filing?

Certain RSUs vested and either converted into common stock or into phantom stock units under Vericel’s Deferred Compensation Plan. The phantom units are payable only in shares of common stock on the CEO’s elected benefit distribution date, deferring receipt of part of his equity compensation.

What fair market value per share was used for Vericel (VCEL) vested awards?

The filing states a fair market value of $37.41 per share for the vested derivative securities. This value was used when calculating the number of shares (5,657) withheld to cover associated tax obligations on the CEO’s vesting restricted stock units.