Vericel (NASDAQ: VCEL) COO awarded new stock options and RSUs

Rhea-AI Filing Summary

Vericel Corporation’s Chief Operating Officer Michael Halpin reported equity compensation and related share movements. On February 19, 2026, he was granted stock options for 52,500 shares and 21,000 Restricted Stock Units (RSUs), all held directly. These 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, RSUs granted in 2022 and 2023 vested, converting into common stock. In connection with these vestings, the company withheld 2,486 shares at a fair market value of $36.82 per share and 1,812 shares at $37.41 per share to cover tax obligations. These transactions reflect compensation vesting and tax withholding rather than open-market buying or selling.

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^*

Halpin Michael

(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 Operating 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		5,250	A	$0(1)	21,330(2)	D
Common Stock	02/18/2026		F		2,486(3)	D	$36.82	18,844(2)	D
Common Stock	02/18/2026		M		3,825	A	$0(4)	22,669(2)	D
Common Stock	02/18/2026		F		1,812(3)	D	$37.41	20,857(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		5,250		(1)	(6)	Common Stock	5,250	(7)	5,250	D
Restricted Stock Unit	(5)	02/18/2026		M		3,825		(4)	(6)	Common Stock	3,825	(8)	0	D
Stock Option (Right to Buy)	$38.17	02/19/2026		A		52,500		(9)	02/19/2036	Common Stock	52,500	$0	52,500	D
Restricted Stock Unit	(5)	02/19/2026		A		21,000		(10)	(6)	Common Stock	21,000	$0	21,000	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, as Attorney-in-Fact for Michael Halpin	02/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** 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 its COO Michael Halpin?

Vericel granted COO Michael Halpin 52,500 stock options and 21,000 RSUs on February 19, 2026. The options vest quarterly over four years and the RSUs vest annually from 2027 through 2030, representing ongoing long-term incentive compensation.

How and when do Michael Halpin’s new Vericel stock options and RSUs vest?

Halpin’s 52,500 stock options start vesting on February 19, 2026 in equal quarterly installments over four years. His 21,000 RSUs vest in four annual installments from February 19, 2027 through February 19, 2030, aligning with multi-year service.

What Vericel RSU vesting activity did Michael Halpin report in this Form 4?

The filing shows RSUs granted in 2022 and 2023 vested on February 18, 2026, converting into Vericel common stock. Each RSU represents a contingent right to receive one share of Vericel common stock upon vesting, increasing Halpin’s direct share ownership.

Why were Vericel shares withheld from Michael Halpin on February 18, 2026?

Vericel withheld 2,486 shares at $36.82 and 1,812 shares at $37.41 from Halpin’s vested shares to cover tax withholding obligations. This tax-withholding disposition is a non-open-market transaction used to satisfy required tax liabilities on equity vesting.

Does Michael Halpin’s Vericel Form 4 show open-market stock purchases or sales?

The Form 4 reflects equity grants, RSU vesting, derivative exercises, and tax-withholding dispositions, not open-market trades. Code F transactions indicate shares delivered to Vericel to satisfy tax obligations arising from RSU vesting, rather than discretionary market buying or selling.