VCEL Form 4: Jonathan Siegal RSU Vesting and Tax Withholding

Rhea-AI Filing Summary

Jonathan Siegal, Principal Accounting Officer of Vericel Corporation (VCEL), reported securities transactions dated 09/30/2025. He received 938 shares upon vesting of restricted stock units originally granted on 09/30/2021, with a stated fair market value of $31.47 per share. To satisfy tax withholding on the vesting, 370 shares were withheld by the issuer at that same $31.47 value. The filing shows 2,440 shares beneficially owned after the RSU vesting and 2,070 shares beneficially owned following the withholding transaction. The report was signed by an attorney-in-fact on behalf of Mr. Siegal on 10/02/2025.

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).

1. Name and Address of Reporting Person^*

SIEGAL JONATHAN

(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)
	Principal Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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	09/30/2025		M		938	A	$0(1)	2,440(2)	D
Common Stock	09/30/2025		F		370(3)	D	$31.47	2,070(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	(4)	09/30/2025		M		938		(1)	(5)	Common Stock	938	(6)	0	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 September 30, 2021.

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

5. No expiration date for this type of award.

6. The Fair Market Value of the vested derivative securities is $31.47 per share.

	/s/ Sean Flynn, as Attorney-in-Fact for Jonathan Siegal	10/02/2025
	** 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 transactions did Jonathan Siegal report on Form 4 for VCEL?

He reported the vesting of 938 Restricted Stock Units on 09/30/2025 and the withholding of 370 shares to cover tax obligations related to that vesting.

How many VCEL shares does Jonathan Siegal beneficially own after these transactions?

The filing shows 2,440 shares following the RSU vesting and 2,070 shares following the tax-withholding transaction.

What was the fair market value used for the vested RSUs in the Form 4?

The Form 4 states a fair market value of $31.47 per share for the vested RSUs.

Were the acquired shares from any employee plans?

Yes. The filing states the vested shares arose from RSUs granted on 09/30/2021, and some shares included purchases through the issuer's 2015 Employee Stock Purchase Plan.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by /s/ Sean Flynn, as Attorney-in-Fact for Jonathan Siegal on 10/02/2025.