STOCK TITAN

Vericel (NASDAQ: VCEL) director logs RSU conversion and new 8,000-share option grant

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Vericel Corp director Paul K. Wotton reported equity compensation activity rather than open-market trading. He exercised or converted 3,200 shares of Common Stock, bringing his direct holdings to 28,802 shares. The filing shows net share acquisitions only, with no reported sales.

Wotton also received new awards: 3,200 Restricted Stock Units and 8,000 stock options with a conversion or exercise price of $33.43 per share, expiring on April 29, 2036. The options vest over one year in equal monthly increments, while the RSUs vest 100% on the earlier of April 29, 2027 or the first annual stockholders meeting after April 29, 2026. Certain RSUs were deferred into Phantom Stock units under Vericel’s Deferred Compensation Plan and will be settled in shares of Common Stock at Wotton’s elected distribution date.

Positive

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Insider Wotton Paul K
Role null
Type Security Shares Price Value
Exercise Restricted Stock Unit 3,200 $0.00 --
Grant/Award Stock Option (Right to Buy) 8,000 $0.00 --
Grant/Award Restricted Stock Unit 3,200 $0.00 --
Exercise Common Stock 3,200 $0.00 --
Holdings After Transaction: Restricted Stock Unit — 0 shares (Direct, null); Stock Option (Right to Buy) — 8,000 shares (Direct, null); Common Stock — 28,802 shares (Direct, null)
Footnotes (1)
  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. Upon the vesting of RSUs granted to the Reporting Person on April 30, 2025, the Reporting Person deferred the receipt of 3,200 shares of Common Stock and instead received 3,200 shares of Phantom Stock pursuant to the Vericel Corporation Deferred Compensation Plan. Each RSU represents a contingent right to receive one share of common stock of Vericel Corporation. These RSUs vest 100% on the earlier of April 30, 2026, or the date of the first Annual Meeting of Stockholders following April 30, 2025. No expiration date for this type of award. The option vests over a 1-year period, in equal monthly increments, contingent upon continued service to the Company. These RSUs vest 100% on the earlier of April 29, 2027, or the date of the first Annual Meeting of Stockholders following April 29, 2026.
RSU exercise/conversion 3,200 shares Derivative exercise or conversion into Common Stock on April 29, 2026
Shares held after transaction 28,802 shares Direct Common Stock holdings following Form 4 transactions
New RSU grant 3,200 RSUs Restricted Stock Units tied to Common Stock, vesting by April 29, 2027
New stock options 8,000 options Stock Option (Right to Buy) grant on April 29, 2026
Option exercise price $33.43 per share Conversion or exercise price for 8,000-share option grant
Option expiration April 29, 2036 Expiration date for 8,000-share stock option grant
Restricted Stock Unit financial
"The filing includes transactions in securities titled "Restricted Stock Unit" as equity awards."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Phantom Stock units financial
"The Restricted Stock Units converted to Phantom Stock units and are deferred under the plan."
Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.
Deferred Compensation Plan financial
"Units are deferred under the Vericel Corporation Deferred Compensation Plan."
A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.
Stock Option (Right to Buy) financial
"One transaction involves a security titled "Stock Option (Right to Buy)"."
Benefit Distribution Date financial
"Units will be payable only in shares upon the elected Benefit Distribution Date."
SEC Form 4
FORM 4UNITED 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*
Wotton Paul K

(Last)(First)(Middle)
C/O VERICEL CORPORATION
64 SIDNEY STREET

(Street)
CAMBRIDGE MASSACHUSETTS 02139

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Vericel Corp [ VCEL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/29/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock(1)04/29/2026M3,200A(2)28,802D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(3)04/29/2026M3,200 (4) (5)Common Stock3,200(2)0D
Stock Option (Right to Buy)$33.4304/29/2026A8,000 (6)04/29/2036Common Stock8,000$08,000D
Restricted Stock Unit(3)04/29/2026A3,200 (7) (5)Common Stock3,200$03,200D
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. Upon the vesting of RSUs granted to the Reporting Person on April 30, 2025, the Reporting Person deferred the receipt of 3,200 shares of Common Stock and instead received 3,200 shares of Phantom Stock pursuant to the Vericel Corporation Deferred Compensation Plan.
3. Each RSU represents a contingent right to receive one share of common stock of Vericel Corporation.
4. These RSUs vest 100% on the earlier of April 30, 2026, or the date of the first Annual Meeting of Stockholders following April 30, 2025.
5. No expiration date for this type of award.
6. The option vests over a 1-year period, in equal monthly increments, contingent upon continued service to the Company.
7. These RSUs vest 100% on the earlier of April 29, 2027, or the date of the first Annual Meeting of Stockholders following April 29, 2026.
/s/ Sean Flynn, as Attorney-in-Fact for Paul Wotton05/01/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)