Vericel (VCEL) director reports RSU vesting and new stock option awards

Rhea-AI Filing Summary

Vericel Corp director Robert L. Zerbe, M.D. reported equity compensation activity with no open-market buying or selling. On April 29, 2026, 3,200 Restricted Stock Units (RSUs) vested and were exercised into 3,200 shares of Vericel common stock, bringing his direct common stock holdings to 32,995 shares.

On the same date, he received new equity awards: a grant of 3,200 RSUs, each representing a contingent right to one share of common stock, that vest 100% on the earlier of April 29, 2027 or the first Annual Meeting of Stockholders following April 29, 2026, and a grant of stock options for 8,000 shares of common stock at an exercise price of $33.43 per share, vesting monthly over one year and expiring on April 29, 2036.

Insights

Equity compensation analyst

Director received routine equity awards and exercised RSUs, with no market trades.

The filing shows Robert L. Zerbe, M.D., a director of Vericel Corp, acquiring equity entirely through compensation mechanisms. A 3,200-share RSU grant vested into common stock, and he received new grants of 3,200 RSUs and 8,000 stock options at an exercise price of $33.43 per share.

After these transactions, he directly holds 32,995 common shares plus unexercised options and unvested RSUs from this filing. Because there were no open-market purchases or sales and the awards follow typical vesting schedules through the earlier of specified annual meeting dates or a one-year vesting period, the informational value for investors is modest and consistent with normal director compensation practices.

Insider Trade Summary

3,200 shares exercised/converted

Mixed 4 txns

Insider ZERBE ROBERT L MD

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 — 32,995 shares (Direct, null)

Footnotes (1)

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 April 30, 2025. 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.

Key Figures

RSUs vested into common stock: 3,200 shares Common shares held after transactions: 32,995 shares New RSU grant size: 3,200 RSUs +3 more

6 metrics

RSUs vested into common stock 3,200 shares RSUs granted April 30, 2025 vested on April 29, 2026

Common shares held after transactions 32,995 shares Director’s direct holdings following April 29, 2026 activity

New RSU grant size 3,200 RSUs Vest on earlier of April 29, 2027 or next Annual Meeting after April 29, 2026

New stock options granted 8,000 options Stock Option (Right to Buy) granted April 29, 2026

Stock option exercise price $33.43 per share Conversion or exercise price for 8,000-share option grant

Stock option expiration April 29, 2036 Expiration date of 8,000-share option grant

Key Terms

Restricted Stock Unit, RSUs, contingent right, Stock Option (Right to Buy), +1 more

5 terms

Restricted Stock Unit financial

"The shares of common stock were acquired by the Reporting Person as a result of the vesting of Restricted Stock Units (RSUs)"

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.

RSUs financial

"These RSUs vest 100% on the earlier of April 30, 2026, or the date of the first Annual Meeting of Stockholders"

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

contingent right financial

"Each RSU represents a contingent right to receive one share of common stock"

Stock Option (Right to Buy) financial

"Stock Option (Right to Buy) with an exercise price of 33.4300"

Annual Meeting of Stockholders financial

"the earlier of April 29, 2027, or the date of the first Annual Meeting of Stockholders following April 29, 2026"

Form 4 Insider Transactions: What Each Field Means →

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^*

ZERBE ROBERT L MD

(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)

X	Director		10% 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)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/29/2026		M		3,200	A	(1)	32,995	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	(2)	04/29/2026		M		3,200		(3)	(4)	Common Stock	3,200	$0	0	D
Stock Option (Right to Buy)	$33.43	04/29/2026		A		8,000		(5)	04/29/2036	Common Stock	8,000	$0	8,000	D
Restricted Stock Unit	(2)	04/29/2026		A		3,200		(6)	(4)	Common Stock	3,200	$0	3,200	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 April 30, 2025.

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

3. 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.

4. No expiration date for this type of award.

5. The option vests over a 1-year period, in equal monthly increments, contingent upon continued service to the Company.

6. 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 Robert Zerbe	05/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did Vericel (VCEL) director Robert L. Zerbe report?

Director Robert L. Zerbe reported equity compensation activity only. 3,200 Restricted Stock Units vested into 3,200 common shares, and he received new grants of 3,200 RSUs and stock options for 8,000 shares at a $33.43 exercise price.

Did the Vericel (VCEL) director buy or sell shares on the open market?

No open-market trades occurred in this filing. All activity reflects equity compensation: RSUs vesting into 3,200 common shares and new grants of 3,200 RSUs and 8,000 stock options, rather than discretionary market purchases or sales.

How many Vericel (VCEL) shares does the director hold after these transactions?

Following the reported transactions, Robert L. Zerbe directly holds 32,995 shares of Vericel common stock. This total reflects the addition of 3,200 shares received from vested RSUs on April 29, 2026, as disclosed in the Form 4 filing.

What are the terms of the new Vericel (VCEL) stock options granted to the director?

The new stock options cover 8,000 Vericel common shares at an exercise price of $33.43 per share. They vest over one year in equal monthly increments, contingent on continued service, and are scheduled to expire on April 29, 2036.

When do the newly granted Vericel (VCEL) RSUs to the director vest?

The newly granted 3,200 Restricted Stock Units vest 100% on the earlier of April 29, 2027, or the date of the first Annual Meeting of Stockholders following April 29, 2026. Each RSU converts into one share of Vericel common stock upon vesting.

How were the 3,200 Vericel (VCEL) common shares acquired in this Form 4?

The 3,200 common shares were acquired automatically through vesting of RSUs granted on April 30, 2025. Each RSU represented a contingent right to receive one Vericel common share, and vesting triggered the share issuance to the director.