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Vericel (VCEL) CFO logs RSU vesting and tax withholding share dispositions

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

Rhea-AI Filing Summary

Vericel Corp’s Chief Financial Officer Mara Joseph Anthony Jr reported equity compensation activity rather than open-market trading. On February 24, 2026, restricted stock units vested and were converted into common stock, with blocks of 4,625 shares each delivered. In connection with these vestings, 1,358 shares were withheld in two separate transactions at fair market values of $38.09 and $38.25 per share to cover tax obligations. Following these transactions, Anthony continued to hold common stock directly.

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Insider Mara Joseph Anthony Jr
Role Chief Financial Officer
Type Security Shares Price Value
Exercise Restricted Stock Unit 4,625 $0.00 --
Exercise Restricted Stock Unit 4,625 $0.00 --
Exercise Common Stock 4,625 $0.00 --
Tax Withholding Common Stock 1,358 $38.09 $52K
Exercise Common Stock 4,625 $0.00 --
Tax Withholding Common Stock 1,358 $38.25 $52K
Holdings After Transaction: Restricted Stock Unit — 13,875 shares (Direct); Common Stock — 23,995 shares (Direct)
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 February 20, 2025. The remaining RSUs will vest in annual installments on February 20, 2027, February 20, 2028, and February 20, 2029, respectively. 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). These shares were withheld by the Issuer to satisfy the tax withholding requirements in connection with the vesting of RSUs. 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 22, 2024. The remaining RSUs will vest in annual installments on February 22, 2027, and February 22, 2028, respectively. Each RSU represents a contingent right to receive one share of common stock of Vericel Corporation. No expiration date for this type of award. The Fair Market Value of the vested derivative securities is $38.09 per share. The Fair Market Value of the vested derivative securities is $38.25 per share.
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*
Mara Joseph Anthony Jr
(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 Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026
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 02/24/2026 M 4,625 A $0(1) 23,995(2) D
Common Stock 02/24/2026 F 1,358(3) D $38.09 22,637(2) D
Common Stock 02/24/2026 M 4,625 A $0(4) 27,262(2) D
Common Stock 02/24/2026 F 1,358(3) D $38.25 25,904(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) 02/24/2026 M 4,625 (1) (6) Common Stock 4,625 (7) 13,875 D
Restricted Stock Unit (5) 02/24/2026 M 4,625 (4) (6) Common Stock 4,625 (8) 9,250 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 20, 2025. The remaining RSUs will vest in annual installments on February 20, 2027, February 20, 2028, and February 20, 2029, respectively.
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 22, 2024. The remaining RSUs will vest in annual installments on February 22, 2027, and February 22, 2028, respectively.
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 $38.09 per share.
8. The Fair Market Value of the vested derivative securities is $38.25 per share.
/s/ Sean Flynn, as Attorney-in-Fact for Joseph Mara 02/26/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did Vericel (VCEL) report for its CFO?

Vericel’s CFO, Mara Joseph Anthony Jr, reported RSU vesting and related tax withholding. Restricted stock units converted into common shares, and some shares were withheld by the company to satisfy tax obligations, rather than sold in the open market.

How many Vericel shares vested for the CFO in this Form 4?

Blocks of 4,625 restricted stock units vested and converted into Vericel common stock. These RSUs were granted in February 2024 and February 2025, with remaining units scheduled to vest in future annual installments, according to the disclosed vesting schedules.

Were any of the Vericel CFO’s reported transactions open-market sales?

The reported dispositions were tax-withholding transactions, not open-market sales. Shares were withheld by Vericel to cover tax liabilities triggered by RSU vesting, as described in the footnotes, rather than sold by the CFO through the market.

What prices were used for Vericel’s RSU tax-withholding transactions?

The tax-withholding dispositions used fair market values of $38.09 and $38.25 per share. These values reflect the fair market value of the vested derivative securities at the time of RSU vesting, as specifically noted in the filing footnotes.

How did the RSU vesting affect the Vericel CFO’s share ownership?

RSU vesting increased the CFO’s common stock holdings through share delivery, while some shares were withheld for taxes. After the reported transactions, the CFO continued to hold Vericel common stock directly, with updated share balances disclosed in the Form 4 tables.

What future vesting does the Vericel CFO have from these RSU grants?

Remaining RSUs from the February 20, 2025 grant will vest on February 20, 2027, 2028, and 2029. Remaining RSUs from the February 22, 2024 grant will vest on February 22, 2027 and 2028, according to the vesting schedules described in the footnotes.