Vericel COO exercises options and sells shares

Vericel Corp Chief Operating Officer Michael Halpin exercised stock options to acquire 10,000 shares of common stock at an exercise price of $16.66 per share, then sold 10,000 shares at $46.84 per share on August 3, 2026.

Rhea-AI Filing Summary

Vericel Corp Chief Operating Officer Michael Halpin exercised stock options to acquire 10,000 shares of common stock at an exercise price of $16.66 per share, then sold 10,000 shares at $46.84 per share on August 3, 2026.

The options exercised are part of a grant originally covering 76,250 shares that vested quarterly beginning May 6, 2019, with 26,250 options reported remaining outstanding. The sale was executed automatically under a Rule 10b5-1 trading plan adopted on December 2, 2025, and Halpin’s direct holdings include shares acquired under Vericel’s 2015 Employee Stock Purchase Plan.

Insider Trade Summary 10b5-1

Exercise and Sale: 10,000 shares ($302K approx. pre-tax spread)

Exercise and Sale 3 txns

Insider Halpin Michael

Role Chief Operating Officer

Sold 10,000 shs ($468K)

Approx. gross sale proceeds $468K

Approx. exercise cost $167K

Approx. pre-tax spread $302K

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy) F3	10,000	$0.00	$0.00
Exercise	Common Stock F1	10,000	$16.66	$167K
Sale	Common Stock F2, F1	10,000	$46.84	$468K

Holdings After Transaction: Stock Option (Right to Buy) — 26,250 contracts (Direct); Common Stock — 16,394 shares (Direct)

Footnotes (3)

1. F1. 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).
2. F2. The sales reported in this Form 4 were effected by an automatic sale pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 2, 2025.
3. F3. These options, representing the right to purchase 76,250 shares, became exercisable in equal quarterly installments, contingent upon continued service to the Company, with the first vesting date on May 6, 2019, which was one quarter after the date on which the option was granted.

Key Figures

Options exercised: 10,000 shares Exercise price: $16.66 per share Shares sold: 10,000 shares +4 more

7 metrics

Options exercised 10,000 shares Stock options exercised by COO Michael Halpin on August 3, 2026

Exercise price $16.66 per share Exercise price for 10,000 stock options converted into common stock

Shares sold 10,000 shares Common shares sold in a sale transaction on August 3, 2026

Sale price $46.84 per share Per-share price for the 10,000 Vericel common shares sold

Options originally granted 76,250 shares Size of option grant vesting quarterly beginning May 6, 2019

Options remaining 26,250 shares Stock options reported as remaining after the 10,000-share exercise

10b5-1 plan adoption date December 2, 2025 Date Michael Halpin adopted the Rule 10b5-1 trading plan governing the sale

Key Terms

Rule 10b5-1 trading plan, Employee Stock Purchase Plan, Rule 16b-3(d), Stock Option (Right to Buy), +1 more

5 terms

Rule 10b5-1 trading plan financial

"automatic sale pursuant to a Rule 10b5-1 trading plan adopted"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

Employee Stock Purchase Plan financial

"shares acquired pursuant to the Issuer's 2015 Employee Stock Purchase Plan"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

Rule 16b-3(d) financial

"transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c)"

Rule 16b-3(d) is a narrow SEC safe-harbor that shields company insiders (officers, directors and large shareholders) from liability for short‑swing profits when their buys or sells of company stock are made under a pre-established, written plan or contract that removes the insider’s ability to time trades. For investors, this matters because it permits predictable, automated insider transactions — like scheduled sales for diversification or payroll withholding — without triggering forced disgorgement, so such planned trades are treated differently from opportunistic insider trading.

Stock Option (Right to Buy) financial

"Stock Option (Right to Buy) representing the right to purchase 76,250 shares"

Rule 16b-3(c) financial

"transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c)"

An SEC rule that lets corporate insiders avoid automatic "short‑swing" profit recovery when they buy or sell their company’s stock under a pre‑approved, written plan that meets specific conditions. For investors, it matters because it clarifies when insider trades are treated as routine, reducing legal uncertainty and helping distinguish trades made for ordinary compensation or pre‑planned reasons from those that might signal opportunistic or timely insider advantage.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Vericel Corp (VCEL) report for COO Michael Halpin?

COO Michael Halpin exercised options for 10,000 shares of Vericel common stock at $16.66 per share and sold 10,000 shares at $46.84 per share on August 3, 2026, in a same-day exercise-and-sale sequence.

At what prices did Vericel Corp (VCEL) COO Michael Halpin exercise and sell shares?

Michael Halpin exercised stock options at an exercise price of $16.66 per share and sold 10,000 Vericel common shares at $46.84 per share, reflecting a transaction where the sale price significantly exceeded the option exercise price on August 3, 2026.

How many Vericel Corp (VCEL) stock options does Michael Halpin still hold after these transactions?

After exercising options for 10,000 shares, Michael Halpin is reported as holding 26,250 Vericel stock options from this grant. The original option award covered 76,250 shares, vesting in equal quarterly installments starting May 6, 2019, contingent on continued service.

Were Michael Halpin’s Vericel Corp (VCEL) share sales under a Rule 10b5-1 plan?

Yes. The reported Vericel share sale was effected by an automatic sale under a Rule 10b5-1 trading plan adopted by Michael Halpin on December 2, 2025, indicating the trade followed a pre-established instruction rather than discretionary timing.

What do the footnotes reveal about Michael Halpin’s Vericel Corp (VCEL) share holdings?

Footnotes state Halpin’s direct Vericel holdings include shares acquired through the company’s 2015 Employee Stock Purchase Plan, and that the options exercised were part of a 76,250-share grant vesting quarterly beginning May 6, 2019, subject to continued service.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/05/2026 - 04:06 PM Accepted by SEC EDGAR 08/05/2026 - 04:05 PM Learn about SEC filing dates

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).

X

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)

25 BLUE SKY DRIVE

(Street)

BURLINGTON MASSACHUSETTS 01803

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2026

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	08/03/2026		M		10,000	A	$16.66	26,394(1)	D
Common Stock	08/03/2026		S		10,000	D(2)	$46.84	16,394(1)	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
Stock Option (Right to Buy)	$16.66	08/03/2026		M		10,000		(3)	02/06/2029	Common Stock	10,000	$0	26,250	D

Explanation of Responses:

1. 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).

2. The sales reported in this Form 4 were effected by an automatic sale pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 2, 2025.

3. These options, representing the right to purchase 76,250 shares, became exercisable in equal quarterly installments, contingent upon continued service to the Company, with the first vesting date on May 6, 2019, which was one quarter after the date on which the option was granted.

	/s/ Sean Flynn, as Attorney-in-Fact for Michael Halpin	08/05/2026
	** 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)