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COO at Vericel (VCEL) gains stock through RSU vesting and tax withholding

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

Rhea-AI Filing Summary

Vericel Corp Chief Operating Officer Michael Halpin reported equity compensation activity involving Restricted Stock Units (RSUs) and common stock on February 24, 2026. RSU vesting led to multiple exercises (coded “M”), each for 5,250 units or shares at a price of $0.00 per share, increasing his direct holdings in both RSUs and common stock.

The filing shows common shares withheld in two “F”-coded transactions for 2,486 shares each, at fair market values of $38.09 and $38.25 per share, to satisfy tax withholding obligations. After these transactions, Halpin directly held 26,385 shares of Vericel common stock, along with RSU awards that continue to vest annually through February 2029.

Positive

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Negative

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Insider Halpin Michael
Role Chief Operating Officer
Type Security Shares Price Value
Exercise Restricted Stock Unit 5,250 $0.00 --
Exercise Restricted Stock Unit 5,250 $0.00 --
Exercise Common Stock 5,250 $0.00 --
Tax Withholding Common Stock 2,486 $38.09 $95K
Exercise Common Stock 5,250 $0.00 --
Tax Withholding Common Stock 2,486 $38.25 $95K
Holdings After Transaction: Restricted Stock Unit — 15,750 shares (Direct); Common Stock — 26,107 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*
Halpin Michael
(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 Operating 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 5,250 A $0(1) 26,107(2) D
Common Stock 02/24/2026 F 2,486(3) D $38.09 23,621(2) D
Common Stock 02/24/2026 M 5,250 A $0(4) 28,871(2) D
Common Stock 02/24/2026 F 2,486(3) D $38.25 26,385(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 5,250 (1) (6) Common Stock 5,250 (7) 15,750 D
Restricted Stock Unit (5) 02/24/2026 M 5,250 (4) (6) Common Stock 5,250 (8) 10,500 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 Michael Halpin 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.
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Source: View Original Filing on SEC EDGAR