RSU vesting boosts Vericel (VCEL) officer Siegal’s shareholding

Rhea-AI Filing Summary

Vericel Corporation’s Principal Accounting Officer, Jonathan Siegal, reported equity award activity involving restricted stock units (RSUs) and common stock. On February 24, 2026, he acquired 1,540 and 1,875 shares of common stock upon vesting of previously granted RSUs.

To cover tax obligations from these vestings, 627 and 738 shares of common stock were withheld by the company at fair market values of $38.09 and $38.25 per share. Following these transactions, Siegal directly owned 5,847 shares of Vericel common stock, along with remaining unvested RSUs scheduled to vest in future years.

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

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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^*

SIEGAL JONATHAN

(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)
	Principal Accounting 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		1,540	A	$0(1)	5,337(2)	D
Common Stock	02/24/2026		F		627(3)	D	$38.09	4,710(2)	D
Common Stock	02/24/2026		M		1,875	A	$0(4)	6,585(2)	D
Common Stock	02/24/2026		F		738(3)	D	$38.25	5,847(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		1,540		(1)	(6)	Common Stock	1,540	(7)	4,620	D
Restricted Stock Unit	(5)	02/24/2026		M		1,875		(4)	(6)	Common Stock	1,875	(8)	3,750	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 Jonathan Siegal	02/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Vericel (VCEL) officer Jonathan Siegal report in this Form 4?

Jonathan Siegal reported RSU vesting and related share withholdings. He acquired common stock from vested restricted stock units and had some shares withheld by Vericel to satisfy tax obligations, updating his direct ownership position in the company.

How many Vericel (VCEL) shares did Siegal acquire from RSU vesting?

Siegal acquired 1,540 and 1,875 Vericel common shares through RSU vesting. These shares resulted from previously granted restricted stock units that converted into common stock as they vested on February 24, 2026, increasing his equity stake before tax withholdings.

Were any of Siegal’s Vericel (VCEL) shares sold on the open market?

The filing shows no open-market sales; dispositions were for tax withholding. Vericel withheld 627 and 738 shares of common stock to cover tax liabilities triggered by RSU vesting, rather than Siegal selling shares in discretionary market transactions.

What prices were used to withhold Vericel (VCEL) shares for taxes?

The withheld shares were valued at $38.09 and $38.25 per share. These fair market values were applied to shares Vericel retained to satisfy tax withholding requirements related to the vesting of Siegal’s restricted stock units on February 24, 2026.

How many Vericel (VCEL) shares does Siegal own after these transactions?

After the reported transactions, Siegal directly owned 5,847 Vericel common shares. This figure reflects shares received from RSU vesting, net of those withheld for taxes, and represents his updated direct ownership position as disclosed in the Form 4.

Do Siegal’s Vericel (VCEL) RSUs continue to vest in the future?

Yes, the footnotes state remaining RSUs will vest in future annual installments. These RSUs, granted in 2024 and 2025, are scheduled to vest on specified February dates in later years, providing additional potential common stock subject to continued vesting.