Vericel (NASDAQ: VCEL) officer details 2,625 RSU vesting and tax withholding

Rhea-AI Filing Summary

Vericel Corporation’s chief human resources officer reported the vesting of equity awards on July 22, 2025. Restricted stock units granted on July 22, 2024 converted into 2,625 shares of common stock, with the issuer withholding 771 shares to satisfy tax obligations at a fair market value of $37.98 per share. After these transactions, the officer directly owns 1,854 common shares and 7,875 restricted stock units, each RSU representing the right to receive one Vericel share. The remaining RSUs from this grant are scheduled to vest in annual installments on July 22, 2026, July 22, 2027, and July 22, 2028.

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^*

Mahoney Karen

(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 Human Resources Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/22/2025

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	07/22/2025		M		2,625	A	$0(1)	2,625	D
Common Stock	07/22/2025		F		771(2)	D	$37.98	1,854	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	(3)	07/22/2025		M		2,625		(1)	(4)	Common Stock	2,625	(5)	7,875	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 July 22, 2024. The remaining RSUs will vest in annual installments on July 22, 2026, July 22, 2027, and July 22, 2028, respectively.

2. These shares were withheld by the Issuer to satisfy the tax withholding requirements in connection with the vesting of RSUs.

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

4. No expiration date for this type of award.

5. The Fair Market Value of the vested derivative securities is $37.98 per share.

	/s/ Sean Flynn, as Attorney-in-Fact for Karen Mahoney	12/12/2025
	** 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 insider transaction did Vericel (VCEL) report on July 22, 2025?

Vericel reported that its chief human resources officer had restricted stock units (RSUs) vest, converting into 2,625 shares of common stock on July 22, 2025.

How many Vericel (VCEL) shares were withheld for taxes in this Form 4 filing?

The issuer withheld 771 shares of common stock to satisfy tax withholding requirements related to the RSU vesting, using a fair market value of $37.98 per share.

How many Vericel (VCEL) shares and RSUs does the officer hold after this transaction?

Following the reported transactions, the officer directly owns 1,854 shares of Vericel common stock and 7,875 restricted stock units.

What is the vesting schedule for the remaining Vericel (VCEL) RSUs?

The remaining RSUs from the July 22, 2024 grant will vest in annual installments on July 22, 2026, July 22, 2027, and July 22, 2028.

What does each Vericel (VCEL) RSU represent in this insider filing?

Each restricted stock unit reported in the filing represents a contingent right to receive one share of Vericel Corporation common stock, with no stated expiration date for this type of award.