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Vericel legal chief Sean C. Flynn sells 15,000 shares

The options called for 25% vesting on November 4, 2020, then equal quarterly installments over three years, contingent on continued service.

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Form Type
4

Rhea-AI Filing Summary

Vericel Corp's Chief Legal Officer Sean C. Flynn exercised options to acquire 15,000 shares on November 5, 2026, at an exercise price of $16.25 per share, then sold 15,000 common shares at $51.92 per share that day. The sale was an automatic sale under a Rule 10b5-1 trading plan adopted December 2, 2025. Following the exercise, his reported options covered 40,000 shares and had an expiration date of November 4, 2029.

Insider Flynn Sean C.
Role Chief Legal Officer
Sold 15,000 shs ($779K)
Approx. gross sale proceeds $779K
Approx. exercise cost $244K
Approx. pre-tax spread $535K
Share of Position Sold 88.3%
Type Security Shares Price Value
Exercise Stock Option (Right to Buy) F3 15,000 $0.00 $0.00
Exercise Common Stock F1 15,000 $16.25 $244K
Sale Common Stock F2, F1 15,000 $51.92 $779K
Holdings After Transaction: Stock Option (Right to Buy) — 40,000 contracts (Direct); Common Stock — 1,990 shares (Direct)
Holdings Before and After: Stock Option (Right to Buy), 25,000 to 40,000 contracts (Direct); Common Stock, 1,990 to 1,990 shares (Direct)
Other Insiders: 2 other insiders reported open-market sales of this stock in the 30 days up to this filing.
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 150,000 shares, became exercisable on November 4, 2020, the first anniversary of the date of grant, with 25% vesting and the remaining 75% vesting in equal quarterly installments over three years thereafter, contingent upon continued service to the Company.
Options exercised 15,000 shares November 5, 2026
Exercise price $16.25 per share Options exercised November 5, 2026
Common shares sold 15,000 shares November 5, 2026
Sale price $51.92 per share November 5, 2026
Options following exercise 40,000 shares Reported following the November 5, 2026 exercise
Option expiration November 4, 2029 Options reported in the transaction
Rule 10b5-1 plan adoption December 2, 2025 Plan for the reported sale
Rule 10b5-1 trading plan regulatory
"automatic sale pursuant to a Rule 10b5-1 trading plan"
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.
2015 Employee Stock Purchase Plan financial
"Issuer's 2015 Employee Stock Purchase Plan"
Rule 16b-3(d) regulatory
"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.
Rule 16b-3(c) regulatory
"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.

How many VCEL shares did Sean C. Flynn sell, and at what price?

Sean C. Flynn sold 15,000 common shares at $51.92 per share on November 5, 2026. The sale was automatic under a Rule 10b5-1 trading plan adopted December 2, 2025.

What vesting schedule applied to Sean C. Flynn's VCEL options?

The options represented the right to purchase 150,000 shares and became exercisable November 4, 2020, the first anniversary of the grant date. 25% vested then, with the remaining 75% vesting in equal quarterly installments over three years, contingent on continued service.

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

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SEC Form 4
FORM 4UNITED 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*
Flynn Sean C.

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Legal Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
11/05/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock11/05/2026M15,000A$16.2516,990(1)D
Common Stock11/05/2026S15,000D(2)$51.921,990(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)$16.2511/05/2026M15,000 (3)11/04/2029Common Stock15,000$040,000D
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 150,000 shares, became exercisable on November 4, 2020, the first anniversary of the date of grant, with 25% vesting and the remaining 75% vesting in equal quarterly installments over three years thereafter, contingent upon continued service to the Company.
/s/ Sean Flynn11/06/2026
** Signature of Reporting PersonDate
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)

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