Vericel (VCEL) CLO trades 21,421 shares under Rule 10b5-1 plan

Rhea-AI Filing Summary

Vericel Corp’s Chief Legal Officer Sean C. Flynn exercised options for 15,000 shares and sold a total of 21,421 common shares of VCEL on March 2, 2026. The sales, executed at prices around $34.75 and $35.36, were made under an automatic Rule 10b5-1 trading plan adopted on December 2, 2025. Following these transactions, Flynn directly held 1,262 common shares and 85,000 option-based rights.

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

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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).

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)

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 Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		S		6,421	D(1)	$34.75	1,262(2)	D
Common Stock	03/02/2026		M		15,000	A	$16.25	16,262(2)	D
Common Stock	03/02/2026		S		15,000	D(1)	$35.36	1,262(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
Stock Option (Right to Buy)	$16.25	03/02/2026		M		15,000		(3)	11/04/2029	Common Stock	15,000	$0	85,000	D

Explanation of Responses:

1. 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.

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 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 Flynn	03/04/2026
	** 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.

FAQ

What insider transactions did Vericel (VCEL) report for Sean C. Flynn?

Vericel reported that Chief Legal Officer Sean C. Flynn exercised options for 15,000 shares and sold 21,421 common shares on March 2, 2026. These trades combined option exercises with open-market sales under a pre-arranged Rule 10b5-1 trading plan.

How many Vericel (VCEL) shares did Sean C. Flynn sell and at what prices?

Sean C. Flynn sold 21,421 Vericel common shares in two open-market transactions at prices of $34.75 and $35.36 per share. These planned sales occurred on March 2, 2026 under a Rule 10b5-1 trading plan he previously adopted.

Did Sean C. Flynn use a Rule 10b5-1 plan for his Vericel (VCEL) stock sales?

Yes. The filing states Flynn’s sales were automatic under a Rule 10b5-1 trading plan adopted on December 2, 2025. Such plans pre-schedule trades, aiming to separate trading decisions from nonpublic information and provide clearer structure for insider transactions.

How many Vericel (VCEL) shares does Sean C. Flynn own after these transactions?

After the reported transactions, Sean C. Flynn directly held 1,262 shares of Vericel common stock and 85,000 stock options. These figures come from the post-transaction ownership totals disclosed for his non-derivative and derivative holdings in the Form 4.

What options did Sean C. Flynn exercise in the Vericel (VCEL) Form 4 filing?

Flynn exercised stock options covering 15,000 shares, originally part of a grant for 150,000 shares. The filing explains these options became exercisable beginning November 4, 2020, vesting 25% at one year and the remaining 75% in equal quarterly installments over three years.

What role does Sean C. Flynn hold at Vericel (VCEL) in this Form 4?

In this Form 4, Sean C. Flynn is identified as Vericel’s Chief Legal Officer. The reported transactions reflect his personal direct holdings in both stock options and common shares, including option exercises and open-market sales executed under a Rule 10b5-1 trading plan.