Vericel (VCEL) CMO logs RSU vesting, phantom stock and tax share withholdings

Rhea-AI Filing Summary

Vericel Corp Chief Medical Officer Jonathan Mark Hopper reported multiple equity compensation transactions tied to restricted stock units (RSUs). On the transaction date, several RSU awards vested and were converted to common stock, and some RSUs were deferred into phantom stock under Vericel’s Deferred Compensation Plan. The company withheld 1,335 and 636 shares of common stock to satisfy tax obligations at fair market values of $38.09 and $38.25 per share. Following these transactions, Hopper directly owned 75,556 shares of Vericel common stock.

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^*

Hopper Jonathan Mark

(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 Medical 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(1)	02/24/2026		M		350	A	(2)	71,377(3)	D
Common Stock	02/24/2026		M		3,150	A	$0(4)	74,527(3)	D
Common Stock	02/24/2026		F		1,335(5)	D	$38.09	73,192(3)	D
Common Stock(1)	02/24/2026		M		1,500	A	(6)	74,692(3)	D
Common Stock	02/24/2026		M		1,500	A	$0(7)	76,192(3)	D
Common Stock	02/24/2026		F		636	D	$38.25	75,556(3)	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	(8)	02/24/2026		M		350		(2)	(9)	Common Stock	350	(2)	13,650	D
Restricted Stock Unit	(8)	02/24/2026		M		3,150		(4)	(9)	Common Stock	3,150	(10)	10,500	D
Restricted Stock Unit	(8)	02/24/2026		M		1,500		(6)	(9)	Common Stock	1,500	(6)	7,500	D
Restricted Stock Unit	(8)	02/24/2026		M		1,500		(7)	(9)	Common Stock	1,500	(11)	6,000	D

Explanation of Responses:

1. The Restricted Stock Units (RSUs) converted to phantom stock units and are deferred under the Vericel Corporation Deferred Compensation Plan. The units will be payable only in shares of Common Stock upon the Reporting Person's elected Benefit Distribution Date.

2. 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 20, 2025. The remaining RSUs will vest on February 20, 2027, February 20, 2028, and February 20, 2029, respectively. Upon the vesting of RSUs granted to the Reporting Person on February 20, 2025, the Reporting Person deferred the receipt of 350 shares of Common Stock and instead received 350 shares of Phantom Stock pursuant to the Vericel Corporation Deferred Compensation Plan.

3. 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).

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 20, 2025. The remaining RSUs will vest on February 20, 2027, February 20, 2028, and February 20, 2029, respectively.

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

6. 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 on February 22, 2027, and February 22, 2028, respectively. Upon the vesting of RSUs granted to the Reporting Person on February 22, 2024, the Reporting Person deferred the receipt of 1,500 shares of Common Stock and instead received 1,500 shares of Phantom Stock pursuant to the Vericel Corporation Deferred Compensation Plan.

7. 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 on February 22, 2027, and February 22, 2028, respectively.

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

9. No expiration date for this type of award.

10. The Fair Market Value of the vested derivative securities is $38.09 per share.

11. The Fair Market Value of the vested derivative securities is $38.25 per share.

	/s/ Sean Flynn, as Attorney-in-Fact for Jonathan Hopper	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 insider transactions did Vericel (VCEL) report for Jonathan Mark Hopper?

Vericel’s Chief Medical Officer Jonathan Mark Hopper reported RSU vestings that converted into common stock and phantom stock. Some shares were withheld by the company to cover tax obligations, and his directly owned Vericel common stock increased to 75,556 shares after the transactions.

Were the Vericel (VCEL) insider transactions open-market buys or sales?

The transactions involved RSU vesting and derivative exercises, not open-market trades. Shares were acquired through equity awards, while certain shares were withheld by Vericel solely to satisfy tax withholding requirements associated with the vesting of those restricted stock units.

How many Vericel (VCEL) shares were withheld for Jonathan Hopper’s taxes?

Vericel withheld 1,335 and 636 shares of common stock from Jonathan Hopper to satisfy tax withholding obligations. These tax-withholding dispositions occurred in connection with the vesting of RSUs and were priced at fair market values of $38.09 and $38.25 per share.

What are phantom stock units in the Vericel (VCEL) Deferred Compensation Plan?

Phantom stock units are deferred units payable only in Vericel common shares at a future distribution date. Certain vested RSUs were converted into phantom stock under Vericel’s Deferred Compensation Plan instead of immediate share delivery, aligning compensation with future benefit distribution elections.

What does each Vericel (VCEL) restricted stock unit represent for Jonathan Hopper?

Each Vericel restricted stock unit represents a contingent right to receive one share of Vericel common stock. As RSUs vest over scheduled future dates, they either convert into common shares or, if elected, into phantom stock units under the company’s Deferred Compensation Plan.

When will remaining Vericel (VCEL) RSUs for Jonathan Hopper vest?

Unvested RSUs granted to Jonathan Hopper on February 20, 2025 are scheduled to vest on February 20, 2027, February 20, 2028, and February 20, 2029. Additional RSUs granted on February 22, 2024 will vest on February 22, 2027 and February 22, 2028, respectively.