Vericel (NASDAQ: VCEL) CLO exercises options and sells 15K shares

Rhea-AI Filing Summary

Vericel Corp Chief Legal Officer Sean C. Flynn exercised options to acquire 15,000 shares of common stock at $16.25 per share and, on the same day, sold 15,000 shares at an average price of $40.21 per share. The sale was executed automatically under a pre-arranged Rule 10b5-1 trading plan adopted on December 2, 2025, indicating it was scheduled in advance. After these transactions, Flynn holds 1,647 common shares directly and 70,000 stock options exercisable at $16.25 per share that are scheduled to expire on November 4, 2029.

Insights

Equity compensation analyst

Routine option exercise-and-sale under a pre-set trading plan.

The filing shows Vericel’s Chief Legal Officer exercising stock options for 15,000 shares at $16.25 and selling the same number at about $40.21. This is a classic exercise-and-sell pattern that converts option value into cash.

The footnotes state the sales were made under a Rule 10b5-1 trading plan adopted on December 2, 2025, meaning trades were pre-scheduled rather than timed opportunistically. After the transactions, he retains 1,647 common shares and 70,000 options exercisable at $16.25 until November 4, 2029.

Insider Trade Summary 10b5-1

Net Seller: 15,000 shares ($603,150)

Net Sell 3 txns

Insider Flynn Sean C.

Role Chief Legal Officer

Sold 15,000 shs ($603K)

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	15,000	$0.00	--
Exercise	Common Stock	15,000	$16.25	$244K
Sale	Common Stock	15,000	$40.21	$603K

Holdings After Transaction: Stock Option (Right to Buy) — 70,000 shares (Direct, null); Common Stock — 16,647 shares (Direct, null)

Footnotes (1)

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). 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. 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.

Key Figures

Shares sold: 15,000 shares Sale price: $40.21 per share Options exercised: 15,000 shares +3 more

6 metrics

Shares sold 15,000 shares Open-market sale at ~$40.21 on June 18, 2026

Sale price $40.21 per share Average price for 15,000 Vericel common shares sold

Options exercised 15,000 shares Common stock acquired via option exercise on June 18, 2026

Exercise price $16.25 per share Stock option (right to buy) conversion price

Shares held after 1,647 shares Direct Vericel common stock holdings following the transactions

Options remaining 70,000 options Stock options outstanding after exercise, expiring November 4, 2029

Key Terms

Rule 10b5-1 trading plan, Employee Stock Purchase Plan, Stock Option (Right to Buy), derivative security, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"The sales reported in this Form 4 were effected by an 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.

Employee Stock Purchase Plan financial

"These shares include shares acquired pursuant to the Issuer's 2015 Employee Stock Purchase Plan"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

Stock Option (Right to Buy) financial

"Stock Option (Right to Buy)"

derivative security financial

"Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

vesting financial

"with 25% vesting and the remaining 75% vesting in equal quarterly installments"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

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Form 4 Insider Transactions: What Each Field Means →

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

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/18/2026		M		15,000	A	$16.25	16,647(1)	D
Common Stock	06/18/2026		S		15,000	D(2)	$40.21	1,647(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$16.25	06/18/2026		M		15,000		(3)	11/04/2029	Common Stock	15,000	$0	70,000	D

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 Flynn	06/22/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Vericel (VCEL) Chief Legal Officer Sean C. Flynn report on this Form 4?

Sean C. Flynn reported exercising options for 15,000 Vericel shares at $16.25 each and selling 15,000 shares at about $40.21 per share. The filing details this exercise-and-sale sequence and the equity he continues to hold afterward.

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

He sold 15,000 Vericel common shares at an average price of about $40.21 per share. These were open-market sales executed automatically under a Rule 10b5-1 trading plan, according to the Form 4 footnotes.

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

He exercised stock options representing 15,000 Vericel shares at an exercise price of $16.25 per share. These options are part of a larger 150,000-share grant that vested over time based on continued service with the company.

How many Vericel (VCEL) shares and options does Sean C. Flynn hold after the transactions?

After the reported trades, he directly holds 1,647 Vericel common shares and 70,000 stock options. The remaining options carry a $16.25 exercise price and are scheduled to expire on November 4, 2029, as shown in the Form 4 data.

Was Sean C. Flynn’s Vericel (VCEL) stock sale under a Rule 10b5-1 trading plan?

Yes. A Form 4 footnote states the Vericel share sales were executed automatically under a Rule 10b5-1 trading plan adopted on December 2, 2025. Such plans pre-schedule trades, reducing the significance of trade timing as an information signal.

What is notable about the vesting of Sean C. Flynn’s Vericel (VCEL) stock options?

The options giving the right to purchase 150,000 Vericel shares became exercisable beginning November 4, 2020. Twenty-five percent vested at the first anniversary, with the remaining 75% vesting in equal quarterly installments over three years, contingent on continued company service.