Vericel (VCEL) CEO logs RSU vesting, phantom stock deferral and tax shares

Rhea-AI Filing Summary

Vericel Corp President and CEO Dominick Colangelo reported equity award vesting and related share movements. On February 24, 2026, he acquired a total of 36,500 shares of common stock through the exercise or conversion of restricted stock units, with a portion converted into phantom stock units and deferred under Vericel’s Deferred Compensation Plan. The company withheld 8,824 shares of common stock at a fair market value of $38.09 per share to cover tax obligations tied to the vesting. After these transactions, Colangelo directly owned 312,446 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^*

Colangelo Dominick

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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		18,250	A	(2)	303,020(3)	D
Common Stock	02/24/2026		M		18,250	A	$0(4)	321,270(3)	D
Common Stock	02/24/2026		F		8,824(5)	D	$38.09	312,446(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	(6)	02/24/2026		M		18,250		(2)	(7)	Common Stock	18,250	(2)	36,500	D
Restricted Stock Unit	(6)	02/24/2026		M		18,250		(4)	(7)	Common Stock	18,250	(8)	54,750	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 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 18,250 shares of Common Stock and instead received 18,250 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. Each RSU represents a contingent right to receive one share of common stock of Vericel Corporation.

7. No expiration date for this type of award.

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

	/s/ Sean Flynn, as Attorney-in-Fact for Dominick C. Colangelo	02/26/2026
	** 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).
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FAQ

What did Vericel (VCEL) CEO Dominick Colangelo report in this Form 4?

Dominick Colangelo reported the vesting and exercise of restricted stock units into Vericel common shares, partial deferral into phantom stock units, and shares withheld to cover tax obligations. These movements reflect equity compensation mechanics rather than open-market share purchases or sales.

How many Vericel (VCEL) shares does the CEO own after these transactions?

After the reported equity award vesting and tax withholding, Dominick Colangelo directly owns 312,446 shares of Vericel common stock. This figure incorporates both the newly delivered shares from vested restricted stock units and the shares withheld to satisfy associated tax liabilities.

Were any of the Vericel (VCEL) CEO’s reported dispositions open-market stock sales?

No, the only disposition reported was a tax-withholding transaction coded “F,” where 8,824 shares were withheld by Vericel to satisfy tax requirements from RSU vesting. This represents a non-market disposition, not a voluntary open-market sale of shares by the CEO.

What was the fair market value used for Vericel (VCEL) RSU vesting in this Form 4?

The vested derivative securities tied to Vericel restricted stock units used a fair market value of $38.09 per share. This value applied in calculating the share amount withheld to satisfy tax obligations when the restricted stock units vested into common stock.

How were Vericel (VCEL) CEO’s restricted stock units treated under the Deferred Compensation Plan?

Some vested restricted stock units converted into phantom stock units and were deferred under Vericel’s Deferred Compensation Plan. These phantom units will be payable only in shares of common stock on the CEO’s elected benefit distribution date, rather than immediately upon vesting.

Do the Vericel (VCEL) Form 4 transactions involve multiple RSU grant dates?

Yes, the filing references RSUs granted on February 22, 2024 and February 20, 2025. Portions of these awards vested on February 24, 2026, while remaining RSUs are scheduled to vest in future years, including 2027, 2028, and 2029, according to the grant terms.