Vericel (VCEL) accounting officer awarded options, RSUs and stock

Rhea-AI Filing Summary

Vericel Corp principal accounting officer Jonathan Siegal reported several equity compensation transactions. On February 19, 2026, he received a grant of 6,600 stock options, which begin vesting on February 19, 2026 in equal quarterly installments over four years, and 6,160 restricted stock units (RSUs), which vest in four annual installments starting February 19, 2027 through 2030.

On February 18, 2026, RSUs previously granted in 2022 and 2023 vested, resulting in the acquisition of 2,500 and 420 shares of common stock, respectively. To cover tax withholding on these vestings, 1,117 shares at a fair market value of $36.82 per share and 188 shares at $37.41 per share were disposed of back to the issuer. Following these transactions, Siegal directly held 3,797 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^*

SIEGAL JONATHAN

(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)
	Principal Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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	02/18/2026		M		2,500	A	$0(1)	4,682(2)	D
Common Stock	02/18/2026		F		1,117(3)	D	$36.82	3,565(2)	D
Common Stock	02/18/2026		M		420	A	$0(4)	3,985(2)	D
Common Stock	02/18/2026		F		188(3)	D	$37.41	3,797(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
Restricted Stock Unit	(5)	02/18/2026		M		2,500		(1)	(6)	Common Stock	2,500	(7)	2,500	D
Restricted Stock Unit	(5)	02/18/2026		M		420		(4)	(6)	Common Stock	420	(8)	0	D
Stock Option (Right to Buy)	$38.17	02/19/2026		A		6,600		(9)	02/19/2036	Common Stock	6,600	$0	6,600	D
Restricted Stock Unit	(5)	02/19/2026		A		6,160		(10)	(6)	Common Stock	6,160	$0	6,160	D

Explanation of Responses:

1. The shares of common stock were acquired by the Reporting Person as a result of the vesting of Restricted Stock Units (RSUs) granted to the Reporting Person on February 17, 2023. The remaining RSUs will vest on February 17, 2027.

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

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 18, 2022.

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

6. No expiration date for this type of award.

7. The Fair Market Value of the vested derivative securities is $36.82 per share.

8. The Fair Market Value of the vested derivative securities is $37.41 per share.

9. These options shall begin vesting on February 19, 2026 and shall continue to vest and become exercisable in equal quarterly installments over the course of the following four (4) year period.

10. These RSUs vest in four annual installments with the initial vesting of RSUs granted to the Reporting Person on February 19, 2027. The remaining RSUs will vest in annual installments on February 19, 2028, February 19, 2029, and February 19, 2030, respectively.

	/s/ Sean Flynn, as Attorney-in-Fact for Jonathan Siegal	02/20/2026
	** 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.
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FAQ

What equity awards did Vericel (VCEL) grant to Jonathan Siegal?

Jonathan Siegal received new equity awards consisting of 6,600 stock options and 6,160 restricted stock units. The options vest quarterly over four years, while the RSUs vest annually from February 19, 2027 through February 19, 2030.

How many Vericel (VCEL) shares did Jonathan Siegal acquire from RSU vesting?

Jonathan Siegal acquired 2,500 shares and 420 shares of Vericel common stock from vesting restricted stock units. These shares came from RSU grants originally awarded in 2022 and 2023 that converted into common stock as specific vesting dates were reached.

Why did Jonathan Siegal dispose of some Vericel (VCEL) shares in this Form 4?

Jonathan Siegal disposed of 1,117 and 188 shares of Vericel common stock to satisfy tax withholding obligations. The shares were withheld by the issuer at fair market values of $36.82 and $37.41 per share, linked to the vesting of RSUs.

How many Vericel (VCEL) common shares does Jonathan Siegal hold after these transactions?

After the reported transactions, Jonathan Siegal directly holds 3,797 shares of Vericel common stock. This figure reflects shares acquired from RSU vesting, reduced by shares withheld by the issuer to cover related tax withholding obligations.

What are the vesting terms of Jonathan Siegal’s new Vericel (VCEL) stock options?

The 6,600 Vericel stock options granted to Jonathan Siegal begin vesting on February 19, 2026. They continue to vest and become exercisable in equal quarterly installments over the following four-year period, according to the disclosed vesting schedule.

How do Jonathan Siegal’s new Vericel (VCEL) RSUs vest over time?

The 6,160 restricted stock units granted to Jonathan Siegal vest in four annual installments. The first portion vests on February 19, 2027, with remaining installments vesting on February 19, 2028, February 19, 2029, and February 19, 2030, respectively.