Vericel (VCEL) CMO reports new option and RSU awards

Rhea-AI Filing Summary

Vericel Corp Chief Medical Officer Jonathan Mark Hopper reported several equity-related transactions. He received a grant of 35,000 stock options and 14,000 restricted stock units (RSUs) on February 19, 2026, both at no cash cost to him.

On February 18, 2026, previously granted RSUs vested, converting into 3,000 and 2,325 shares of common stock. Of these, 3,000 shares were deferred into phantom stock units under Vericel’s Deferred Compensation Plan, payable later in common shares. The company withheld 982 shares of common stock at a fair market value of $37.41 per share to satisfy tax obligations related to the vesting.

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)
02/18/2026

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(1)	02/18/2026		M		3,000	A	(2)	69,684(3)	D
Common Stock	02/18/2026		M		2,325	A	$0(4)	72,009(3)	D
Common Stock	02/18/2026		F		982(5)	D	$37.41	71,027(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)	02/18/2026		M		3,000		(2)	(7)	Common Stock	3,000	(2)	3,000	D
Restricted Stock Unit	(6)	02/18/2026		M		2,325		(4)	(7)	Common Stock	2,325	(8)	0	D
Stock Option (Right to Buy)	$38.17	02/19/2026		A		35,000		(9)	02/19/2036	Common Stock	35,000	$0	35,000	D
Restricted Stock Unit	(6)	02/19/2026		A		14,000		(10)	(7)	Common Stock	14,000	$0	14,000	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 17, 2023. The remaining RSUs will vest on February 17, 2027. Upon the vesting of RSUs granted to the Reporting Person on February 17, 2023, the Reporting Person deferred the receipt of 3,000 shares of Common Stock and instead received 3,000 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 18, 2022.

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 $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 Hopper	02/20/2026
	** 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 equity awards did Vericel (VCEL) grant to its CMO in this Form 4?

Vericel granted its CMO 35,000 stock options and 14,000 RSUs. Both awards were granted on February 19, 2026 at no cash cost to him, forming part of his long-term equity-based compensation package and vesting over multiple years.

How many Vericel (VCEL) shares did the CMO acquire through RSU vesting?

The CMO acquired 3,000 and 2,325 common shares from RSU vesting. These shares resulted from RSUs granted in 2022 and 2023 that vested on February 18, 2026, increasing his direct common stock holdings before tax withholding.

Why were 982 Vericel (VCEL) shares disposed of in this filing?

982 shares were withheld to cover tax obligations. Vericel retained these common shares at a fair market value of $37.41 per share to satisfy tax withholding requirements triggered by the vesting of restricted stock units on February 18, 2026.

What are phantom stock units mentioned in the Vericel (VCEL) Form 4?

Phantom stock units are deferred share-based units payable later in stock. The CMO deferred 3,000 vested shares into phantom stock under Vericel’s Deferred Compensation Plan, to be settled in common stock on his elected benefit distribution date.

How do the new Vericel (VCEL) stock options for the CMO vest over time?

The 35,000 stock options begin vesting on February 19, 2026. They then continue to vest and become exercisable in equal quarterly installments over the following four-year period, linking the CMO’s compensation to Vericel’s longer-term performance.

What is the vesting schedule for the new Vericel (VCEL) RSU grant?

The 14,000 RSUs vest in four annual installments. Initial vesting occurs on February 19, 2027, with remaining installments scheduled annually on February 19, 2028, February 19, 2029, and February 19, 2030, aligning the award with multi-year service.