Vericel (VCEL) CLO reports RSU vesting, share withholding for taxes

Rhea-AI Filing Summary

Vericel Corp Chief Legal Officer Sean C. Flynn reported equity award activity on February 24, 2026. He acquired 3,500 and 3,000 shares of common stock through the vesting and conversion of Restricted Stock Units (RSUs) granted in 2025 and 2024, respectively. A total of 1,553 and 1,331 shares of common stock were withheld by Vericel at fair market values of $38.09 and $38.25 per share to cover tax obligations tied to these vestings. After these transactions, Flynn directly owned 7,683 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^*

Flynn Sean C.

(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 Legal 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	02/24/2026		M		3,500	A	$0(1)	7,567(2)	D
Common Stock	02/24/2026		F		1,553(3)	D	$38.09	6,014(2)	D
Common Stock	02/24/2026		M		3,000	A	$0(4)	9,014(2)	D
Common Stock	02/24/2026		F		1,331(3)	D	$38.25	7,683(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)	02/24/2026		M		3,500		(1)	(6)	Common Stock	3,500	(7)	10,500	D
Restricted Stock Unit	(5)	02/24/2026		M		3,000		(4)	(6)	Common Stock	3,000	(8)	6,000	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 20, 2025. The remaining RSUs will vest in annual installments on February 20, 2027, February 20, 2028, and February 20, 2029, respectively.

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 22, 2024. The remaining RSUs will vest in annual installments on February 22, 2027, and February 22, 2028, respectively.

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 $38.09 per share.

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

	/s/ Sean Flynn	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 did Vericel (VCEL) Chief Legal Officer report in this Form 4?

The filing shows Sean C. Flynn’s RSU vesting and related share withholding. He converted RSUs into Vericel common stock and had some shares withheld by the company to cover tax obligations associated with those equity awards.

How many Vericel (VCEL) shares did Sean C. Flynn acquire from RSU vesting?

He acquired 3,500 and 3,000 shares of Vericel common stock via RSU vesting. These came from awards originally granted in February 2025 and February 2024, each RSU representing the right to receive one share of common stock.

Why were some Vericel (VCEL) shares disposed of in Sean C. Flynn’s Form 4?

Shares were withheld by Vericel to satisfy tax withholding requirements on the RSU vesting. Specifically, 1,553 and 1,331 shares were used to cover taxes rather than being sold in open-market transactions.

What prices were used for Vericel (VCEL) tax-withholding share dispositions?

The fair market value used for the vested derivative securities was $38.09 per share for one RSU grant and $38.25 per share for the other, according to the detailed footnotes in the filing.

How many Vericel (VCEL) shares does Sean C. Flynn own after these transactions?

After the RSU conversions and tax-withholding dispositions, Sean C. Flynn directly owned 7,683 shares of Vericel common stock, as reported in the post-transaction ownership totals in the Form 4.

Do Sean C. Flynn’s Vericel (VCEL) RSU awards have an expiration date?

The filing states there is no expiration date for this type of RSU award. Remaining unvested RSUs are scheduled to vest in specified annual installments on future February dates through 2029.