Vericel (VCEL) Insider Exercise and Sale Executed Under 10b5-1 Plan

Rhea-AI Filing Summary

Vericel Corp (VCEL) insider Jonathan M. Hopper executed option-related transactions on 09/02/2025. Mr. Hopper exercised options with an $18 strike to acquire 10,000 shares and simultaneously sold 10,000 shares at $35.77 under an existing Rule 10b5-1 trading plan adopted May 30, 2025. After these transactions he beneficially owned 76,363 shares before the sale entry and 66,363 shares following the reported sale entry, reported as direct ownership. The reporting notes that some shares were acquired through the company’s 2015 Employee Stock Purchase Plan and that the underlying option grant (total right to buy 48,750 shares) vests in quarterly installments beginning May 11, 2020. The Form 4 was signed by an attorney-in-fact.

Positive

• Transactions executed under a Rule 10b5-1 plan, providing an affirmative defense and indicating pre-planned timing
• Exercise of options at $18 followed by sale at $35.77 shows capture of intrinsic option value
• Disclosure notes ESPP and vested option schedule, improving transparency about how shares were acquired

Negative

• Insider sold 10,000 shares, reducing direct beneficial ownership to 66,363 shares
• Same-day sale after exercise may be viewed by some investors as an insider liquidity event

Insights

Securities Analyst

TL;DR: Routine option exercise and matched disposition under a pre-established 10b5-1 plan; modest insider liquidity event.

The transaction shows an insider exercising options at a $18 strike and selling the same number of shares the same day at $35.77, indicating a cashing-in of intrinsic value. The use of a Rule 10b5-1 plan reduces questions about opportunistic timing. Net beneficial ownership declined by 10,000 shares to 66,363 according to the sale line, reflecting a routine liquidity action rather than a change in control or material restructuring.

Corporate Governance Expert

TL;DR: Compliance appears intact; filings reference ESPP exemptions and a documented 10b5-1 plan.

The Form 4 discloses exempt ESPP purchases and an automatic sale executed under a 10b5-1 plan adopted May 30, 2025, which supports compliance with insider trading rules. The signature by an attorney-in-fact is properly noted. There are no indications in the filing of undisclosed related-party or indirect ownership changes beyond direct holdings reported.

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
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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).

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^*

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)
09/02/2025

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	09/02/2025		M		10,000	A	$18	76,363(1)	D
Common Stock	09/02/2025		S		10,000	D(2)	$35.77	66,363(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)	$18	09/02/2025		M		10,000		(3)	02/11/2030	Common Stock	10,000	$0	8,750	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 May 30, 2025.

3. These options, representing the right to purchase 48,750 shares, became exercisable in quarterly installments, contingent upon continued service to the Company, with the first vesting date on May 11, 2020.

	/s/ Sean Flynn, as Attorney-in-Fact for Jonathan Hopper	09/04/2025
	** 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.

FAQ

What transactions did Jonathan M. Hopper report on Form 4 for VCEL?

The filing reports an exercise of options to acquire 10,000 shares at a $18 strike and a sale of 10,000 shares at $35.77, both dated 09/02/2025.

How many VCEL shares does the reporting person own after these transactions?

Following the reported sale entry, the filing shows 66,363 shares beneficially owned (direct ownership).

Were the sales executed under a trading plan?

Yes. The filing states the sales were effected by an automatic sale pursuant to a Rule 10b5-1 trading plan adopted May 30, 2025.

Did the filing disclose how some shares were acquired?

Yes. It notes that certain shares were acquired pursuant to the Issuer's 2015 Employee Stock Purchase Plan and were exempt under Rule 16b-3 provisions.

What option grant details are disclosed in the Form 4?

The filing discloses an option grant representing the right to purchase 48,750 shares that vested in quarterly installments beginning May 11, 2020; 10,000 option shares are shown in the reported exercise.