Vericel Corp reports that Soleus Capital Master Fund, L.P. and affiliated entities hold 2,549,079 shares of common stock. The filing states this equals 5.0% of Vericel's outstanding common shares, based on 50,763,319 shares outstanding as of February 19, 2026. The ownership is reported as shared voting and dispositive power among the fund and affiliated entities, with Guy Levy identified as the managing member signing the joint filing agreement.
Positive
None.
Negative
None.
Insights
Soleus-owned stake: a disclosed passive 5.0% position in Vericel.
The Schedule 13G lists 2,549,079 shares (5.0%) held by Soleus Capital Master Fund, L.P., with shared voting and dispositive power attributed across affiliated entities. The filing follows passive-investor reporting conventions and includes standard disclaimers about beneficial ownership attribution among related entities.
Implications are limited: this is a disclosure of scale rather than an announced strategy. Subsequent Form 13D or material filings would be required to signal active campaigning or change. Future filings may update position size or voting intentions.
Key Figures
Shares beneficially owned:2,549,079 sharesPercent of class:5.0%Shares outstanding:50,763,319 shares
3 metrics
Shares beneficially owned2,549,079 sharesAmount reported by Soleus entities
Percent of class5.0%Calculated using shares outstanding as of <date> February 19, 2026</date>
Shares outstanding50,763,319 sharesOutstanding common stock as of <date> February 19, 2026</date>
"The filing identifies itself as a Schedule 13G disclosure of ownership"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
Shared dispositive powerregulatory
"Shared Dispositive Power 2,549,079.00 appears in the ownership table"
Beneficial ownershipregulatory
"Each party "disclaims beneficial ownership of these shares held by Master Fund" in the footnote"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Vericel Corp
(Name of Issuer)
Common Stock, no par value per share
(Title of Class of Securities)
92346J108
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
92346J108
1
Names of Reporting Persons
Soleus Capital Master Fund, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,549,079.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,549,079.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,549,079.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.0 %
12
Type of Reporting Person (See Instructions)
FI
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Soleus Capital Master Fund, L.P. ("Master Fund"). Soleus Capital, LLC ("Soleus Capital") is the sole general partner of Master Fund, Soleus Capital Group, LLC ("SCG") is the sole managing member of Soleus Capital, Soleus Capital Management, L.P. ("SCM") is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in row 11 is calculated based upon 50,763,319 shares of the common stock of Vericel Corporation (the "Issuer") outstanding as of February 19, 2026, as reported on the cover of the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission on February 26, 2026 (the "Form 10-K").
SCHEDULE 13G
CUSIP Number(s):
92346J108
1
Names of Reporting Persons
Soleus Capital, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,549,079.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,549,079.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,549,079.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in row 11 is calculated based upon 50,763,319 shares of the common stock of the Issuer outstanding as of February 19, 2026, as set forth on the cover of the Form 10-K.
SCHEDULE 13G
CUSIP Number(s):
92346J108
1
Names of Reporting Persons
Soleus Capital Group, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,549,079.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,549,079.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,549,079.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in row 11 is calculated based upon 50,763,319 shares of the common stock of the Issuer outstanding as of February 19, 2026, as set forth on the cover of the Form 10-K.
SCHEDULE 13G
CUSIP Number(s):
92346J108
1
Names of Reporting Persons
Soleus Capital Management, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,549,079.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,549,079.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,549,079.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.0 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in row 11 is calculated based upon 50,763,319 shares of the common stock of the Issuer outstanding as of February 19, 2026, as set forth on the cover of the Form 10-K.
SCHEDULE 13G
CUSIP Number(s):
92346J108
1
Names of Reporting Persons
Soleus GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,549,079.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,549,079.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,549,079.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in row 11 is calculated based upon 50,763,319 shares of the common stock of the Issuer outstanding as of February 19, 2026, as set forth on the cover of the Form 10-K.
SCHEDULE 13G
CUSIP Number(s):
92346J108
1
Names of Reporting Persons
Guy Levy
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,549,079.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,549,079.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,549,079.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.0 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons \s the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in row 11 is calculated based upon 50,763,319 shares of the common stock of the Issuer outstanding as of February 19, 2026, as set forth on the cover of the Form 10-K.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Vericel Corp
(b)
Address of issuer's principal executive offices:
64 Sidney Street, Cambridge, MA 02139
Item 2.
(a)
Name of person filing:
Soleus Capital Master Fund, L.P.
Soleus Capital, LLC
Soleus Capital Group, LLC
Soleus Capital Management, L.P.
Soleus GP, LLC
Guy Levy
(b)
Address or principal business office or, if none, residence:
Soleus Capital Master Fund, L.P., 100 Field Point Road, Suite 200, Greenwich, CT 06830
Soleus Capital, LLC, 100 Field Point Road, Suite 200, Greenwich, CT 06830
Soleus Capital Group, LLC, 100 Field Point Road, Suite 200, Greenwich, CT 06830
Soleus Capital Management, L.P., 100 Field Point Road, Suite 200, Greenwich, CT 06830
Soleus GP, LLC, 100 Field Point Road, Suite 200, Greenwich, CT 06830
Guy Levy, c/o Soleus Capital Management, L.P., 100 Field Point Road, Suite 200, Greenwich, CT 06830
(c)
Citizenship:
Soleus Capital Master Fund, L.P. - Cayman Islands
Soleus Capital, LLC - Delaware
Soleus Capital Group, LLC - Delaware
Soleus Capital Management, L.P. - Delaware
Soleus GP, LLC - Delaware
Guy Levy - United States
(d)
Title of class of securities:
Common Stock, no par value per share
(e)
CUSIP Number(s):
92346J108
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information in rows 5 through 9 and 11 on the cover pages to this Schedule 13G, including the footnotes thereto, is hereby incorporated by reference. 2,549,079
(b)
Percent of class:
5.0 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
2,549,079
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
2,549,079
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Soleus reported ownership of 2,549,079 shares, representing 5.0% of outstanding common stock. The percentage is calculated using 50,763,319 shares outstanding as of February 19, 2026 from the company 10-K cover.
Who is named as having voting power for the Soleus position?
The filing shows shared voting power and shared dispositive power of 2,549,079 shares across Soleus affiliates. Guy Levy is listed as the managing member who signed the joint filing agreement on behalf of the group.
Does the Schedule 13G indicate Soleus is an active or passive investor in VCEL?
The filing is a Schedule 13G-style disclosure indicating a passive investor position. The statement includes standard disclaimers and does not assert active control or activist intentions in this filing.
Which entities filed the joint Schedule 13G for this holding?
The joint filing lists Soleus Capital Master Fund, L.P., Soleus Capital, LLC, Soleus Capital Group, LLC, Soleus Capital Management, L.P., Soleus GP, LLC, and Guy Levy at Soleus' Greenwich, CT address.
What date is used to calculate the percent ownership in the filing?
The percentage is calculated using the outstanding share count reported as of February 19, 2026 on Vericel's Form 10-K cover, which lists 50,763,319 shares outstanding.
