Flynn Sean C. 4

4 · Vericel Corp · Filed Feb 26, 2026

AI-generated summary of this filing

Updated Feb 26, 2026

Vericel (VCEL) CLO Sean Flynn Receives RSU Shares

What Happened

Sean C. Flynn, Chief Legal Officer of Vericel Corporation (VCEL), had restricted stock units (RSUs) convert into common stock on Feb 24, 2026. Two vesting events converted 3,500 shares (FMV $38.09) and 3,000 shares (FMV $38.25) for a gross value of about $248,065.
To satisfy tax withholding, 1,553 shares (worth $59,154) and 1,331 shares (worth $50,911) were withheld (total withheld value $110,065), leaving Flynn with a net ~3,616 shares (gross 6,500 less 2,884 withheld), worth about $138,000 at vesting FMV.
Transaction codes: M = conversion/exercise of derivative (RSU conversion); F = shares withheld to satisfy tax withholding (cashless/withholding).

Key Details

Transaction date: Feb 24, 2026; Form 4 filed Feb 26, 2026 (appears timely under Form 4 rules).
Vested shares and FMV: 3,500 shares at $38.09 (FMV), 3,000 shares at $38.25 (FMV); gross value ≈ $248,065.
Shares withheld for taxes: 1,553 @ $38.09 = $59,154; 1,331 @ $38.25 = $50,911; total withheld = 2,884 shares ($110,065).
Net shares received: ~3,616 (6,500 vested − 2,884 withheld); net value ≈ $138,000 (approx., based on vesting FMV).
Notable footnotes: RSUs stem from grants on Feb 20, 2025 and Feb 22, 2024; remaining RSUs from those grants have future annual vesting schedules. Each RSU converts to one share. Some award entries list no exercise price/expiration as typical for RSUs.
Shares owned after transaction: not specified in the provided summary of the filing.

Context

This was a routine RSU vesting event with company withholding shares to cover tax obligations (common practice, coded F). It is not an open-market sale or purchase; rather a conversion of awarded equity into shares.
Such tax-withholding dispositions are administrative and do not necessarily signal insider sentiment about the company’s outlook.

Form 4

Period: 2026-02-24

Chief Legal Officer

Transactions

Exercise/Conversion
Common Stock
[F1][F2]
2026-02-24+3,500→ 7,567 total
Tax Payment
Common Stock
[F3][F2]
2026-02-24$38.09/sh−1,553$59,154→ 6,014 total
Exercise/Conversion
Common Stock
[F4][F2]
2026-02-24+3,000→ 9,014 total
Tax Payment
Common Stock
[F3][F2]
2026-02-24$38.25/sh−1,331$50,911→ 7,683 total
Exercise/Conversion
Restricted Stock Unit
[F5][F7][F1][F6]
2026-02-24+3,500→ 10,500 total
→ Common Stock (3,500 underlying)
Exercise/Conversion
Restricted Stock Unit
[F5][F8][F4][F6]
2026-02-24+3,000→ 6,000 total
→ Common Stock (3,000 underlying)

Footnotes (8)

[F1]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.
[F2]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).
[F3]These shares were withheld by the Issuer to satisfy the tax withholding requirements in connection with the vesting of RSUs.
[F4]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.
[F5]Each RSU represents a contingent right to receive one share of common stock of Vericel Corporation.
[F6]No expiration date for this type of award.
[F7]The Fair Market Value of the vested derivative securities is $38.09 per share.
[F8]The Fair Market Value of the vested derivative securities is $38.25 per share.

Signature

/s/ Sean Flynn|2026-02-26

1 file