Flynn Sean C. 4

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.