Halpin Michael 4
4 · Vericel Corp · Filed Feb 20, 2026
Research Summary
AI-generated summary of this filing
Vericel (VCEL) COO Michael Halpin Exercises RSUs; Shares Withheld
What Happened Michael Halpin, Chief Operating Officer of Vericel Corporation (VCEL), had restricted stock units (RSUs) convert into 9,075 shares on February 18, 2026 (5,250 + 3,825 shares). To satisfy tax withholding, 4,298 of those shares were withheld/disposed (2,486 shares at $36.82 = $91,535; 1,812 shares at $37.41 = $67,787; total ≈ $159,322). On February 19, 2026 Halpin was also granted derivative awards (RSUs) for 52,500 and 21,000 units that are subject to future vesting.
Key Details
- Transaction dates: vesting/conversion and withholding on 2026-02-18; new grants 2026-02-19.
- Vested/converted: 9,075 shares acquired (RSU settlement) at $0 consideration (compensation).
- Withheld/disposed for taxes: 4,298 shares (2,486 @ $36.82; 1,812 @ $37.41) totaling ≈ $159,322. Transaction codes: M = exercise/conversion of derivative (RSU vesting); F = shares withheld to satisfy tax liability.
- New grants: 52,500 and 21,000 RSUs granted on 2026-02-19 (derivative awards, $0 consideration).
- Relevant footnotes: F3 confirms shares were withheld to satisfy tax withholding; F5 confirms each RSU = 1 share; F7/F8 list the fair market values used for the withholding calculations; F10 describes annual vesting for the Feb 19 RSUs beginning Feb 19, 2027; F9 notes an alternate award vesting schedule (quarterly vesting beginning Feb 19, 2026) referenced in the filing. F1/F4 reference origin dates of prior RSU grants.
- Shares owned after the reported transactions: not specified in the filing excerpt provided.
- Filing timing: Form 4 was filed Feb 20, 2026 reporting Feb 18 transactions; the filing does not indicate a late filing.
Context These transactions reflect executive compensation mechanics (RSUs vesting and tax-withholding via share surrender), not an open-market purchase or deliberate sale of shares. Withheld shares to cover taxes are routine and do not necessarily signal a change in insider sentiment. The Feb 19 grants are future-vesting RSUs (not immediately tradable) with vesting schedules noted in the footnotes.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1][F2]2026-02-18+5,250→ 21,330 total - Tax Payment
Common Stock
[F3][F2]2026-02-18$36.82/sh−2,486$91,535→ 18,844 total - Exercise/Conversion
Common Stock
[F4][F2]2026-02-18+3,825→ 22,669 total - Tax Payment
Common Stock
[F3][F2]2026-02-18$37.41/sh−1,812$67,787→ 20,857 total - Exercise/Conversion
Restricted Stock Unit
[F5][F7][F1][F6]2026-02-18+5,250→ 5,250 total→ Common Stock (5,250 underlying) - Exercise/Conversion
Restricted Stock Unit
[F5][F8][F4][F6]2026-02-18+3,825→ 0 total→ Common Stock (3,825 underlying) - Award
Stock Option (Right to Buy)
[F9]2026-02-19+52,500→ 52,500 totalExercise: $38.17Exp: 2036-02-19→ Common Stock (52,500 underlying) - Award
Restricted Stock Unit
[F5][F10][F6]2026-02-19+21,000→ 21,000 total→ Common Stock (21,000 underlying)
Footnotes (10)
- [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 17, 2023. The remaining RSUs will vest on February 17, 2027.
- [F10]These RSUs vest in four annual installments with the initial vesting of RSUs granted to the Reporting Person on February 19, 2027. The remaining RSUs will vest in annual installments on February 19, 2028, February 19, 2029, and February 19, 2030, 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 18, 2022.
- [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 $36.82 per share.
- [F8]The Fair Market Value of the vested derivative securities is $37.41 per share.
- [F9]These options shall begin vesting on February 19, 2026 and shall continue to vest and become exercisable in equal quarterly installments over the course of the following four (4) year period.