SIEGAL JONATHAN 4
4 · Vericel Corp · Filed Feb 20, 2026
Research Summary
AI-generated summary of this filing
Vericel (VCEL) Accounting Officer Jonathan Siegal Receives RSUs
What Happened
Jonathan Siegal, Principal Accounting Officer of Vericel Corporation, had restricted stock units (RSUs) vest in mid-February 2026. On 2026-02-18 he received 2,920 shares through the conversion/exercise of derivative awards (RSUs/options) and, to cover tax withholding, surrendered 1,305 shares (dispositions) for aggregate withholding proceeds of $48,161 ($41,128 at $36.82 and $7,033 at $37.41). On 2026-02-19 he was also granted new RSU awards totaling 12,760 RSUs (6,600 and 6,160) that are reported as derivative awards and will vest per the grant terms.
Key Details
- Dates: primary transactions occurred on 2026-02-18 (vesting/conversion and share withholding) and 2026-02-19 (new RSU grants).
- Prices / values: withheld shares: 1,117 shares at $36.82 = $41,128; 188 shares at $37.41 = $7,033. Fair market values listed in the filing: $36.82 and $37.41 per share.
- Shares acquired/received: 2,920 shares reported as acquired on 2026-02-18 via conversion/exercise of derivative awards.
- Shares disposed (tax withholding): 1,305 shares withheld to satisfy tax obligations (routine withholding, not an open-market sale). Total tax withholding ≈ $48,161.
- New grants: 12,760 RSUs granted on 2026-02-19 (6,600 & 6,160); these are derivative awards with future vesting schedules (see footnote F10).
- Footnotes of note: F1/F4 — vested RSUs were from prior grants (Feb 17, 2023 and Feb 18, 2022); F3 — shares withheld to satisfy tax withholding; F5 — each RSU converts to one share; F7/F8 — fair market values cited; F9/F10 — vesting schedules for other awards.
- Filing timeliness: Report covers transactions on 2026-02-18 and was filed 2026-02-20 — filed within the standard Form 4 two-business-day window (timely).
Context
These transactions are primarily routine RSU vesting and related tax withholding (transaction codes: M = exercise/conversion of derivative, F = tax withholding, A = award/grant). The withholding of shares to cover taxes is common and does not represent an open-market sale signal. The new RSU grants create future vesting-based equity exposure rather than an immediate purchase.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1][F2]2026-02-18+2,500→ 4,682 total - Tax Payment
Common Stock
[F3][F2]2026-02-18$36.82/sh−1,117$41,128→ 3,565 total - Exercise/Conversion
Common Stock
[F4][F2]2026-02-18+420→ 3,985 total - Tax Payment
Common Stock
[F3][F2]2026-02-18$37.41/sh−188$7,033→ 3,797 total - Exercise/Conversion
Restricted Stock Unit
[F5][F7][F1][F6]2026-02-18+2,500→ 2,500 total→ Common Stock (2,500 underlying) - Exercise/Conversion
Restricted Stock Unit
[F5][F8][F4][F6]2026-02-18+420→ 0 total→ Common Stock (420 underlying) - Award
Stock Option (Right to Buy)
[F9]2026-02-19+6,600→ 6,600 totalExercise: $38.17Exp: 2036-02-19→ Common Stock (6,600 underlying) - Award
Restricted Stock Unit
[F5][F10][F6]2026-02-19+6,160→ 6,160 total→ Common Stock (6,160 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.