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Vericel Corp·4

Feb 20, 4:06 PM ET

SIEGAL JONATHAN 4

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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.