Mara Joseph Anthony Jr 4

4 · Vericel Corp · Filed Feb 20, 2026

AI-generated summary of this filing

Updated Feb 20, 2026

Vericel (VCEL) CFO Mara Anthony Exercises/Receives RSUs; Shares Withheld

What Happened

Mara Joseph Anthony Jr., Chief Financial Officer of Vericel Corporation (VCEL), had restricted stock units (RSUs) vest on Feb 18, 2026 that converted into 7,380 shares of common stock. To satisfy tax withholding, 2,314 of those shares were withheld (reported as disposals) for aggregate withholding value of about $85,679.
On Feb 19, 2026 the company granted additional derivative awards (RSUs/options) to the reporting person totaling 64,750 units (46,250 and 18,500). These are awards that will convert to shares according to the stated vesting schedules in the footnotes.

Key Details

Transaction dates: Feb 18, 2026 (vesting/conversion and tax withholding) and Feb 19, 2026 (grants).
Vested/converted shares acquired: 4,625 and 2,755 (total 7,380). Tax-withheld (disposed) shares: 1,505 @ $36.82 = $55,414 and 809 @ $37.41 = $30,265 (total ≈ $85,679).
Awards granted: 46,250 RSUs and 18,500 RSUs on Feb 19, 2026 (total 64,750 RSU-type derivative awards).
Notable footnotes:
- F1/F4/F5/F7/F8/F3: The vested securities were RSUs converting to one share each; shares were withheld by the issuer to satisfy tax withholding; FMV of vested shares shown as $36.82 and $37.41.
- F10: Some RSUs vest in four annual installments with initial vesting on Feb 19, 2027.
- F9: Certain option awards (if applicable) begin vesting Feb 19, 2026 and vest quarterly over four years.
Shares owned after the transactions: not disclosed in the provided excerpt of the filing.
Filing/timeliness: Form filed Feb 20, 2026 for Feb 18–19, 2026 transactions; this appears to be a timely Section 16 filing.

Context

These transactions are primarily vesting of compensation awards (RSUs) and routine withholding of shares to cover tax obligations — not an open-market sale or purchase decision. The grants reported on Feb 19 are future compensation subject to multi-year vesting schedules and do not represent immediate open-market purchases.
For retail investors: vesting and withholding are common executive compensation mechanics and do not, by themselves, signal a buy/sell decision by the insider.

Form 4

Period: 2026-02-18

Chief Financial Officer

Transactions

Exercise/Conversion
Common Stock
[F1][F2]
2026-02-18+4,625→ 18,929 total
Tax Payment
Common Stock
[F3][F2]
2026-02-18$36.82/sh−1,505$55,414→ 17,424 total
Exercise/Conversion
Common Stock
[F4][F2]
2026-02-18+2,755→ 20,179 total
Tax Payment
Common Stock
[F3][F2]
2026-02-18$37.41/sh−809$30,265→ 19,370 total
Exercise/Conversion
Restricted Stock Unit
[F5][F7][F1][F6]
2026-02-18+4,625→ 4,625 total
→ Common Stock (4,625 underlying)
Exercise/Conversion
Restricted Stock Unit
[F5][F8][F4][F6]
2026-02-18+2,755→ 0 total
→ Common Stock (2,755 underlying)
Award
Stock Option (Right to Buy)
[F9]
2026-02-19+46,250→ 46,250 total
Exercise: $38.17Exp: 2036-02-19→ Common Stock (46,250 underlying)
Award
Restricted Stock Unit
[F5][F10][F6]
2026-02-19+18,500→ 18,500 total
→ Common Stock (18,500 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.

Signature

/s/ Sean Flynn, as Attorney-in-Fact for Joseph Mara|2026-02-20

1 file