Hopper Jonathan Mark 4
4 · Vericel Corp · Filed Feb 20, 2026
Research Summary
AI-generated summary of this filing
Vericel (VCEL) CMO Jonathan Hopper Exercises Derivatives, Receives RSUs
What Happened
Jonathan M. Hopper, Chief Medical Officer of Vericel Corporation (VCEL), completed a series of equity transactions on Feb 18–19, 2026. On Feb 18 he converted/exercised derivative awards (multiple "M" entries) tied to prior RSU/option-type awards and, as part of the vesting/conversion, 982 shares were withheld to satisfy tax withholding at $37.41 per share (982 × $37.41 = $36,737). On Feb 19 he was granted two RSU awards totaling 49,000 RSUs (35,000 + 14,000) with no cash cost to him; these RSUs are derivative awards that vest over future years.
Key Details
- Transaction dates: Feb 18–19, 2026. Filing date: Feb 20, 2026 (appears timely under Form 4 rules).
- Tax withholding: 982 shares disposed to cover taxes at $37.41/share for a total of $36,737 (code F — payment of tax liability). Fair market value used for the vested derivative securities is $37.41/share (F8).
- Grants: 35,000 RSUs and 14,000 RSUs granted on Feb 19, 2026 (code A). These RSUs vest in annual installments beginning Feb 19, 2027 and continuing through Feb 19, 2030 (F10).
- Conversions: Multiple “M” entries on Feb 18 show exercise/conversion of derivative awards, including conversions to phantom stock units under the Vericel Deferred Compensation Plan (F1, F2). Each RSU represents a contingent right to one share (F6).
- Shares owned after transaction: Not specified in the provided excerpt.
- Other notes: Some vested RSUs were deferred into Phantom Stock pursuant to the Deferred Compensation Plan (F1, F2). Certain awards/option grants have separate vesting schedules (e.g., options beginning to vest Feb 19, 2026 and then quarterly over four years — F9).
Context
- These transactions are largely routine vesting/conversion and new equity grants to an executive. The only share disposition reported was tax withholding to cover vesting-related taxes (not an open‑market sale).
- For derivative/RSU conversions: some shares were converted to phantom units and deferred for later payment in shares upon the executive’s elected distribution date (i.e., not an immediate cash sale).
- Grants (A) represent future compensation that vests over time and do not necessarily signal immediate buying or selling intent.
Insider Transaction Report
Form 4
Vericel CorpVCEL
Hopper Jonathan Mark
Chief Medical Officer
Transactions
- Exercise/Conversion
Common Stock
[F1][F2][F3]2026-02-18+3,000→ 69,684 total - Exercise/Conversion
Common Stock
[F4][F3]2026-02-18+2,325→ 72,009 total - Tax Payment
Common Stock
[F5][F3]2026-02-18$37.41/sh−982$36,737→ 71,027 total - Exercise/Conversion
Restricted Stock Unit
[F6][F2][F7]2026-02-18+3,000→ 3,000 total→ Common Stock (3,000 underlying) - Exercise/Conversion
Restricted Stock Unit
[F6][F8][F4][F7]2026-02-18+2,325→ 0 total→ Common Stock (2,325 underlying) - Award
Stock Option (Right to Buy)
[F9]2026-02-19+35,000→ 35,000 totalExercise: $38.17Exp: 2036-02-19→ Common Stock (35,000 underlying) - Award
Restricted Stock Unit
[F6][F10][F7]2026-02-19+14,000→ 14,000 total→ Common Stock (14,000 underlying)
Footnotes (10)
- [F1]The Restricted Stock Units (RSUs) converted to phantom stock units and are deferred under the Vericel Corporation Deferred Compensation Plan. The units will be payable only in shares of Common Stock upon the Reporting Person's elected Benefit Distribution Date.
- [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]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 17, 2023. The remaining RSUs will vest on February 17, 2027. Upon the vesting of RSUs granted to the Reporting Person on February 17, 2023, the Reporting Person deferred the receipt of 3,000 shares of Common Stock and instead received 3,000 shares of Phantom Stock pursuant to the Vericel Corporation Deferred Compensation Plan.
- [F3]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).
- [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]These shares were withheld by the Issuer to satisfy the tax withholding requirements in connection with the vesting of RSUs.
- [F6]Each RSU represents a contingent right to receive one share of common stock of Vericel Corporation.
- [F7]No expiration date for this type of award.
- [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 Jonathan Hopper|2026-02-20