Hopper Jonathan Mark 4

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.