Flynn Sean C. 4

What Happened Sean C. Flynn, Chief Legal Officer of Vericel Corporation (VCEL), had restricted stock units (RSUs) vest and convert into common shares on Feb 18, 2026, and concurrently had shares withheld to satisfy tax withholding. On Feb 18 Flynn acquired (via conversion) 3,000 and 2,325 shares from vested RSUs (derivative conversions). To cover withholding/tax liabilities he disposed of 1,490 shares at $36.82 per share ($54,862) and 1,030 shares at $37.41 per share ($38,532) — total withheld value ≈ $93,394. On Feb 19, Flynn was also granted 35,000 and 14,000 additional RSUs (total 49,000 RSUs) subject to future vesting.

Key Details

• Dates: Feb 18–19, 2026 (filing date Feb 20, 2026). Filing appears timely for the reported dates.
• Vesting/conversion entries (code M): 3,000 and 2,325 shares converted from RSUs on Feb 18, 2026 (RSUs convert at $0 exercise price).
• Tax withholding/disposition (code F): 1,490 shares withheld at $36.82 (≈ $54,862); 1,030 shares withheld at $37.41 (≈ $38,532); total ≈ $93,394; these withheld shares satisfied tax withholding on vesting (footnote F3).
• Grants (code A): 35,000 RSUs and 14,000 RSUs granted on Feb 19, 2026 (total 49,000 RSUs). Footnote F10: these RSUs begin vesting Feb 19, 2027 and vest annually through 2030.
• RSU details: each RSU represents a contingent right to one share (F5); no expiration for this award type (F6).
• Shares owned after the transactions are not specified in the provided filing excerpt.

Context These transactions reflect routine executive equity activity: vesting/conversion of RSUs and share withholding to cover tax obligations (not an open-market sale for cash). The new RSU grants are future compensation subject to multi-year vesting, so they are a forward-looking retention/compensation instrument rather than an immediate purchase. Transaction codes used: M = exercise/conversion of derivative (here, RSU conversion), F = payment of exercise price or tax liability (share withholding), A = grant/award.