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Vericel Corp·4

Feb 20, 4:06 PM ET

Colangelo Dominick 4

4 · Vericel Corp · Filed Feb 20, 2026

Research Summary

AI-generated summary of this filing

Updated

Vericel (VCEL) CEO Dominick Colangelo Exercises RSUs, Receives Awards

What Happened

  • Dominick Colangelo, President, CEO and Director of Vericel Corporation (VCEL), had vested derivative awards convert on Feb 18, 2026 and received new equity awards on Feb 19, 2026. The filing shows conversions/exercises of 18,250 and 11,700 RSU-type/derivative units (total 29,950). Of those, 5,657 shares were withheld to satisfy tax withholding at $37.41/share, totaling $211,628. The filing also reports grants on Feb 19, 2026 totaling 182,500 and 73,000 RSUs (255,500 RSUs total) that are derivative awards.

Key Details

  • Transaction dates: conversions/exercises and tax withholding on 2026-02-18; grants on 2026-02-19; Form 4 filed 2026-02-20 (timely).
  • Prices/values: tax withholding was 5,657 shares at $37.41/share = $211,628. The new RSU grants show $0 cash price at grant (typical for RSUs); fair market value for vested derivative securities noted as $37.41/share (F8).
  • Vesting/deferral notes: 18,250 of the converted RSUs were deferred into phantom stock units under Vericel’s Deferred Compensation Plan and will be payable in shares on the executive’s elected distribution date (F1, F2). The Feb 19, 2026 RSU grants vest over future periods (those RSUs vest in four annual installments beginning Feb 19, 2027 per F10). The filing also references other awards that begin vesting Feb 19, 2026 and vest quarterly over four years (F9).
  • Transaction codes: M = exercise/conversion of derivative, F = tax withholding (share withholding), A = grant/award.
  • Shares owned after transaction: total beneficial ownership after these transactions is not specified in the excerpt provided.

Context

  • This was largely a routine equity event: vesting/conversion of RSUs with shares withheld to satisfy tax obligations (not an open-market sale). The filing also documents substantial new RSU awards that will vest in future years, which are long-term compensation rather than immediate purchases or sales. The Form 4 was filed within the standard reporting window (filed Feb 20 for Feb 18–19 transactions).

Insider Transaction Report

Form 4
Period: 2026-02-18
Vericel CorpVCEL
Colangelo Dominick
DirectorPresident and CEO
Transactions
  • Exercise/Conversion

    Common Stock

    [F1][F2][F3]
    2026-02-18+18,250→ 278,727 total
  • Exercise/Conversion

    Common Stock

    [F4][F3]
    2026-02-18+11,700→ 290,427 total
  • Tax Payment

    Common Stock

    [F5][F3]
    2026-02-18$37.41/sh−5,657$211,628→ 284,770 total
  • Exercise/Conversion

    Restricted Stock Unit

    [F6][F2][F7]
    2026-02-18+18,250→ 18,250 total
    → Common Stock (18,250 underlying)
  • Exercise/Conversion

    Restricted Stock Unit

    [F6][F8][F4][F7]
    2026-02-18+11,700→ 0 total
    → Common Stock (11,700 underlying)
  • Award

    Stock Option (Right to Buy)

    [F9]
    2026-02-19+182,500→ 182,500 total
    Exercise: $38.17Exp: 2036-02-19→ Common Stock (182,500 underlying)
  • Award

    Restricted Stock Unit

    [F6][F10][F7]
    2026-02-19+73,000→ 73,000 total
    → Common Stock (73,000 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 18,250 shares of Common Stock and instead received 18,250 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 Dominick C. Colangelo|2026-02-20

Documents

1 file
  • 4
    form4.xmlPrimary

    FORM 4