Colangelo Dominick 4

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).