Hopper Jonathan Mark 4
4 · Vericel Corp · Filed Feb 26, 2026
Research Summary
AI-generated summary of this filing
Vericel (VCEL) CMO Jonathan Hopper Exercises RSUs; Shares Withheld
What Happened
Jonathan M. Hopper, Chief Medical Officer of Vericel Corporation (VCEL), had a set of restricted stock units (RSUs vest) on February 24, 2026. The filing shows conversions/exercises of RSU-derived/derivative awards totaling 6,500 units. The issuer withheld 1,971 shares to satisfy tax withholding obligations (1,335 shares at $38.09 = $50,850 and 636 shares at $38.25 = $24,327; total withheld value ≈ $75,177). Some vested RSUs were deferred into phantom stock units under Vericel’s Deferred Compensation Plan and will be paid in shares on the executive’s elected distribution date.
Key Details
- Transaction date: February 24, 2026; Form 4 filed February 26, 2026 (appears timely).
- Actions reported: multiple derivative exercises/conversions (code M) and tax-withholding share dispositions (code F).
- Vested/converted units reported: 6,500 RSU-derived units in total.
- Shares withheld for taxes: 1,971 shares (withheld values: $50,850 and $24,327; total ≈ $75,177).
- Deferred units: 1,850 shares were converted into phantom stock units and deferred under the Vericel Deferred Compensation Plan (payable as shares at elected distribution date).
- Shares owned following the transactions: not specified in the filing.
- Relevant footnotes: F1/F2/F6 describe deferral to phantom stock; F5 notes shares withheld for tax withholding; F10/F11 give fair market values used for withholding ($38.09 and $38.25).
Context
This filing reflects routine RSU vesting and associated tax withholding, not an open‑market purchase or discretionary sale. The conversion/vesting entries (M) represent the issuance or conversion of RSU-based derivative awards; the withholding entries (F) represent the company retaining shares to satisfy tax obligations (a common, administrative step). These transactions are generally considered administrative and do not, by themselves, indicate the insider’s market view.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1][F2][F3]2026-02-24+350→ 71,377 total - Exercise/Conversion
Common Stock
[F4][F3]2026-02-24+3,150→ 74,527 total - Tax Payment
Common Stock
[F5][F3]2026-02-24$38.09/sh−1,335$50,850→ 73,192 total - Exercise/Conversion
Common Stock
[F1][F6][F3]2026-02-24+1,500→ 74,692 total - Exercise/Conversion
Common Stock
[F7][F3]2026-02-24+1,500→ 76,192 total - Tax Payment
Common Stock
[F3]2026-02-24$38.25/sh−636$24,327→ 75,556 total - Exercise/Conversion
Restricted Stock Unit
[F8][F2][F9]2026-02-24+350→ 13,650 total→ Common Stock (350 underlying) - Exercise/Conversion
Restricted Stock Unit
[F8][F10][F4][F9]2026-02-24+3,150→ 10,500 total→ Common Stock (3,150 underlying) - Exercise/Conversion
Restricted Stock Unit
[F8][F6][F9]2026-02-24+1,500→ 7,500 total→ Common Stock (1,500 underlying) - Exercise/Conversion
Restricted Stock Unit
[F8][F11][F7][F9]2026-02-24+1,500→ 6,000 total→ Common Stock (1,500 underlying)
Footnotes (11)
- [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]The Fair Market Value of the vested derivative securities is $38.09 per share.
- [F11]The Fair Market Value of the vested derivative securities is $38.25 per share.
- [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 20, 2025. The remaining RSUs will vest on February 20, 2027, February 20, 2028, and February 20, 2029, respectively. Upon the vesting of RSUs granted to the Reporting Person on February 20, 2025, the Reporting Person deferred the receipt of 350 shares of Common Stock and instead received 350 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 20, 2025. The remaining RSUs will vest on February 20, 2027, February 20, 2028, and February 20, 2029, respectively.
- [F5]These shares were withheld by the Issuer to satisfy the tax withholding requirements in connection with the vesting of RSUs.
- [F6]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 22, 2024. The remaining RSUs will vest on February 22, 2027, and February 22, 2028, respectively. Upon the vesting of RSUs granted to the Reporting Person on February 22, 2024, the Reporting Person deferred the receipt of 1,500 shares of Common Stock and instead received 1,500 shares of Phantom Stock pursuant to the Vericel Corporation Deferred Compensation Plan.
- [F7]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 22, 2024. The remaining RSUs will vest on February 22, 2027, and February 22, 2028, respectively.
- [F8]Each RSU represents a contingent right to receive one share of common stock of Vericel Corporation.
- [F9]No expiration date for this type of award.