Colangelo Dominick 4

What Happened

• Dominick Colangelo, President, CEO and a director of Vericel (VCEL), had restricted stock units (RSUs) vest on Feb 24, 2026 and those vested units were converted into deferred phantom stock units under Vericel’s Deferred Compensation Plan. The filing shows 18,250 shares recorded as acquired via conversion/exercise of derivative securities (code M).
• To cover tax withholding related to the vesting, 8,824 shares were withheld (code F) at a fair market value of $38.09 per share, resulting in proceeds/value of $336,106. This withholding is a disposition of shares to satisfy tax obligations, not an open‑market sale.

Key Details

• Transaction date: 2026-02-24; Form 4 filed: 2026-02-26 (filed within the typical two-business-day window).
• Acquired: 18,250 shares reported as converted/exercised derivatives (RSUs → phantom stock units); Disposed (withheld for taxes): 8,824 shares at $38.09 each, total ~$336,106.
• Footnotes: vested RSUs converted into phantom stock units and are deferred under the Vericel Deferred Compensation Plan (will be payable in shares on the elected distribution date). Each RSU equals one share; some RSUs originated from prior grants (Feb 22, 2024 and Feb 20, 2025). Withholding was used to satisfy tax withholding requirements.
• Shares owned after the transaction: not specified in the provided filing excerpt.
• Transaction codes: M = exercise/conversion of derivative security (RSU conversion); F = payment of exercise price or tax liability (share withholding).

Context

• This was not an open-market purchase or sale by Colangelo that signals a fresh buy/sell decision; it reflects routine vesting of RSUs and standard tax-withholding. The converted units were deferred as phantom shares, meaning payout in actual shares will occur later per the deferred compensation election.