SIEGAL JONATHAN 4

What Happened
Jonathan Siegal, Principal Accounting Officer of Vericel Corporation (VCEL), had restricted stock units (RSUs) vest on February 24, 2026. A total of 3,415 RSUs converted to common shares (1,540 shares valued at $38.09 and 1,875 shares valued at $38.25), with a combined fair market value of about $130,377. To satisfy tax withholding, the company withheld 1,365 shares (627 shares at $38.09 = $23,882; 738 shares at $38.25 = $28,229), leaving Siegal with a net issuance of 2,050 shares (net value ≈ $78,266).

Key Details

• Transaction date: February 24, 2026 (reported on Form 4 filed Feb 26, 2026). Filing appears timely.
• Gross vested shares: 3,415 (1,540 @ $38.09; 1,875 @ $38.25). Gross FMV ≈ $130,377.
• Shares withheld for taxes: 1,365 (627 @ $38.09 = $23,882; 738 @ $38.25 = $28,229). Total withheld ≈ $52,111.
• Net shares issued to insider: 2,050 shares (≈ $78,266 net value).
• Footnotes: RSUs were granted previously (Feb 20, 2025 and Feb 22, 2024) and vesting schedules remain for remaining installments; each RSU converts to one share (see F1, F4, F5). Withholding of shares was to satisfy tax obligations (F3). Fair market values cited in the filing: $38.09 and $38.25 (F7, F8).
• Transaction codes: M = exercise/conversion of derivative (RSU conversion to shares); F = shares withheld to cover tax withholding.

Context

• This was not an open-market sale; shares were withheld by the issuer to cover taxes in connection with RSU vesting (a routine administrative step), not a discretionary sale that signals near-term liquidity preference.
• For retail investors, vesting receipts are informative as compensation expense realization but are not the same as a purchase (which can be a more bullish indicator).