Flynn Sean C. 4

What Happened
Sean C. Flynn, Chief Legal Officer of Vericel Corp (VCEL), exercised derivative awards and sold 15,000 shares on June 18, 2026. The filing shows an exercise/conversion of 15,000 shares at $16.25 per share (cost $243,750) and a sale of 15,000 shares in the open market at $40.21 per share (gross proceeds $603,150). The Form 4 also records a separate derivative acquisition of 15,000 shares at $0.00 per share.

Key Details

• Transaction date: June 18, 2026. Form filed: June 22, 2026.
• Exercises recorded: 15,000 shares @ $16.25 (acquired; $243,750); 15,000 shares @ $0.00 (acquired; listed as derivative).
• Sale recorded: 15,000 shares sold @ $40.21 — gross proceeds $603,150.
• Shares owned after transaction: not specified in the data provided on this summary.
• Footnotes from the filing:
  • F1: Some shares include purchases under the Issuer's 2015 Employee Stock Purchase Plan (ESPP), exempt under Rule 16b-3(d)/(c).
  • F2: The sale was effected automatically under a Rule 10b5-1 trading plan adopted by Flynn on December 2, 2025.
  • F3: The referenced options represent the right to purchase 150,000 shares and vested beginning Nov 4, 2020 (25% then, remainder quarterly over three years).
• Filing timeliness: filing and transaction dates are listed above; the form does not indicate additional timing notes beyond those dates.

Context
Because the exercises and the sale occurred the same day, this appears to be a cashless-style transaction where exercised shares were sold immediately. The open-market sale was executed under an automatic 10b5-1 plan, which is a pre-established trading arrangement and commonly used by insiders to sell shares without active timing decisions. The filing is factual and does not indicate motive; purchases (notably from ESPP or option exercises) and rule-based sales are common insider transactions.