Vericel Corp — Director's Dealing 2025

Feb 20, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Vericel Corp (VCEL)
CIK: 0000887359
Period of Report: 2025-02-18

Reporting Person: Hopper Jonathan Mark (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-02-18	Common Stock	M	3000	—	Acquired	61500	Direct
2025-02-18	Common Stock	M	2325	—	Acquired	63825	Direct
2025-02-18	Common Stock	F	985	$57.28	Disposed	62840	Direct
2025-02-19	Common Stock	M	1750	—	Acquired	64590	Direct
2025-02-19	Common Stock	F	853	$57.78	Disposed	63737	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-02-18	Restricted Stock Unit	$	M	3000	Acquired		Common Stock (3000)	Direct
2025-02-18	Restricted Stock Unit	$	M	2325	Acquired		Common Stock (2325)	Direct
2025-02-19	Restricted Stock Unit	$	M	1750	Acquired		Common Stock (1750)	Direct

Footnotes

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.

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 17, 2023. The remaining RSUs will vest in annual installments on February 17, 2026, and February 17, 2027, respectively. Upon the vesting of RSUs granted to the Reporting Person on February 17, 2023, the Reporting Person deferred the receipt of 3,000 shares of Common Stock and instead received 3,000 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 18, 2022. The remaining RSUs will vest on February 18, 2026.

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 19, 2021.

F7: Each RSU represents a contingent right to receive one share of common stock of Vericel Corporation.

F8: No expiration date for this type of award.

F9: The Fair Market Value of the vested derivative securities is $57.28 per share.

F10: The Fair Market Value of the vested derivative securities is $57.78 per share.