Results of Operations and Financial Condition. Vericel Corporation (the “Company”) will participate in the 44 th Annual J.P. Morgan Healthcare Conference in San Francisco, California, which is being held on Wednesday, January 14, 2026, at 11:15 a.m. Pacific Time. In connection with its participation in the conference, on January 13, 2026, the Company issued a press release, which includes estimates of operating and financial results, including its estimated, preliminary and unaudited full-yea…

The provided text is only the standard Item 5.02 header and introductory phrase, containing no specific details about a person, role, or action to classify.

Regulation FD Disclosure The United States government recently announced a broad range of tariffs on foreign goods imported into the U.S., with certain nations and regions responding with retaliatory tariffs on U.S. goods. Vericel Corporation (the “Company”) anticipates minimal impact on its business and operations from these tariffs, or future tariffs on pharmaceuticals that may be announced. All of the Company’s operations are located in the U.S. and 100% of the Company’s revenue in 2025, a…

Results of Operations and Financial Condition. In connection with its participation in the 43 rd Annual J.P. Morgan Healthcare Conference, on January 14, 2025, Vericel Corporation (the “Company”) issued a press release and updated its corporate presentation, both of which include estimates of operating and financial results as of and for the year ended December 31, 2024. The Company’s corporate presentation includes additional updates regarding its business. Because the Company’s financial st…

Other Events On August 26, 2024, Vericel Corporation issued a press release titled “Vericel Announces FDA Approval and Commercial Availability of MACI Arthro.” A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Other Events On August 15, 2024, Vericel Corporation issued a press release titled “Vericel Announces FDA Approval of NexoBrid for the Treatment of Pediatric Patients with Severe Thermal Burns.” A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Results of Operations and Financial Condition. In connection with its participation in the 42 nd Annual J.P. Morgan Healthcare Conference, on January 9, 2024, Vericel Corporation (the “Company”) issued a press release and updated its corporate presentation, both of which include estimates of operating and financial results as of and for the year ended December 31, 2023. The Company’s corporate presentation includes additional updates regarding its business. Because the Company’s financial sta…

The filing discloses the adoption of a deferred compensation plan, which is a compensatory arrangement rather than a change in management personnel.

Results of Operations and Financial Condition. In connection with its participation in the 41 st Annual J.P. Morgan Healthcare conference, on January 10, 2023, Vericel Corporation (the “Company”) issued a press release and updated its corporate presentation, both of which include estimates of operating and financial results as of and for the year ended December 31, 2022, as well as other updates regarding its business. Because the Company’s financial statements for the year ended December 31,…

Other Events On December 29, 2022, Vericel Corporation issued a press release titled “Vericel Announces FDA Approval of NexoBrid for the Treatment of Severe Thermal Burns in Adults.” A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Creation of a Direct Financial Obligation The information included under

Entry into a Material Definitive Agreement Revolving Credit Agreement On July 29, 2022, Vericel Corporation (the “Company”), as borrower, entered into a $150 million five-year senior secured revolving credit facility (“the Facility”) pursuant to a Senior Secured Revolving Credit Agreement by and among the Company, the lenders party thereto, and J.P. Morgan Chase Bank, N.A., as the administrative agent (the “Revolving Credit Agreement”). J.P. Morgan Chase Bank, N.A. also acted as sole bookrunn…

The provided text is only the standard Item 5.02 header and introductory phrase, containing no specific details about a person, role, or action to classify.

Principal Accounting Officer — Jonathan Siegal: The filing discloses the internal appointment of the Vice President and Corporate Controller as Principal Accounting Officer, replacing an acting officer, which is a routine administrative change rather than a senior executive departure.

Entry into a Material Definitive Agreement . On January 28, 2022, Vericel Corporation (the “Company”) entered into a Lease Agreement (the “Lease”) with NBD Property Owner 2, L.P. (the “Landlord”) to lease approximately 125,749 square feet of to-be-constructed manufacturing, laboratory and office space at 25 Network Drive, Burlington, Massachusetts (the “Premises”). Once constructed, the Premises will serve as the Company’s new corporate headquarters and primary manufacturing facility. The ter…

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. The disclosures set forth above under

Results of Operations and Financial Condition. In connection with its participation in the 40 th Annual J.P. Morgan Healthcare conference on January 12, 2022, Vericel Corporation (the “Company”) updated its corporate presentation to include disclosure that the Company estimates its full-year revenue growth for fiscal year 2021 to be in the range of 25%-26%, and its total adjusted EBITDA for the year to be approximately $30 million, based on preliminary unaudited financial results. The corpora…

Entry into a Material Definitive Agreement. On August 27, 2021, Vericel Corporation (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with SVB Leerink LLC, as sales agent (“SVB Leerink”) in connection with the offer and sale of up to $200,000,000 of shares of the Company’s common stock, no par value per share (“ATM Shares”). The ATM Shares to be offered and sold under the Sales Agreement will be issued and sold pursuant to an automatically effective shelf registration sta…

Vice President, Controller and principal accounting officer — Sandra Pennell: The resignation of the Vice President, Controller and principal accounting officer is a genuine departure of a senior financial officer, though the appointment of the CFO to the role suggests an orderly transition.

Director — Lisa Wright: The filing announces the election of a new director, which is a routine board composition change and not the departure of a senior executive.

Termination of a Material Definitive Agreement. The information set forth in

Entry into a Material Definitive Agreement. The information set forth in

Material Modification to Rights of Security Holders. On February 11, 2021, Vericel Corporation (the “Company”) and Continental Stock Transfer & Trust Company, as rights agent (the “Rights Agent”), entered into an Amendment No. 2 (the “Amendment”) to the Shareholder Rights Agreement, dated as of August 11, 2011, between the Company and the Rights Agent (the “Rights Agreement”) filed as Exhibit 4.1 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commis…

CFO — Joseph A. Mara: The filing announces the external hire of a new CFO, Joseph A. Mara, from Biogen, which is a significant management change but not a departure event.

Results of Operations and Financial Condition. On January 11, 2021, Vericel Corporation (the “Company”) issued a press release providing select business updates including preliminary unaudited fourth quarter and full-year ended 2020 product revenues and the Company’s preliminary unaudited cash and investments balance as of December 31, 2020. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in this