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Vericel Corp

For the period ended Sep 30, 2026. Filed Nov 5, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 5, 2026

VCEL$54.62+5.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-07-30.

0001628280-26-050836

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-05.

0001628280-26-070657

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 71 previous paragraphs and 71 current paragraphs.

57 unchanged; 14 reworded; 0 added; 0 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 4 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Reworded paragraphs (14)

Previous wording

The specific timing, price and size of purchases will depend on prevailing stock prices, general economic and market conditions, and other considerations. The share repurchase program does not obligate us to acquire any specific amount of our common stock and may be suspended or discontinued at any time at our discretion.

Current wording

The specific timing, price and size of purchases will depend on prevailing stock prices, general economic and market conditions, and other considerations. The share repurchase program does not obligate us to acquire any specific amount of our common stock and may be suspended or discontinued at any time at our discretion (see Note 9, “Shareholders’ Equity” in the accompanying condensed consolidated financial statements for further details).

Previous wording

Total revenue increase for the three and six months ended June 30, 2026, compared to the same periods in 2025, was driven primarily by MACI and Epicel volume and price growth.

Current wording

Total revenue increase for the three and nine months ended September 30, 2026, compared to the same periods in 2025, was driven primarily by volume and price growth across all products, including approximately $3.0 million of NexoBrid sales to BARDA.

Previous wording

Gross profit increased for the three and six months ended June 30, 2026, compared to the same periods in 2025, primarily driven by MACI and Epicel revenue growth combined with our primarily fixed manufacturing cost structure, which consists mainly of labor and facility costs.

Current wording

Gross profit increased for the three and nine months ended September 30, 2026, compared to the same periods in 2025, primarily driven by MACI, Epicel and NexoBrid revenue growth combined with our primarily fixed manufacturing cost structure, which consists mainly of labor and facility costs.

Previous wording

Research and development expenses for the three and six months ended June 30, 2026 were $7.5 million and $15.6 million, respectively, compared to $6.7 million and $14.0 million, respectively, for the same periods in 2025. The increase is primarily due to higher headcount and employee expenses, regulatory support for potential MACI launch in the United Kingdom and MACI MASCOT trial spend.

Current wording

Research and development expenses for the three and nine months ended September 30, 2026 were $6.9 million and $22.5 million, respectively, compared to $6.3 million and $20.3 million, respectively, for the same periods in 2025. The increase is primarily due to higher headcount and employee expenses, regulatory support for the potential launch of MACI in the United Kingdom and spend related to the MACI MASCOT trial.

Previous wording

Selling, general and administrative expenses for the three and six months ended June 30, 2026 were $48.5 million and $97.7 million, respectively, compared to $41.9 million and $83.7 million, respectively, for the same periods in 2025. The increase in selling, general and administrative expenses for the three and six months ended June 30, 2026 is primarily due to higher headcount and employee expenses, including the MACI sales force expansion, and an increase in marketing programs. Higher facility costs with respect to the new facility in Burlington, Massachusetts also contributed to the increase in selling, general and administrative expenses for the six months ended June 30, 2026.

Current wording

Selling, general and administrative expenses for the three and nine months ended September 30, 2026 were $43.5 million and $141.2 million, respectively, compared to $39.8 million and $123.5 million, respectively, for the same periods in 2025. The increase in selling, general and administrative expenses for the three and nine months ended September 30, 2026 is primarily due to higher headcount and employee expenses, including the MACI sales force expansion, and an increase in marketing programs.

Previous wording

The increase in total other income for the three and six months ended June 30, 2026, compared to the same periods in 2025 was due to an increase in interest income, which was primarily due to fluctuations in the balances and rates of return on our investments in various marketable debt securities and money market funds.

Current wording

The increase in total other income for the three and nine months ended September 30, 2026, compared to the same periods in 2025 was due to an increase in interest income, which was primarily due to fluctuations in the balances and rates of return on our investments in various marketable debt securities and money market funds.

Previous wording

The decrease in stock-based compensation expense for the three and six months ended June 30, 2026, compared to the same periods in 2025, was due primarily to fluctuations in stock prices and the mix of service-based options and restricted stock units, which impacts the fair value of the options and restricted stock units awarded and the expense recognized in the period.

Current wording

The decrease in non-cash stock-based compensation expense for the three and nine months ended September 30, 2026, compared to the same periods in 2025, was due primarily to fluctuations in stock prices and the mix of service-based options and restricted stock units, which impacts the fair value of the options and restricted stock units awarded and the expense recognized in the period.

Previous wording

Our cash and cash equivalents totaled $80.5 million, short-term investments totaled $36.3 million and long-term investments totaled $47.4 million as of June 30, 2025. The $14.8 million of cash provided by operations during the six months ended June 30, 2025 was primarily the result of non-cash charges of $21.6 million related to stock-based compensation expense, $5.5 million in depreciation and amortization expense and $2.7 million of operating lease amortization, partially offset by a net loss of $11.8 million and a net decrease of $4.0 million related to movements in our working capital accounts. The overall decrease in cash from our working capital accounts was primarily driven by an increase in accounts receivable due to higher sales volume, as well as a decrease in accounts payable and accrued expenses due to timing of payments.

Current wording

Our cash and cash equivalents totaled $133.5 million, short-term investments totaled $36.8 million and long-term investments totaled $65.3 million as of September 30, 2026. The $50.3 million of cash provided by operations during the nine months ended September 30, 2026 was primarily the result of non-cash charges of $28.2 million related to stock-based compensation expense, $10.5 million in depreciation and amortization expense, net income of $10.1 million and $4.2 million of operating lease amortization, partially offset by a net decrease of $3.1 million related to movements in our working capital accounts. The overall decrease in cash from our working capital accounts was primarily driven by payments on operating leases and an increase in prepaid contracts, partially offset by an increase in accounts payable due to timing of payments.

Previous wording

Our cash and cash equivalents totaled $125.4 million, short-term investments totaled $37.1 million and long-term investments totaled $65.0 million as of June 30, 2026. The $32.6 million of cash provided by operations during the six months ended June 30, 2026 was primarily the result of non-cash charges of $20.4 million related to stock-based compensation expense, $6.9 million in depreciation and amortization expense, $2.8 million of operating lease amortization and a net increase of $6.2 million related to movements in our working capital accounts, partially offset by a net loss of $4.1 million. The overall increase in cash from our working capital accounts was primarily driven by a decrease in accounts receivable due to cash collections and an increase in accounts payable due to timing of payments, partially offset by payments on operating leases.

Current wording

Our cash and cash equivalents totaled $100.4 million, short-term investments totaled $35.0 million and long-term investments totaled $49.7 million as of September 30, 2025. The $36.9 million of cash provided by operations during the nine months ended September 30, 2025 was primarily the result of non-cash charges of $30.3 million related to stock-based compensation expense, $8.5 million in depreciation and amortization expense and $4.0 million of operating lease amortization, partially offset by a net loss of $6.7 million and a net increase of $0.1 million related to movements in our working capital accounts. The overall increase in cash from our working capital accounts was primarily driven by an increase in accounts payable due to timing of payments, partially offset by payments on operating leases and a decrease in accrued expenses due to timing of payments.

Previous wording

Net cash used in investing activities during the six months ended June 30, 2026 was the result of $29.0 million in investment purchases and $3.2 million of property and equipment purchases primarily for construction in process, partially offset by $25.2 million of investment sales and maturities.

Current wording

Net cash used in investing activities during the nine months ended September 30, 2026 was the result of $39.7 million in investment purchases and $5.2 million of property and equipment purchases primarily for construction in process, partially offset by $35.2 million of investment sales and maturities.

Previous wording

Net cash used in investing activities during the six months ended June 30, 2025 was the result of $22.3 million of property and equipment purchases primarily for construction in process related to the Burlington Lease and $29.0 million in investment purchases, partially offset by $27.2 million of investment sales and maturities.

Current wording

Net cash used in investing activities during the nine months ended September 30, 2025 was the result of $43.5 million in investment purchases and $25.0 million of property and equipment purchases primarily for construction in process related to the Burlington Lease, partially offset by $40.9 million of investment sales and maturities.

Previous wording

Net cash used in financing activities during the six months ended June 30, 2026 was the result ofpayment of employee withholding taxes related to the vesting of restricted stock units of $4.7 million, partially offset by thenet proceeds from the exercise of stock options and the employee stock purchase plan of $4.4 million.

Current wording

Net cash used in financing activities during the nine months ended September 30, 2026 was the result ofrepurchases of common stock of $8.5 million and payment of employee withholding taxes related to the vesting of restricted stock units of $4.9 million, partially offset by thenet proceeds from the exercise of stock options and the employee stock purchase plan of $6.4 million.

Previous wording

Net cash provided by financing activities during the six months ended June 30, 2025 was the result of net proceeds from the exercise of stock options and the employee stock purchase plan of $11.2 million, partially offset by the payment of employee withholding taxes related to the vesting of restricted stock units of $6.3 million.

Current wording

Net cash provided by financing activities during the nine months ended September 30, 2025 was the result of net proceeds from the exercise of stock options and the employee stock purchase plan of $12.7 million, partially offset by the payment of employee withholding taxes related to the vesting of restricted stock units of $6.6 million.

Previous wording

There have been no material changes to our critical accounting policies and estimates in the six months ended June 30, 2026. For further information, refer to our summary of significant accounting policies and estimates in our Annual Report on Form 10-K filed for the year ended December 31, 2025.

Current wording

There have been no material changes to our critical accounting policies and estimates in the nine months ended September 30, 2026. For further information, refer to our summary of significant accounting policies and estimates in our Annual Report on Form 10-K filed for the year ended December 31, 2025.