Form 8-K

8-K — Vericel Corp

Accession: 0001628280-26-050815

Filed: 2026-07-30

Period: 2026-07-30

CIK: 0000887359

SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — vcel-20260730.htm (Primary)

EX-99.1 (ex991earningsreleaseq22026.htm)

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8-K

8-K (Primary)

Filename: vcel-20260730.htm · Sequence: 1

vcel-20260730

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 30, 2026

Vericel Corporation

(Exact name of registrant as specified in its charter)

Michigan

001-35280

94-3096597

(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)

incorporation)

25 Blue Sky Drive

Burlington,

01803

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (617) 588-5555

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, no par value VCEL NASDAQ

Indicate by a check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§240.12b-2 of this chapter). Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02. Results of Operations and Financial Condition

On July 30, 2026, Vericel Corporation issued a press release announcing its financial results for the fiscal quarter ended June 30, 2026, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Report on Form 8-K and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

Exhibit No. Description

99.1

Press Release of Vericel Corporation, "Vericel Reports Second Quarter 2026 Financial Results, Raises Full-Year Financial Guidance and Announces Share Repurchase Program"

104

Cover page interactive data file (embedded within the Inline XBRL document)

EXHIBIT INDEX

Exhibit No. Description

99.1

Press Release of Vericel Corporation, "Vericel Reports Second Quarter 2026 Financial Results, Raises Full-Year Financial Guidance and Announces Share Repurchase Program"

104

Cover page interactive data file (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Vericel Corporation

Date: July 30, 2026

By: /s/ Joseph A. Mara

Name: Joseph A. Mara

Chief Financial Officer

(Principal Financial Officer)

EX-99.1

Filename: ex991earningsreleaseq22026.htm · Sequence: 2

Document

Exhibit 99.1

Vericel Corporation

25 Blue Sky Drive Burlington, MA 01803

T 617 588-5555 F 617 588-5554

www.vcel.com

Vericel Reports Second Quarter 2026 Financial Results, Raises Full-Year Financial Guidance and Announces Share Repurchase Program

Total Revenue Increased 22% to $77.5 Million, with MACI Revenue Growth of 23%

Net Income of $2.2 Million and Free Cash Flow of $14.3 Million

Full-Year 2026 Revenue Guidance Raised to $330 to $340 Million

Board of Directors Authorizes $200 Million Share Repurchase Program

Conference Call Today at 8:30am Eastern Time

BURLINGTON, Mass., July 30, 2026 (GLOBE NEWSWIRE) — Vericel Corporation (NASDAQ:VCEL), a leader in advanced therapies for the sports medicine and severe burn care markets, today reported financial results and business highlights for the second quarter ended June 30, 2026.

Second Quarter 2026 Financial Highlights

•Total net revenue growth of 22% to $77.5 million

•MACI® net revenue growth of 23% to $65.5 million

•Burn Care net revenue growth of 22% to $12.0 million

•Gross margin of 73%

•Net income of $2.2 million, or $0.04 per diluted share

•Non-GAAP adjusted EBITDA margin of 19%

•Operating cash flow of $16.2 million

•Free cash flow of $14.3 million

•Approximately $227 million in cash and investments, and no debt

First Half 2026 Financial Highlights

•Total net revenue growth of 26% to $145.9 million

•MACI net revenue growth of 22% to $121.9 million

•Burn Care net revenue growth of 49% to $24.0 million

•Adjusted EBITDA growth of 47% to $24.4 million

•Operating cash flow of $32.6 million

•Free cash flow of $29.4 million

Exhibit 99.1

Business Highlights and Updates

•Record second quarter total revenue and MACI revenue

•MACI revenue growth of 20% or more for the fifth consecutive quarter, with a four-quarter trailing revenue growth rate of 23%

•Record NexoBrid® quarterly revenue, with 36% growth versus the prior quarter and 33% growth versus the prior year

•Epicel® second quarter revenue growth of 21%

•Double-digit MACI biopsy and implant growth, with record second quarter MACI biopsies, implants and biopsy and implanting surgeons and the second highest number of MACI biopsies and biopsy surgeons in any quarter since launch

•MACI marketing authorization application submitted to U.K. MHRA

•Board of Directors authorized $200 million share repurchase program

“The Company delivered excellent financial and business results in the second quarter as we continue to generate top-tier revenue and profit growth as well as significant free cash flow,” said Nick Colangelo, President and CEO of Vericel. “Given the strong performance across both of our commercial franchises in the first half of the year, the Company is well-positioned for sustained high revenue, profit, and cash flow growth in 2026 and beyond. Our financial outperformance and strong balance sheet allow the Company to continue to invest in our long-term growth initiatives and to opportunistically return capital to shareholders through the launch of the Company’s first share repurchase program, which reflects our confidence in the sustained growth trajectory for the Company in the years ahead.”

2026 Financial Guidance

•Total revenue of $330 to $340 million, compared to previous guidance of $326 to $336 million

•MACI revenue of $284 to $290 million, compared to previous guidance of $282 to $288 million

•Burn Care revenue of $46 to $50 million, compared to previous guidance of $44 to $48 million

•Reaffirmed full-year profitability guidance of gross margin of approximately 75% and adjusted EBITDA margin of approximately 27%

Second Quarter 2026 Results

Total net revenue for the quarter ended June 30, 2026 increased 22% to $77.5 million, compared to $63.2 million in the second quarter of 2025. Total net product revenue for the quarter included $65.5 million of MACI (autologous cultured chondrocytes on porcine collagen membrane) net revenue, $10.4 million of Epicel (cultured epidermal autografts) net revenue, and $1.5 million of NexoBrid (anacaulase-bcdb) net revenue, compared to $53.5 million of MACI net revenue, $8.6 million of Epicel net revenue, and $1.2 million of NexoBrid net revenue, respectively, in the second quarter of 2025.

Exhibit 99.1

Gross profit for the quarter ended June 30, 2026 was $56.4 million, or 73% of net revenue, compared to $46.6 million, or 74% of net revenue, for the second quarter of 2025.

Total operating expenses for the quarter ended June 30, 2026 were $56.0 million, compared to $48.6 million for the same period in 2025. The increase in operating expenses was primarily due to increased headcount and related employee expenses, including the MACI sales force expansion, and an increase in marketing programs.

Net income for the quarter ended June 30, 2026 was $2.2 million, or $0.04 per diluted share, compared to a net loss of $0.6 million, or $0.01 per diluted share, for the second quarter of 2025.

Non-GAAP adjusted EBITDA for the quarter ended June 30, 2026 was $14.9 million, or 19% of net revenue, compared to $13.4 million, or 21% of net revenue, for the second quarter of 2025. A table reconciling non-GAAP measures is included in this press release for reference.

Conference Call Information

Today’s conference call will be available live at 8:30 a.m. Eastern Time. The live webcast can be accessed on the Investor Relations section of the Vericel website at http://investors.vcel.com/events-presentations. Presentation slides for the conference call will be available on the webcast and on the Vericel website. A replay of the webcast will be available until July 30, 2027.

To participate by telephone, dial 800-330-6730 or +1-312-471-1351 if connecting from outside the U.S. When connected, please use passcode: 567253.

About Vericel Corporation

Vericel is a leading provider of advanced therapies for the sports medicine and severe burn care markets. The Company combines innovations in biology with medical technologies, resulting in a highly differentiated portfolio of innovative cell therapies and specialty biologics that repair injuries and restore lives. Vericel markets three products in the United States. MACI (autologous cultured chondrocytes on porcine collagen membrane) is an autologous cellularized scaffold product indicated for the repair of symptomatic, single or multiple full-thickness cartilage defects of the knee with or without bone involvement in adults. Epicel (cultured epidermal autografts) is a permanent skin replacement for the treatment of patients with deep dermal or full thickness burns greater than or equal to 30% of total body surface area. Vericel also holds an exclusive license for North American rights to NexoBrid (anacaulase-bcdb), a biological orphan product containing proteolytic enzymes, which is indicated for eschar removal in adults and pediatric patients with deep partial-thickness and/or full-thickness thermal burns. For more information, please visit www.vcel.com.

Epicel®, MACI® and MACI Arthro® are registered trademarks of Vericel Corporation. NexoBrid® is a registered trademark of MediWound Ltd. and is used under license to Vericel Corporation. © 2026 Vericel Corporation. All rights reserved.

Exhibit 99.1

GAAP v. Non-GAAP Measures

Vericel’s reported earnings are prepared in accordance with generally accepted accounting principles in the United States, or GAAP, and represent earnings as reported to the Securities and Exchange Commission (SEC). Vericel has provided in this release certain financial information that has not been prepared in accordance with GAAP. Vericel’s management believes that the non-GAAP adjusted EBITDA, which includes adjustments for specific items that are generally not indicative of our core operations, and free cash flow described in this release, provide additional information that is useful to investors in understanding Vericel’s underlying performance, business and performance trends, and helps facilitate period-to-period comparisons and comparisons of its financial measures with other companies in Vericel’s industry. However, the non-GAAP financial measures that Vericel uses may differ from measures that other companies may use. Non-GAAP financial measures are not required to be uniformly applied, are not audited and should not be considered in isolation or as substitutes for results prepared in accordance with GAAP.

Forward-Looking Statements

Vericel cautions you that all statements other than statements of historical fact included in this press release that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. Although we believe that we have a reasonable basis for the forward-looking statements contained herein, they are based on current expectations about future events affecting us and are subject to risks, assumptions, uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Our actual results may differ materially from those expressed or implied by the forward-looking statements in this press release. These statements are often, but are not always, made through the use of words or phrases such as “anticipates,” “intends,” “estimates,” “plans,” “expects,” “continues,” “believe,” “guidance,” “outlook,” “target,” “future,” “potential,” “goals” and similar words or phrases, or future or conditional verbs such as “will,” “would,” “should,” “could,” “may,” or similar expressions.

Among the factors that could cause actual results to differ materially from those set forth in the forward-looking statements include, but are not limited to, uncertainties associated with our expectations regarding future revenue, growth in revenue, market penetration for MACI, MACI Arthro, Epicel, and NexoBrid in the U.S. and in applicable markets outside the U.S., growth in profit, gross margins and operating margins, the ability to continue to scale our manufacturing operations to meet the demand for our cell therapy products, the ability to sustain profitability, the expected target surgeon audience, potential fluctuations in sales and volumes and our results of operations over the course of the year, timing and conduct of clinical trial and product development activities, timing and likelihood of the FDA’s potential approval of the use of MACI to treat cartilage defects in the ankle, the timing and likelihood of obtaining market approval for MACI in the United Kingdom, the estimate of the commercial growth potential of our products and product candidates, competitive developments, changes in third-party coverage and reimbursement, including recent and future healthcare and drug pricing reform measures and private payor initiatives, surgeon adoption of MACI Arthro, physician and burn center adoption

Exhibit 99.1

of NexoBrid, labor strikes, supply chain disruptions or other events or factors that might affect our ability to manufacture MACI or Epicel or affect MediWound’s ability to manufacture and supply sufficient quantities of NexoBrid to meet customer demand, including but not limited to conflicts in the Middle East region involving Israel or those related to disruptions of land or sea transportation routes or distribution or shipping channels, uncertainties associated with the potential benefits of the Company’s agreement with BARDA for the procurement and development of NexoBrid and the availability of funding from BARDA under that agreement, negative impacts on the global economy and capital markets resulting from the conflicts in Ukraine and Iran, as well as other hostilities in the Middle East, changes in trade policies and regulations, including the potential for increases or changes in duties, current and potentially new tariffs or quotas, lingering effects of adverse developments affecting financial institutions, companies in the financial services industry or the financial services industry generally, changes in governmental monetary and fiscal policies, including, but not limited to, Federal Reserve policies in connection with continued inflationary pressures, the impact from future regulatory, judicial and legislative changes affecting our industry or the broader market, including those included in the One Big Beautiful Bill Act, and a U.S. government shutdown.

These and other significant factors are discussed in greater detail in Vericel’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026, Vericel’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed with the SEC on July 30, 2026, and in other filings with the SEC. These forward-looking statements reflect our views as of the date hereof and Vericel does not assume and specifically disclaims any obligation to update any of these forward-looking statements to reflect a change in its views or events or circumstances that occur after the date of this release except as required by law.

Investor Contact:

Eric Burns

ir@vcel.com

+1 (734) 418-4411

Exhibit 99.1

VERICEL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts - unaudited)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Product sales, net $ 77,457 $ 63,240 $ 145,882 $ 115,838

Total revenue 77,457 63,240 145,882 115,838

Cost of product sales 21,055 16,627 40,214 32,952

Gross profit 56,402 46,613 105,668 82,886

Research and development 7,493 6,731 15,597 13,992

Selling, general and administrative 48,475 41,911 97,701 83,715

Total operating expenses 55,968 48,642 113,298 97,707

Income (loss) from operations 434 (2,029) (7,630) (14,821)

Other income (expense):

Interest income 1,954 1,657 3,805 3,314

Interest expense (160) (157) (320) (310)

Other income (expense) (22) (24) 49 18

Total other income 1,772 1,476 3,534 3,022

Net income (loss) $ 2,206 $ (553) $ (4,096) $ (11,799)

Net income (loss) per common share:

Basic $ 0.04 $ (0.01) $ (0.08) $ (0.24)

Diluted $ 0.04 $ (0.01) $ (0.08) $ (0.24)

Weighted-average common shares outstanding:

Basic 51,075 50,368 50,925 50,138

Diluted 52,312 50,368 50,925 50,138

Exhibit 99.1

VERICEL CORPORATION

RECONCILIATION OF REPORTED NET INCOME (LOSS) (GAAP)

TO ADJUSTED EBITDA (NON-GAAP MEASURE)

(in thousands - unaudited)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net income (loss) $ 2,206 $ (553) $ (4,096) $ (11,799)

Stock-based compensation expense 9,083 10,140 20,377 21,645

Depreciation and amortization 3,620 2,826 6,887 5,512

Net interest income (1,801) (1,500) (3,493) (3,004)

Pre-occupancy lease expense and tech transfer 1,756 2,446 4,745 4,247

Adjusted EBITDA (Non-GAAP) $ 14,864 $ 13,359 $ 24,420 $ 16,601

Exhibit 99.1

VERICEL CORPORATION

RECONCILIATION OF FREE CASH FLOW (NON-GAAP MEASURE)

(in thousands - unaudited)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net cash provided by operating activities $ 16,191 $ 8,214 $ 32,574 $ 14,814

Capital expenditures (1,932) (8,133) (3,189) (22,345)

Free cash flow (Non-GAAP) $ 14,259 $ 81 $ 29,385 $ (7,531)

Net cash used in investing activities $ (2,820) $ (9,028) $ (7,021) $ (24,170)

Net cash provided by (used in) financing activities $ 2,692 $ 1,641 $ (287) $ 4,839

Exhibit 99.1

VERICEL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands - unaudited)

June 30, December 31,

2026 2025

ASSETS

Current assets:

Cash and cash equivalents $ 125,358 $ 100,092

Short-term investments 37,100 37,407

Accounts receivable (net of allowance for doubtful accounts of $23 and $13, respectively) 75,712 84,634

Inventory 18,382 17,560

Other current assets 8,178 7,744

Total current assets 264,730 247,437

Property and equipment, net 105,603 108,397

Intangible assets, net 5,313 5,625

Right-of-use assets 62,014 64,774

Long-term investments 64,973 61,395

Other long-term assets 233 341

Total assets $ 502,866 $ 487,969

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Accounts payable $ 20,614 $ 15,828

Accrued expenses 17,644 19,236

Current portion of operating lease liabilities 14,158 13,969

Other current liabilities 116 116

Total current liabilities 52,532 49,149

Operating lease liabilities 78,379 82,284

Other long-term liabilities 1,914 1,896

Total liabilities 132,825 133,329

Total shareholders’ equity 370,041 354,640

Total liabilities and shareholders’ equity $ 502,866 $ 487,969

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v3.26.1

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