The Vericel Corporation 2022 Omnibus Incentive Plan (“2022 Plan”) was approved on April 27, 2022, and the Vericel Corporation Amended and Restated 2022 Omnibus Incentive Plan (“Amended and Restated 2022 Plan”) was approved on April 30, 2025. The Amended and Restated 2022 Plan provides incentives through the grant of stock options, stock appreciation rights, restricted stock awards and restricted stock units. The exercise price of stock options granted under the Amended and Restated 2022 Plan shall not be less than the fair market value of the Company’s common stock on the date of grant. The Amended and Restated 2022 Plan amended and restated the 2022 Plan, which replaced the 1992 Stock Option Plan, the 2001 Stock Option Plan, the Amended and Restated 2004 Equity Incentive Plan, the 2009 Second Amended and Restated Omnibus Incentive Plan, the 2017 Omnibus Incentive Plan and the Amended and Restated 2019 Omnibus Incentive Plan (collectively the “Prior Plans”), and no new grants have been granted under the Prior Plans after approval of the 2022 Plan. However, the expiration or forfeiture of options previously granted under the Prior Plans will increase the number of shares available for issuance under the Amended and Restated 2022 Plan.


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2025		2024		2025		2024
Cost of product sales	$	1,109	$	911	$	2,249	$	2,152
Research and development	1,148		965		2,635		2,186
Selling, general and administrative	7,883		7,644		16,761		15,016
Total non-cash stock-based compensation expense	$	10,140	$	9,520	$	21,645	$	19,354

During the three and six months ended June 30, 2025, the Company granted service-based options to purchase common stock of 74,625 and 576,723, respectively, and 133,225 and 640,387, respectively, for the same periods in 2024. The weighted-average grant-date fair value of service-based options granted during the three and six months ended June 30, 2025 was $21.52 and $28.84 per option, respectively, and $27.85 and $28.14, respectively, for the same periods in 2024.

During the three and six months ended June 30, 2025, the Company granted 87,065 and 555,951 restricted stock units, respectively, and 48,500 and 586,925, respectively, for the same periods in 2024. The weighted-average grant-date fair value of restricted stock units granted during the three and six months ended June 30, 2025 was $38.77 and $51.87 per unit, respectively, and $48.06 and $48.23 per unit, respectively, for the same periods in 2024.