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):  January 13, 2026

Vericel Corporation
(Exact name of registrant as specified in its charter)

Michigan
001-35280
94-3096597
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

64 Sidney Street
 
 
Cambridge, MA
 
02139
(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. ☐



Item 2.02.
Results of Operations and Financial Condition.

Vericel Corporation (the “Company”) will participate in the 44th 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-year revenue for fiscal year 2025, preliminary and unaudited net income for 2025, preliminary and unaudited 2025 gross margin percentage, preliminary 2025 adjusted EBITDA margin, its estimated cash and investments balance as of December 31, 2025, and additional financial and business updates.

Because the Company’s financial statements for the year ended December 31, 2025, have not been finalized or audited, these preliminary statements regarding the Company’s operating and financial results as of and for the year ended December 31, 2025, are subject to change and the Company’s actual results as of the end of this period may differ materially from this preliminary estimate.  Accordingly, stockholders should not place undue reliance on this preliminary estimate.  A copy of the Company’s January 13, 2026, press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”).

Item 7.01.
Regulation FD Disclosure.
The information set forth in Item 2.02 of this Report is incorporated into this Item 7.01 by reference.

The preliminary financial data included in this Current Report on Form 8-K has been prepared by, and is the responsibility of, the Company’s management.  PricewaterhouseCoopers LLP has not audited, reviewed, examined, compiled, nor applied agreed-upon procedures with respect to the preliminary financial data.  Accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto.

In accordance with General Instructions B.2 and B.6 of Form 8-K, the information included in Item 2.02 and Item 7.01 of this Report shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
 
Item 9.01.
Financial Statements and Exhibits.

Exhibit No.
 
Description
99.1
 
Press Release, dated January 13, 2026, titled “Vericel Announces Preliminary 2025 Financial Results and Business Updates”
104 *
 
Cover Page Interactive Data File (embedded within the Inline XBRL)

* Furnished herewith


EXHIBIT INDEX

Exhibit No.
 
Description
 
Press Release, dated January 13, 2026, titled “Vericel Announces Preliminary 2025 Financial Results and Business Updates”
104 *
 
Cover Page Interactive Data File (embedded within the Inline XBRL)

* Furnished herewith.


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: January 13, 2026
By:
/s/ Sean C. Flynn
   
Name: Sean C. Flynn
   
Title: Chief Legal Officer




Exhibit 99.1

Vericel Corporation
64 Sidney Street
Cambridge, MA  02139
T 617 588-5555  F 617 588-5554
www.vcel.com

Vericel Announces Preliminary 2025 Financial Results and Business Updates
 
Total Revenue Expected to be $276 Million
 
MACI Revenue Expected to be $239.5 Million
 
Fourth Quarter Total Revenue and MACI Revenue Growth of 23%
 
CAMBRIDGE, Mass., January 13, 2026 (GLOBE NEWSWIRE) -- Vericel Corporation (NASDAQ:VCEL), a leader in advanced therapies for the sports medicine and severe burn care markets, today announced preliminary, unaudited financial results and other business updates for the fourth quarter and year ended December 31, 2025.
 
Preliminary, Unaudited Full-Year 2025 Financial Results

Total net revenue expected to be approximately $276 million, with MACI® net revenue of $239.5 million and Burn Care net revenue of $36.5 million

Gross margin expected to be 74% and adjusted EBITDA margin expected to be 26%

GAAP Net Income profitability expected for the second consecutive year

$200 million in cash and investments, and no debt

Business Highlights and Updates

Highest number of MACI implants, implanting surgeons, surgeons taking biopsies and MACI biopsies in any quarter since launch in the fourth quarter

MACI revenue growth of 20% or more for the third consecutive year

Completed MACI sales force expansion

More than 900 MACI Arthro® trained surgeons as of year-end 2025

Initiated MACI Ankle™ MASCOT clinical study

Remain on track to begin MACI commercial manufacturing in new facility in 2026
 
“The Company executed extremely well in 2025, delivering strong revenue and profitability growth,” said Nick Colangelo, President and CEO of Vericel.  “We are entering 2026 with a great deal of momentum and expect another year of high revenue growth, increasing MACI utilization and further growth in profitability and cash generation as we continue to progress toward our mid-term financial targets.”
 
Vericel is scheduled to present at the 44th Annual J.P. Morgan Healthcare Conference at 2:15 p.m. ET (11:15 a.m. PT) on Wednesday, January 14, 2026.  A webcast of the presentation will be available on the Investor Relations section of the Vericel Corporation website at: http://investors.vcel.com.
 

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.
 
Preliminary and Unaudited Nature of Reported Results
Our revenue expectations for the fourth quarter and full-year ended 2025, as well as our estimates concerning net income, gross margin, adjusted EBITDA margin and cash and investments are preliminary, unaudited and are subject to change based on the completion of ongoing internal control, review, and audit procedures.  As a result, these amounts may differ materially from the amounts that will be reflected in the Company’s consolidated financial statements for the year ended December 31, 2025.  Accordingly, you should not place undue reliance on this preliminary estimate.
 
GAAP v. Non‑GAAP Measures
Vericel’s expected and 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.  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 margin described in this release, which includes adjustments for specific items that are generally not indicative of our core operations, provides 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.
 
Page 2 of 4

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, the inherent uncertainties associated with our expectations concerning expected revenue results for the fourth quarter and full-year ended 2025, and estimates of our net income, gross margin, adjusted EBITDA margin and cash and investments as of December 31, 2025.  Vericel’s revenue expectations for the fourth quarter and full-year ended 2025, as well as its estimates concerning net income, gross margin, adjusted EBITDA margin and cash and investments are preliminary, unaudited and are subject to change during ongoing internal control, review and audit procedures.  Additional 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®, 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, including the timely qualification of a new manufacturing facility in Burlington, Massachusetts, the ability to sustain profitability, contributions to adjusted EBITDA, 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 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 reform measures and private payor initiatives, surgeon adoption of MACI Arthro, physician and burn center adoption 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, negative impacts on the global economy and capital markets resulting from the conflict in Ukraine and Middle East conflicts, including those associated with potential further involvement by the U.S., 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, possible 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 to our industry or to the broader business landscape, including those included in the One Big Beautiful Bill Act, a shutdown of, or gridlock within the U.S. government, global geopolitical tensions and potential future impacts on our business or the economy generally stemming from a public health emergency.
 
Page 3 of 4

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, 2024, filed with the Securities and Exchange Commission (SEC) on February 27, 2025, Vericel’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed with the SEC on November 6, 2025, 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
[email protected]
+1 (734) 418-4411
 

Page 4 of 4