TransMedics Reports Inducement Grants Under NASDAQ Listing Rule 5635(c)(4)

Rhea-AI Summary

TransMedics (Nasdaq: TMDX) announced inducement equity grants dated Dec 22, 2025 for five new employees under Nasdaq Listing Rule 5635(c)(4) and the TransMedics Inducement Plan.

The company granted an aggregate of 6,333 non-qualified stock options and 4,205 restricted stock units (RSUs). The options carry a per-share exercise price of $129.35 (closing price on Dec 22, 2025) and a 10-year term. Option vesting: 25% on first anniversary of start date, remainder monthly over the next three years, subject to continued service. RSU vesting: 25% on each of the first four anniversaries of the start date, subject to continued service. Grants were approved by the Compensation Committee.

Key Figures

Stock options granted 6,333 shares Non-qualified options as inducement awards on Dec 22, 2025

RSUs granted 4,205 units Restricted stock units as inducement awards to new employees

Employees receiving awards 5 employees New hires receiving inducement grants under Nasdaq Rule 5635(c)(4)

Option exercise price $129.35 per share Closing price on Nasdaq Global Market on Dec 22, 2025

Option term 10 years Non-qualified stock options under TransMedics Inducement Plan

Initial option vesting 25% after 1 year First anniversary of employee start date, then monthly over 3 years

RSU vesting schedule 25% annually over 4 years On each of first four anniversaries of employment start date

Market Reality Check

$126.99 Last Close

Volume Volume 383,079 vs 20-day average 803,349 (relative volume 0.48x). low

Technical Price 128.20 is trading above 200-day MA 113.72 and 17.82% below 52-week high.

Peers on Argus

TMDX was down 0.89% pre-news with mixed peers: ITGR -1.52%, INSP -1.04%, BRKR -0.89%, GKOS -0.56%, while LIVN rose 0.40%, suggesting stock-specific rather than broad sector momentum.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 09	International OCS expansion	Positive	-1.3%	Strategic collaboration to build Italian National OCS Program hubs and fleet.
Nov 18	Conference participation	Neutral	+3.2%	Management fireside chat at major healthcare investor conference.
Oct 31	Inducement equity grants	Neutral	-5.2%	Equity awards to 15 new employees under Nasdaq inducement rules.
Oct 29	Q3 2025 earnings	Positive	+3.5%	Strong revenue, profitability, and raised full‑year guidance with OCS growth.
Oct 15	Earnings date notice	Neutral	+1.2%	Announcement of timing and access details for Q3 2025 results call.

Pattern Detected

Recent earnings and corporate events often saw price moves aligning with the tone of the news, while one strategic collaboration headline coincided with a negative reaction.

Recent Company History

Over the last few months, TransMedics reported strong Q3 2025 results with revenue of $143.8 million, net income of $24.3 million, and raised full‑year guidance to $595–$605 million. Earnings news on Oct 29 and its pre-announcement on Oct 15 both aligned with positive price reactions. Inducement grants disclosed on Oct 31 coincided with a -5.18% move, while a strategic Italian OCS collaboration on Dec 9 saw a -1.32% reaction, contrasting with generally constructive fundamentals.

Market Pulse Summary

This announcement details modest inducement equity awards—6,333 stock options at an exercise price of $129.35 and 4,205 RSUs—to 5 new employees under Nasdaq Listing Rule 5635(c)(4). These grants continue a pattern of using equity to attract talent, similar to awards disclosed on Oct 31, 2025. In context of strong recent results, including $143.8 million in Q3 revenue and raised full‑year guidance, investors may watch overall share-based compensation trends and future filings for their cumulative impact on ownership.

Key Terms

non-qualified stock options financial

"TransMedics granted non-qualified stock options to purchase an aggregate of 6,333 shares"

Non-qualified stock options are a type of employee benefit that gives individuals the right to buy company shares at a set price, usually lower than the market value, within a certain period. Unlike other options that may have special tax advantages, these options are taxed as income when exercised, which can affect how much money the employee or investor ultimately gains. They are important because they can influence company compensation strategies and impact the financial outcomes for employees and investors.

restricted stock units financial

"and an aggregate of 4,205 restricted stock units to 5 employees"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Nasdaq Listing Rule 5635(c)(4) regulatory

"were granted in accordance with Nasdaq Listing Rule 5635(c)(4) and pursuant to the"

NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.

exercise price financial

"The stock options were granted with a per share exercise price of $129.35"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

AI-generated analysis. Not financial advice.

ANDOVER, Mass., Dec. 24, 2025 /PRNewswire/ -- TransMedics Group, Inc. ("TransMedics") (Nasdaq: TMDX), a medical technology company that is transforming organ transplant therapy for patients with end-stage lung, heart, and liver failure, today announced that on December 22, 2025, TransMedics granted non-qualified stock options to purchase an aggregate of 6,333 shares of its common stock and an aggregate of 4,205 restricted stock units to 5 employees, each as a material inducement for each employee's entry into employment with TransMedics. The grants were approved by the Compensation Committee of the TransMedics Board of Directors and were granted in accordance with Nasdaq Listing Rule 5635(c)(4) and pursuant to the TransMedics Group, Inc. Inducement Plan.

TransMedics granted non-qualified stock options to purchase 6,333 shares of TransMedics' common stock and 4,205 restricted stock units in the aggregate. The stock options were granted with a per share exercise price of $129.35, the closing price of the common stock on the Nasdaq Global Market on December 22, 2025. Twenty-five percent of the shares subject to each option will vest on the first yearly anniversary of the date of the employee's start of employment, with the remainder vesting in equal monthly installments over the subsequent three year period, subject to the employee's continued service with the Company through the applicable vesting date. The options have a 10-year term and are subject to the terms of the TransMedics Group, Inc. Inducement Plan. Twenty-five percent of each restricted stock unit award will vest on the first four anniversaries of the date of the employee's start of employment, subject to the employee's continued service with the Company through the applicable vesting date. The restricted stock units are subject to the terms of the TransMedics Group, Inc. Inducement Plan.

About TransMedics Group, Inc.
TransMedics is the world's leader in portable extracorporeal warm perfusion and assessment of donor organs for transplantation. Headquartered in Andover, Massachusetts, the company was founded to address the unmet need for more and better organs for transplantation and has developed technologies to preserve organ quality, assess organ viability prior to transplant, and potentially increase the utilization of donor organs for the treatment of end-stage heart, lung, and liver failure.

Investor Contact:
Brian Johnston
Laine Morgan
332-895-3222
Investors@transmedics.com

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SOURCE TransMedics Group, Inc.

FAQ

What equity did TransMedics (TMDX) grant on Dec 22, 2025?

TransMedics granted an aggregate of 6,333 non-qualified stock options and 4,205 RSUs to five employees.

What exercise price was set for the TransMedics (TMDX) options granted Dec 22, 2025?

The options were granted with an exercise price of $129.35, the closing Nasdaq price on Dec 22, 2025.

How do the TransMedics (TMDX) option vesting terms work for the Dec 22, 2025 grants?

Options vest 25% on the first anniversary of the employee's start date, then monthly over the next three years, subject to continued service.

What are the RSU vesting terms for TransMedics (TMDX) inducement awards on Dec 22, 2025?

Each RSU award vests 25% on each of the first four anniversaries of the employee's start date, subject to continued service.

How long do the TransMedics (TMDX) options granted Dec 22, 2025 remain exercisable?

The non-qualified stock options have a 10-year term from the grant date.

Under what authority were the TransMedics (TMDX) inducement grants approved?

The Compensation Committee approved the grants under Nasdaq Listing Rule 5635(c)(4) and the TransMedics Inducement Plan.