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

Rhea-AI Summary

TransMedics (Nasdaq: TMDX) disclosed inducement equity grants on February 18, 2026, awarding non-qualified options for 40,089 shares and 26,549 restricted stock units to 14 new employees. Options use a $135.50 exercise price and have a 10-year term with time‑based vesting schedules.

Grants include 16,734 option shares and 11,082 RSUs to Chief Commercial Officer Giovanni Cecere; awards were approved by the Compensation Committee under Nasdaq Rule 5635(c)(4) and the company Inducement Plan.

Key Figures

Stock options granted: 40,089 shares RSUs granted: 26,549 units Employees receiving awards: 14 employees +5 more

8 metrics

Stock options granted 40,089 shares Non-qualified stock options as inducement grants to new employees

RSUs granted 26,549 units Restricted stock units granted as employment inducements

Employees receiving awards 14 employees Number of new employees receiving inducement grants

Options to CCO 16,734 shares Stock options granted to Chief Commercial Officer Giovanni Cecere

RSUs to CCO 11,082 units Restricted stock units granted to Chief Commercial Officer

Exercise price $135.50 per share Option exercise price based on February 18, 2026 Nasdaq closing price

Initial option vesting 25% Vests on first anniversary of start of employment

Option term 10 years Contractual term of non-qualified stock options

Market Reality Check

Price: $133.14 Vol: Volume 79,563 vs 652,673 ...

low vol

$133.14 Last Close

Volume Volume 79,563 vs 652,673 20-day average (relative volume 0.12), indicating well-below-typical trading activity. low

Technical Price $133.14 trades above 200-day MA of $124.68, 14.65% below the $156.00 52-week high and 114.5% above the $62.07 52-week low.

Peers on Argus

TMDX gained 0.35% with low volume, while peers were mixed: GKOS, BRKR and INSP u...

TMDX gained 0.35% with low volume, while peers were mixed: GKOS, BRKR and INSP up modestly (up to 1.17%), ITGR flat and LIVN slightly negative. No broad, synchronized sector move is indicated.

Historical Context

5 past events · Latest: 2026-02-17 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
2026-02-17	Investor conferences	Neutral	+3.1%	Announcement of March 2026 investor conference presentations and webcast availability.
2026-02-10	Earnings date set	Neutral	-4.3%	Scheduled Q4 and full-year 2025 earnings release and conference call details.
2026-02-09	FDA IDE approval	Positive	+0.9%	Full and unconditional FDA IDE approval for Next-Generation OCS ENHANCE Heart trial.
2026-01-12	HQ expansion	Positive	-1.8%	Long-term lease and campus expansion for new global headquarters in Somerville.
2025-12-30	Conference participation	Neutral	-0.2%	Planned presentation at J.P. Morgan Healthcare Conference with webcast access.

Pattern Detected

Recent news has generally seen modest price reactions, with one notable divergence where a positive headquarters expansion announcement coincided with a price decline.

Recent Company History

Over the last several months, TransMedics has combined investor outreach, operational expansion, and clinical progress. It announced participation in major investor conferences and scheduled its February 24, 2026 earnings release. The company received full FDA IDE approval for its ENHANCE Heart trial targeting over 650 patients. It also committed to a new global headquarters in Somerville, with potential incentives up to $18 million and plans for as many as 600 new jobs. Today’s inducement grants fit into this broader growth and staffing trajectory.

Market Pulse Summary

This announcement details equity-based inducement grants totaling 40,089 stock options and 26,549 re...

Analysis

This announcement details equity-based inducement grants totaling 40,089 stock options and 26,549 restricted stock units to 14 new employees, including the Chief Commercial Officer, at an exercise price of $135.50. The structure follows the company’s inducement plan and Nasdaq listing rules, with four-year vesting schedules. In the context of recent FDA trial approvals, headquarters expansion, and upcoming earnings, these grants highlight ongoing investment in commercial and operational capabilities.

Key Terms

non-qualified stock options, restricted stock units, Nasdaq Listing Rule 5635(c)(4), exercise price

4 terms

non-qualified stock options financial

"TransMedics granted non-qualified stock options to purchase an aggregate of 40,089 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

"an aggregate of 26,549 restricted stock units to 14 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 TransMedics Group, Inc. Inducement Plan"

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 $135.50"

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., Feb. 20, 2026 /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 February 18, 2026, TransMedics granted non-qualified stock options to purchase an aggregate of 40,089 shares of its common stock and an aggregate of 26,549 restricted stock units to 14 employees, each as a material inducement for each employee's entry into employment with TransMedics. The grants included stock options to purchase 16,734 shares of TransMedics' common stock and 11,082 restricted stock units granted to Giovanni Cecere, the Company's Chief Commercial Officer. 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 40,089 shares of TransMedics' common stock and 26,549 restricted stock units in the aggregate. The stock options were granted with a per share exercise price of $135.50, the closing price of the common stock on the Nasdaq Global Market on February 18, 2026. 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 

View original content to download multimedia:https://www.prnewswire.com/news-releases/transmedics-reports-inducement-grants-under-nasdaq-listing-rule-5635c4-302693791.html

SOURCE TransMedics Group, Inc.

FAQ

What equity inducements did TransMedics (TMDX) grant on February 18, 2026?

TransMedics granted options for 40,089 shares and 26,549 restricted stock units. According to the company, these awards were issued as material inducements to 14 employees and approved by the Compensation Committee under Nasdaq Listing Rule 5635(c)(4).

What are the exercise price and term for the TMDX options granted February 18, 2026?

The options carry a per‑share exercise price of $135.50 and a 10-year term. According to the company, $135.50 equals the Nasdaq closing price on February 18, 2026, and options are subject to the Inducement Plan terms.

How do the TMDX option and RSU vesting schedules work for new hires?

Options vest 25% after one year, then monthly over three years; RSUs vest 25% each year for four years. According to the company, vesting is conditioned on continued service through each applicable vesting date under the Inducement Plan.

Which executive received the largest individual inducement from TransMedics (TMDX)?

Giovanni Cecere received 16,734 option shares and 11,082 restricted stock units. According to the company, Cecere, the chief commercial officer, was granted these awards as part of the inducement awards approved February 18, 2026.

Were the TransMedics inducement grants approved under Nasdaq rules and the company plan?

Yes. The Compensation Committee approved the awards under Nasdaq Listing Rule 5635(c)(4) and the TransMedics Inducement Plan. According to the company, grants were made in accordance with those rules and plan terms on February 18, 2026.