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

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Rhea-AI Summary

TransMedics (Nasdaq: TMDX) reported that on July 29, 2026 it granted non-qualified stock options for an aggregate 18,762 shares and 12,414 restricted stock units to nine new employees as material inducement awards under its Inducement Plan and Nasdaq Listing Rule 5635(c)(4).

The options have a 10-year term, a per-share exercise price of $78.00, and vest 25% after one year with the balance vesting monthly over three years, subject to continued service. RSUs vest 25% on each of the first four anniversaries of employment, also subject to continued service.

News Explained

The July 29 inducement awards add potential future common-stock issuance, not an immediate transfer of shares: options cover 18,762 shares at $78.00, while 12,414 RSUs vest over four anniversaries, all subject to employment conditions.

Market Context

Form 4 filing 519040 recorded equity compensation activity for TransMedics on July 14, 2026. That co...

Analysis

Form 4 filing 519040 recorded equity compensation activity for TransMedics on July 14, 2026. That context frames the inducement grants within broader equity-based compensation, while sourced Net Selling insider activity remains a risk to monitor.

Key Figures

Stock options: 18,762 shares Restricted stock units: 12,414 RSUs Employees receiving grants: 9 employees +5 more

8 metrics

Stock options 18,762 shares Granted July 29, 2026

Restricted stock units 12,414 RSUs Granted July 29, 2026

Employees receiving grants 9 employees Employment inducement awards

Option exercise price $78.00 per share Closing price on July 29, 2026

Initial option vesting 25% First yearly employment anniversary

Remaining option vesting 3 years Equal monthly installments after initial vesting

Option term 10 years Term under the Inducement Plan

Nasdaq listing rule 5635(c)(4) Rule governing the inducement grants

Historical Context

5 past events · Latest: Jul 21 (Neutral)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Jul 21	earnings date notice	Neutral	-4.2%	Announcement scheduled second-quarter results and a subsequent investor conference call.
Jul 06	strategic investment	Positive	+3.4%	Completed investment in PAD Aviation to support European transplant logistics expansion.
May 21	inducement grants	Neutral	+0.1%	Granted equity awards to 14 new employees under Nasdaq inducement rules.
May 19	conference presentation	Neutral	+2.8%	Announced participation in the William Blair annual growth stock conference.
May 05	earnings report	Positive	-23.2%	Reported first-quarter revenue and net income while reiterating full-year guidance.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Historical reactions were mixed: the stock aligned with strategic and conference-related news but diverged negatively from a scheduling notice and first-quarter results.

Key Terms

non-qualified stock options, restricted stock units, nasdaq listing rule 5635(c)(4)

3 terms

non-qualified stock options financial

"granted non-qualified stock options to purchase an aggregate of 18,762 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 12,414 restricted stock units to 9 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

"granted in accordance with Nasdaq Listing Rule 5635(c)(4)"

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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08/03/2026 - 04:05 PM

ANDOVER, Mass., Aug. 3, 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 July 29, 2026, TransMedics granted non-qualified stock options to purchase an aggregate of 18,762 shares of its common stock and an aggregate of 12,414 restricted stock units to 9 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.

The stock options were granted with a per share exercise price of $78.00, the closing price of the common stock on the Nasdaq Global Market on July 29, 2026. Twenty-five percent of the shares subject to each option grant 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
Hannah Jeffrey
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-5635c4-302841485.html

SOURCE TransMedics Group, Inc.

FAQ

What inducement equity grants did TransMedics (TMDX) announce on August 3, 2026?

TransMedics announced grants of options for 18,762 shares and 12,414 restricted stock units to nine employees. According to TransMedics, these awards are material inducements for new hires and were issued under its Inducement Plan and Nasdaq Listing Rule 5635(c)(4).

What is the exercise price and term of the new TransMedics (TMDX) stock options granted in July 2026?

The new stock options have a per-share exercise price of $78.00 and a 10-year term. According to TransMedics, the exercise price equals the July 29, 2026 Nasdaq Global Market closing price of its common stock for these inducement option grants.

How do the TransMedics (TMDX) inducement stock options granted in 2026 vest for employees?

The inducement stock options vest 25% on the first anniversary of each employee’s start date, then monthly over three years. According to TransMedics, vesting requires continued service through each vesting date under the company’s Inducement Plan.

What is the vesting schedule for the TransMedics (TMDX) restricted stock units granted to new employees?

The restricted stock units vest 25% on each of the first four anniversaries of employment. According to TransMedics, vesting for these 12,414 RSUs is subject to each employee’s continued service and governed by the company’s Inducement Plan.

Why did TransMedics (TMDX) use Nasdaq Listing Rule 5635(c)(4) for these July 2026 grants?

TransMedics classified the awards as material inducement grants for new hires, consistent with Nasdaq Listing Rule 5635(c)(4). According to TransMedics, the Compensation Committee approved these options and RSUs under the company’s Inducement Plan following that rule.