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

Rhea-AI Summary

TransMedics (Nasdaq:TMDX) granted inducement equity awards under Nasdaq Listing Rule 5635(c)(4) to 14 new employees effective May 19, 2026.

Awards cover 37,367 stock options at a $66.13 exercise price and 24,848 RSUs, including grants to Senior Vice President and General Counsel Matthew S. Forsyth, with multi‑year time-based vesting.

AI-generated analysis. Not financial advice.

News Market Reaction – TMDX

+0.12%

1 alert

+0.12% News Effect

On the day this news was published, TMDX gained 0.12%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Inducement stock options: 37,367 shares Inducement RSUs: 24,848 units Employees granted: 14 employees +5 more

8 metrics

Inducement stock options 37,367 shares Non-qualified options granted to new employees as inducements

Inducement RSUs 24,848 units Restricted stock units granted to new employees as inducements

Employees granted 14 employees Total new hires receiving inducement equity awards

Forsyth stock options 23,171 shares Options granted to Senior Vice President & General Counsel

Forsyth RSUs 15,409 units Restricted stock units granted to Senior Vice President & General Counsel

Option exercise price $66.13 per share Closing price on Nasdaq Global Market on May 19, 2026

Option term 10 years Contractual term of inducement stock options

Initial vesting cliff 25% Portion of each option vesting at first anniversary of employment

Market Reality Check

Price: $70.46 Vol: Volume 1,310,919 is below...

low vol

$70.46 Last Close

Volume Volume 1,310,919 is below the 20-day average of 1,917,140 (relative volume 0.68). low

Technical Shares at $68 are trading below the 200-day MA of $120.01 and 56.41% below the $156 52-week high.

Peers on Argus

TMDX gained 2.83% while key medical device peers like ITGR, GKOS, BRKR, INSP, an...

TMDX gained 2.83% while key medical device peers like ITGR, GKOS, BRKR, INSP, and LIVN also rose between 0.83% and 4.03%, but no peers appeared in the momentum scanner, pointing to a stock-specific context rather than a confirmed sector-wide move.

Historical Context

5 past events · Latest: May 19 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
May 19	Conference participation	Positive	+4.7%	Announcement of presentation at William Blair 46th Annual Growth Stock Conference.
May 05	Quarterly earnings	Negative	-23.2%	Q1 2026 results with revenue growth but sharply lower profitability and margins.
Apr 29	Strategic investment	Positive	-2.7%	Plan to invest in PAD Aviation to build European transplant logistics network.
Apr 23	Clinical program update	Positive	-1.3%	Launch of CHOPS system and IDE-backed ENHANCE Heart and DENOVO Lung trials.
Apr 21	Earnings date notice	Neutral	+4.0%	Scheduling of Q1 2026 earnings release and investor conference call details.

Pattern Detected

Recent news often saw mixed reactions, with strategic and clinical updates sometimes selling off despite positive fundamentals, while conferences and scheduling news drew modest gains.

Recent Company History

Over the last months, TransMedics reported strong growth but volatile market reactions. First quarter 2026 results showed revenue of $173.9M and net income of $7.3M, yet the stock fell 23.19%. Strategic logistics expansion, including the planned PAD Aviation investment, and unveiling of the CHOPS preservation system with FDA IDE approvals led to small declines of 2.66% and 1.26%. In contrast, investor-oriented events like conference participation and earnings date announcements drove gains of 4–4.65%. Today’s inducement grants fit into an equity-compensation and growth-investment story rather than a major operational shift.

Market Pulse Summary

This announcement details equity inducement grants, including 37,367 stock options and 24,848 RSUs a...

Analysis

This announcement details equity inducement grants, including 37,367 stock options and 24,848 RSUs at a $66.13 exercise price, used to recruit and retain key employees. It follows a period of strong revenue growth but profit pressure and strategic expansion in logistics and clinical programs. Investors may monitor how added leadership, such as the new Senior Vice President and General Counsel, supports execution, as well as future compensation decisions and their interaction with earnings trends and insider activity.

Key Terms

non-qualified stock options, restricted stock units, Nasdaq Listing Rule 5635(c)(4), exercise price, +2 more

6 terms

non-qualified stock options financial

"TransMedics granted non-qualified stock options to purchase an aggregate of 37,367 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 24,848 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"

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 $66.13"

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.

vesting financial

"Twenty-five percent of the shares subject to each option grant will vest on the first yearly anniversary"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

restricted stock unit award financial

"Twenty-five percent of each restricted stock unit award will vest on the first four anniversaries"

A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.

AI-generated analysis. Not financial advice.

ANDOVER, Mass., May 21, 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 May 19, 2026, TransMedics granted non-qualified stock options to purchase an aggregate of 37,367 shares of its common stock and an aggregate of 24,848 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 23,171 shares of TransMedics' common stock and 15,409 restricted stock units granted to Matthew S. Forsyth, the Company's Senior Vice President, General Counsel & Corporate Secretary. 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 $66.13, the closing price of the common stock on the Nasdaq Global Market on May 19, 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-5635c4-302779405.html

SOURCE TransMedics Group, Inc.

FAQ

What inducement equity awards did TransMedics (TMDX) grant on May 19, 2026?

TransMedics granted non-qualified stock options for 37,367 shares and 24,848 restricted stock units to 14 employees. According to TransMedics, these awards were made as material inducements to join the company under its Inducement Plan and Nasdaq Listing Rule 5635(c)(4).

What was the exercise price of TransMedics (TMDX) inducement stock options granted in May 2026?

The inducement stock options were granted with a per-share exercise price of $66.13. According to TransMedics, this price equals the closing price of its common stock on the Nasdaq Global Market on May 19, 2026, the date the options were granted.

How do TransMedics (TMDX) inducement stock options vest for new employees?

Twenty-five percent of each inducement stock option grant vests on the first anniversary of the employee’s start date. According to TransMedics, the remaining 75% then vests in equal monthly installments over the next three years, subject to continued employment with the company.

What are the vesting terms for TransMedics (TMDX) inducement restricted stock units?

Inducement restricted stock units vest 25% on each of the first four anniversaries of the employee’s start date. According to TransMedics, vesting is contingent on the employee’s continued service and is governed by the TransMedics Inducement Plan.

What inducement equity did TransMedics (TMDX) grant to Matthew S. Forsyth?

TransMedics granted options for 23,171 shares and 15,409 restricted stock units to Matthew S. Forsyth. According to TransMedics, these awards were made as inducement grants in his role as Senior Vice President, General Counsel and Corporate Secretary.

Under which plan and NASDAQ rule were TransMedics (TMDX) inducement grants made?

The inducement grants were made under the TransMedics Group Inducement Plan in line with Nasdaq Listing Rule 5635(c)(4). According to TransMedics, the Compensation Committee of the Board approved these awards for newly hired employees.