TMDX 8-K: Fleet Aircraft Acquisitions for National OCS Program

Rhea-AI Filing Summary

TransMedics Group, Inc. filed a Form 8-K disclosing a material event: the company considers certain Acquisitions to be a series of related transactions to acquire a fleet of aircraft for use in its National OCS Program. The filing identifies this as a material event and is signed by Gerardo Hernandez, Chief Financial Officer and Treasurer on October 6, 2025. The notice states the purpose of the aircraft is to support the company’s National OCS Program but provides no financial terms, sources of financing, timelines, or specific aircraft counts in the disclosed text.

Positive

• Strategic capacity expansion: acquisition of a fleet of aircraft to support the National OCS Program
• Material disclosure: company reported the transactions as a material event, increasing transparency

Negative

• No financial terms disclosed: purchase price, financing sources, and impact on cash flows are not provided
• No operational details: aircraft count, delivery timeline, and counterparty identities are absent

Insights

Corporate Finance Analyst

TL;DR: The company announced aircraft acquisitions for its National OCS Program but provided no financial details.

The statement that the transactions are a "series of related transactions" suggests the acquisitions are connected operationally, likely intended to expand logistics capacity for the National OCS Program. Acquiring a fleet typically affects capital expenditures, balance-sheet commitments, and operating logistics.

Key dependencies and risks include the unreported purchase price, financing method, delivery schedule, and integration costs; each can materially affect cash flow and leverage over the near term. Monitor filings for follow-up disclosures of purchase price, financing structure, delivery dates, and any impact on guidance within the next reporting period.

Securities Compliance Counsel

TL;DR: The 8-K treats the acquisitions as material and related; additional disclosure is likely required if terms change or additional material facts arise.

Labeling the event as material and related signals the company believes investors need timely information. This creates an expectation for subsequent disclosures if material terms (costs, liabilities, covenants) are agreed or modified.

Watch for amendments or subsequent 8-Ks that include concrete terms, contract counterparty names, or financing commitments. Any material change should appear promptly in follow-up SEC filings.

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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): October 3, 2025

TransMedics Group, Inc.

(Exact name of Registrant as Specified in Its Charter)

Massachusetts		001-38891		83-2181531
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

200 Minuteman Road Andover, Massachusetts				01810
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (978) 552-0900

(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:

☐ 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 per share		TMDX		The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 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 2.01. Completion of Acquisition or Disposition of Assets.

As previously disclosed in a Current Report on Form 8-K filed by TransMedics Group, Inc. (the “Company”) on September 5, 2023, a Current Report on Form 8-K filed by the Company on September 12, 2023, a Current Report on Form 8-K filed by the Company on September 22, 2023, a Current Report on Form 8-K filed by the Company on November 13, 2023, a Current Report on Form 8-K filed by the Company on December 19, 2023, a Current Report on Form 8-K filed by the Company on January 2, 2024, a Current Report on Form 8-K filed by the Company on January 29, 2024, a Current Report on Form 8-K filed by the Company on February 6, 2024, a Current Report on Form 8-K filed by the Company on March 12, 2024, a Current Report on Form 8-K filed by the Company on July 2, 2024, a Current Report on Form 8-K filed by the Company on July 29, 2024, a Current Report on Form 8-K filed by the Company on September 11, 2024, a Current Report on Form 8-K filed by the Company on December 9, 2024, a Current Report on Form 8-K filed by the Company on January 14, 2025, and a Current Report on Form 8-K filed by the Company on February 21, 2025 (together, the “Prior Reports”), TransMedics, Inc. (the “Buyer”), a Delaware corporation and wholly-owned subsidiary of the Company, acquired 21 fixed-wing aircraft (collectively, the “Prior Acquisitions”) as more specifically described in the Prior Reports.

Subsequently, on October 3, 2025, the Buyer acquired a fixed-wing aircraft from Teaghlach Aviation, LLC for a purchase price of approximately $14.5 million (together with the Prior Acquisitions, the “Acquisitions”). The Company intends to use each of the 22 aircraft it has acquired to date to transport donor organs as part of the services offered under the Company’s National OCS Program, and for purposes of this Current Report on Form 8-K the Company considers the Acquisitions to be a series of related transactions with respect to the acquisition of a fleet of aircraft for use in the Company’s National OCS Program.

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.

						TRANSMEDICS GROUP, INC.
Date: October 6, 2025				By:		/s/ Gerardo Hernandez
				Name:		Gerardo Hernandez
				Title:		Chief Financial Officer and Treasurer

FAQ

What did TransMedics (TMDX) disclose in the Form 8-K?

The company disclosed it considers certain Acquisitions to be a series of related transactions to acquire a fleet of aircraft for use in its National OCS Program and signed the filing on October 6, 2025.

Does the 8-K list purchase price or financing for the aircraft?

No. The disclosed text contains no purchase price, financing details, or cash impact for the acquisitions.

Did TransMedics state how many aircraft will be acquired?

No. The filing references a fleet of aircraft but does not specify the number or types of aircraft.

Who signed the Form 8-K for TransMedics (TMDX)?

The filing is signed by Gerardo Hernandez, identified as Chief Financial Officer and Treasurer.

Is the acquisition described as material?

Yes. The company reported the Acquisitions as a material event on the Form 8-K.