TransMedics (TMDX) CFO exercises options and sells 7,611 shares

Rhea-AI Filing Summary

TransMedics Group Chief Financial Officer Gerardo Hernandez reported both option exercises and share sales. On March 4, 2026, he exercised stock options that delivered 7,236 shares of common stock and, together with earlier activity, sold a total of 7,611 shares. Some of the shares were sold to satisfy tax withholding obligations tied to restricted stock unit vesting through a sell-to-cover transaction. Reported sale prices reflect a weighted average around $147.21 per share, based on multiple trades between $147.14 and $147.47. After these transactions, he directly held 14,689 TransMedics common shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hernandez Gerardo

(Last) (First) (Middle)

C/O TRANSMEDICS GROUP, INC.

200 MINUTEMAN ROAD

(Street)

ANDOVER MA 01810

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TransMedics Group, Inc. [ TMDX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/02/2026		S(1)		375	D	$139.12	14,689	D
Common Stock	03/04/2026		M		1,324	A	$77.12	16,013	D
Common Stock	03/04/2026		S		1,324	D	$147.21(2)	14,689	D
Common Stock	03/04/2026		M		5,912	A	$69.84	20,601	D
Common Stock	03/04/2026		S		5,912	D	$147.21(2)	14,689	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$77.12	03/04/2026		M			1,324	(3)	02/24/2035	Common Stock	1,324	$0	3,975	D
Stock Option (Right to Buy)	$69.84	03/04/2026		M			5,912	(4)	12/09/2034	Common Stock	5,912	$0	13,010	D

Explanation of Responses:

1. Required number of shares sold by the reporting person to cover tax withholding obligations in connection with the vesting of restricted stock units. This sale was made to satisfy tax withholding obligations through a "sell to cover" transaction pursuant to the terms of the RSU award.

2. The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $147.14 to $147.47, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range.

3. The option vests at a rate of 2.0833% of the total number of shares subject to the option each month following February 24, 2025 until the option is fully vested on February 24, 2029, subject to continued service.

4. The option vested as to 25% of the shares underlying the option on December 2, 2025 and will continue to vest as to the remaining shares in equal monthly installments over three years thereafter, subject to continued service.

	By: /s/ Gerardo Hernandez	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What did TransMedics (TMDX) CFO Gerardo Hernandez report in this Form 4?

The TransMedics CFO reported option exercises and related share sales. He acquired 7,236 shares via option exercises and, including earlier activity, sold 7,611 shares, leaving him with direct ownership of 14,689 common shares after the reported transactions.

How many TransMedics (TMDX) shares did the CFO sell and at what prices?

The CFO reported selling 7,611 TransMedics common shares. Reported sale prices used a weighted average of about $147.21 per share, based on multiple transactions executed in a price range from $147.14 to $147.47, as disclosed in the filing footnotes.

Were any of the TransMedics (TMDX) CFO’s share sales automatic for tax withholding?

Yes. A portion of the reported sales was required to cover tax withholding obligations. Those shares were sold through a sell-to-cover transaction connected to the vesting of restricted stock units, consistent with the terms of the executive’s RSU award.

How many TransMedics (TMDX) shares does the CFO own after these transactions?

After the reported option exercises and share sales, the CFO directly holds 14,689 TransMedics common shares. This figure reflects his position following all Form 4 transactions reported for early March 2026, including both derivative exercises and open-market sales.

What derivative transactions did the TransMedics (TMDX) CFO report?

He reported exercising stock options classified as derivative securities. On March 4, 2026, option exercises covering 1,324 and 5,912 underlying shares converted into common stock, increasing his share holdings before subsequent open-market and sell-to-cover sales reduced the position.

Does the Form 4 show open-market sales by the TransMedics (TMDX) CFO?

Yes. The filing reports open-market sales of common stock coded as “S” transactions. These sales occurred on March 2 and March 4, 2026, at weighted average prices around $147 per share, with detailed price ranges disclosed in the footnotes.