[Form 4] TransMedics Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Waleed H. Hassanein, President & CEO and director of TransMedics Group (TMDX), reported both purchases of company stock and a large disposition on a Form 4. The filing lists purchases on 08/06/2025 of 8,400 shares at a weighted average price of $118.68 and on 08/07/2025 of 6,617 shares at $116.08 and 1,858 shares at $116.85. Those purchases, held indirectly by the Waleed H. Hassanein Revocable Trust, increased reported beneficial ownership to 486,234 shares. The form also records a disposition of 121,424 shares but does not include a transaction date or price for that disposition. Footnotes state each purchase price is a weighted average across specified trade ranges and that the reporting person will provide per-trade details on request.

Positive

• Insider purchases totaling 16,875 shares were reported across 08/06/2025 and 08/07/2025 at weighted average prices of approximately $116–$118, indicating insider buying activity.
• Reported beneficial ownership increased to 486,234 shares when holdings are viewed on an indirect basis via the Waleed H. Hassanein Revocable Trust.

Negative

• Disposition of 121,424 shares reported but the entry lacks an associated transaction date and price in the table, reducing transparency.
• Net reported change shows a larger sale than purchases (disposition exceeds purchases by 104,549 shares), which is a material shift in insider holdings.

Insights

Securities Analyst

TL;DR: CEO reported modest direct purchases but a large, unexplained disposition leaves net insider activity unclear.

The filing documents purchases totaling 16,875 shares across two dates at weighted average prices near $116–$119, reported indirectly via the reporting person's revocable trust, raising beneficial ownership to 486,234 shares. However, a disposition of 121,424 shares is also listed without an associated date or price. Because the disclosed sale volume exceeds purchases by 104,549 shares, the net insider change is negative on its face. This mixed pattern is material for investors tracking insider flows and share ownership concentration.

Corporate Governance Expert

TL;DR: Insider accumulation through a revocable trust is positive for alignment, but lack of detail on a large sale raises transparency concerns.

The report shows purchases routed indirectly to a named revocable trust, which is a common estate-planning or holding structure, and these purchases modestly increased the reported stake. The separate entry showing a disposition of 121,424 shares lacks date and price fields, reducing the clarity of reporting and complicating governance assessment. From a governance and disclosure perspective, the unexplained large disposition is a negative for transparency and should be clarified by the reporting person or issuer.

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Hassanein Waleed H

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/06/2025

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	08/06/2025		P		8,400	A	$118.68(1)	477,759	I	By the Waleed H. Hassanein Revocable Trust
Common Stock	08/07/2025		P		6,617	A	$116.08(2)	484,376	I	By the Waleed H. Hassanein Revocable Trust
Common Stock	08/07/2025		P		1,858	A	$116.85(3)	486,234	I	By the Waleed H. Hassanein Revocable Trust
Common Stock								121,424	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

Explanation of Responses:

1. The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $118.50 to $118.87, 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.

2. The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $115.60 to $116.58, 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 price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $116.62 to $117.00, 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.

	By: /s/ Gerardo Hernandez, Attorney-in-Fact	08/08/2025
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did TransMedics (TMDX) report on the Form 4?

The Form 4 reports purchases of 8,400 shares on 08/06/2025 at a weighted average $118.68 and purchases of 6,617 shares and 1,858 shares on 08/07/2025 at weighted averages $116.08 and $116.85, respectively; it also lists a disposition of 121,424 shares without a date or price.

Who is the reporting person on the TMDX Form 4 and how do they hold the shares?

Waleed H. Hassanein, President & CEO and director, is the reporting person and the reported purchases are held indirectly by the Waleed H. Hassanein Revocable Trust.

How did beneficial ownership change after the reported transactions?

Beneficial ownership increased to 486,234 shares following the reported purchases by the revocable trust (per the table entries).

Are purchase prices fully specified on the Form 4?

Purchase prices are given as weighted averages with footnotes stating the shares were bought across specified price ranges; the filer offers to provide per-trade details upon request.

Is there any missing information in the Form 4 that investors might want clarified?

Yes. The disposition of 121,424 shares is recorded in the table but contains no transaction date or price, which investors may seek to have clarified.