Tax-related sale by TransMedics (TMDX) insider Anil P. Ranganath disclosed

Rhea-AI Filing Summary

TransMedics Group, Inc. insider Anil P. Ranganath reported an automatic sale of common stock tied to tax withholding on vested restricted stock units. On March 2, 2026, he sold 864 shares at $139.12 per share in an open-market transaction designated as a “sell to cover” for required tax obligations. After this sale, he directly held 13,091 common shares, so the transaction reflects tax-related share disposition rather than a discretionary reduction of his overall stake.

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^*

Ranganath Anil P.

(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)
	See remarks

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)		864	D	$139.12	13,091	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. 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.

Remarks:

Senior Vice President, General Counsel and Secretary

	By: /s/ Gerardo Hernandez, Attorney-in-Fact	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).
** 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.
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FAQ

What insider transaction did TransMedics (TMDX) report for Anil P. Ranganath?

TransMedics reported that insider Anil P. Ranganath sold 864 shares of common stock. The sale occurred on March 2, 2026, and was tied to tax withholding obligations related to the vesting of restricted stock units.

How many TransMedics (TMDX) shares did Anil P. Ranganath sell and at what price?

Anil P. Ranganath sold 864 shares of TransMedics common stock at $139.12 per share. This was an open-market transaction executed specifically to cover tax withholding obligations from vested restricted stock units.

Was the TMDX insider sale by Anil P. Ranganath a discretionary transaction?

The sale was not discretionary; it was a tax-related transaction. Shares were sold under a “sell to cover” arrangement required to satisfy tax withholding obligations from restricted stock unit vesting.

How many TransMedics (TMDX) shares does Anil P. Ranganath hold after the reported sale?

Following the sale, Anil P. Ranganath directly holds 13,091 shares of TransMedics common stock. The 864 shares sold were used to meet tax withholding obligations on vested restricted stock units, rather than to exit his position.

What does “sell to cover” mean in the TransMedics (TMDX) insider filing?

“Sell to cover” means shares are automatically sold to pay tax withholding when restricted stock units vest. In this case, 864 TransMedics shares were sold solely to cover those tax obligations, according to the Form 4 footnote.

What transaction code was used in the TransMedics (TMDX) Form 4 for this insider sale?

The Form 4 lists transaction code “S,” indicating a sale in an open market or private transaction. A footnote clarifies the sale was executed to cover required tax withholding on restricted stock unit vesting.