1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: Our management, with the participation of our President and Chief Executive Officer and our Chief Financial Officer (our principal executive officer and principal financial and accounting officer, respectively), evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2024.
+Added: Our management, with the participation of our President and Chief Executive Officer and our Chief Financial Officer (our principal executive officer and principal financial officer, respectively), evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025.
The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
10 unchanged sentences
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
−Removed: Also, projections of any evaluation of the effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures included in such controls may deteriorate.
+Added: Also, projections of any evaluation of the effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
Our management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025 based on the criteria described in “Internal Control-Integrated Framework” (2013) issued by the Committee of Sponsoring Organization of the Treadway Commission.
2 unchanged sentences
The Company did not design and maintain effective controls over inventory movement within its manufacturing network.
−Removed: Specifically, while effective controls are in place to verify the existence and accuracy of inventory as of year-end, effective controls were not designed and maintained to verify that inventory movements are appropriately recorded in the interim financial statements.
−Removed: The material weakness resulted in immaterial misstatements to inventory, cost of net product revenue, selling, general and administrative expenses and research and development expenses, in the interim consolidated financial statements for the quarterly and year-to-date periods ended March 31, 2024, June 30, 2024 and September 30, 2024.
+Added: Specifically, while effective controls are in place to verify the existence and accuracy of inventory as of year-end, effective controls were not designed and maintained to verify that inventory movements are appropriately recorded during interim periods.
+Added: The material weakness resulted in immaterial misstatements to inventory, accounts payable, cost of net
+Added: product revenue, selling, general and administrative expenses and research and development expenses, in the interim consolidated financial statements for the quarterly period ended March 31, 2025 and the quarterly and year-to-date periods ended March 31, 2024, June 30, 2024 and September 30, 2024.
Additionally, the material weakness could result in a misstatement of the aforementioned accounts and disclosures that would result in a material misstatement to the interim consolidated financial statements that would not be prevented or detected.
1 unchanged sentence
Remediation Plan
−Removed: We and our board of directors are committed to maintaining a strong internal control environment.
−Removed: Management, with the oversight of the audit committee of our board of directors, is in the process of assessing and finalizing its plan for remediation for the material weakness described above.
−Removed: We intend to remediate this material weakness as soon as possible, and we have begun assessing our design of internal controls to remediate the aforementioned control deficiency.
−Removed: The Company will remediate by designing and implementing control activities to ensure the movement of inventory is timely and accurately recorded throughout the course of the year.
+Added: Management has developed and is in the process of implementing the remediation plan to address the material weakness, which includes the design and implementation of new control activities, including system-based controls, to ensure the movement of inventory is timely and accurately recorded throughout the course of the year, as well as strengthening review and approval procedures.
+Added: The material weakness will not be considered remediated until management has completed the design and implementation of the applicable controls and they operate for a sufficient period of time for management to conclude, through testing, that controls are operating effectively.
Changes in Internal Control over Financial Reporting
11 unchanged sentences
Trading Plan (2)(3)
−Removed: Adoption 12/05/2024
−Removed: Edward Basile
−Removed: Adoption 11/06/2024
(1) The plan is subject to earlier termination under certain circumstances specified in the plan, including upon the sale or purchase (as applicable) of all shares subject to the plan and upon either party to a plan giving notice of termination within the time prescribed under the plan.
1 unchanged sentence
(3) The maximum number of securities to be sold pursuant to the Rule 10b5-1 Trading Plan is equal to 22,928 , plus shares that may be received by Dr.
−Removed: Khayal in connection with vesting of restricted stock units prior to the scheduled termination date.
+Added: Khayal in connection with vesting of restricted stock units prior to the scheduled termination date and carryover shares from a prior 10b5-1 plan.
Disclosures Regarding Foreign Jurisdictions that Prevent Inspections.
5 unchanged sentences
The Company believes that its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and exchange listing standards applicable to the Company.
−Removed: A copy of the Company’s insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
+Added: A copy of the Company’s insider trading policy is filed as Exhibit 19.1 to our 2024 Annual Report on Form 10-K and incorporated by reference herein.
Executiv e Compensation.
74 unchanged sentences
333-230736) filed with the SEC on April 5, 2019)
−Removed: Executive Retention Agreement, dated as of March 23, 2015, by and among the Registrant and Stephen Gordon (incorporated by reference to Exhibit 10.16 to the Registrant’s Registration Statement on Form S-1 (File No.
−Removed: 333-230736) filed with the SEC on April 5, 2019)
Lease Agreement, dated as of June 25, 2004, between the Registrant and 200 Minuteman Limited Partnership (incorporated by reference to Exhibit 10.17 to the Registrant’s Registration Statement on Form S-1 (File No.
36 unchanged sentences
333-230736) filed with the SEC on April 5, 2019)
−Removed: Amendment to Executive Retention Agreement, by and between TransMedics, Inc.
−Removed: and Stephen Gordon, dated April 10, 2020 (incorporated by reference to the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-38891) filed with the SEC on April 13, 2020).
−Removed: Omnibus Amendment #2 to Lease, dated as of June 1, 2020, by and among the Company and Whetstone 200 Minuteman Park, LLC and Whetstone 30 Minuteman Park, LLC (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q (File No.
+Added: Omnibus Amendment #2 to Lease, dated as of June 1, 2020, by and among the Company and Whetstone 200 Minuteman Park, LLC and Whetstone 30 Minuteman Park, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.
001-38891) filed with the SEC on August 7, 2020).
2 unchanged sentences
Transition Agreement, by and between TransMedics, Inc.
−Removed: and Stephen Gordon, dated December 2, 2024
+Added: and Stephen Gordon, dated December 2, 2024 (incorporated by reference to Exhibit 10.41 to the Registrant’s Annual Report on Form 10-K (File No.
+Added: 001-38891) filed with the SEC on February 27, 2025)
Offer Letter dated as of November 26, 2024, by and between TransMedics, Inc.
−Removed: and Gerardo Hernandez
+Added: and Gerardo Hernandez (incorporated by reference to Exhibit 10.42 to the Registrant’s Annual Report on Form 10-K (File No.
+Added: 001-38891) filed with the SEC on February 27, 2025)
Executive Retention Agreement, dated as of November 26, 2024, by and between the Registrant and Gerardo P.
−Removed: Hernandez Omana
+Added: Hernandez Omana (incorporated by reference to Exhibit 10.43 to the Registrant’s Annual Report on Form 10-K (File No.
+Added: 001-38891) filed with the SEC on February 27, 2025)
+Added: Lease Agreement, dated as of January 8, 2026, by and between the Registrant and BioMed Realty (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.
+Added: 001-38891) filed with the SEC on January 12, 2026).
TransMedics Group, Inc.
−Removed: Insider Trading Policy
+Added: Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K (File No.
+Added: 001-38891) filed with the SEC on February 27, 2025)
Subsidiaries of the Registrant
52 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.