{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-23-142017","form_type":"8-K","ticker":"TMDX","cik":"0001756262","company_name":"TransMedics Group, Inc.","filed_at":"2023-05-11T23:59:59+00:00","discovered_at":"2026-05-14T18:03:40.402262+00:00","generated_at":"2026-06-15T04:26:47.125987+00:00","sec_items":["1.01","2.03","3.02","9.01"],"event_type":"debt","sentiment":"neutral","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"TransMedics issues $460M of 1.50% convertible notes due 2028; enters capped call transactions","bullets":["Issued $460M aggregate principal of 1.50% Convertible Senior Notes due 2028, including full exercise of $60M greenshoe.","Initial conversion price ~$94.00/share, a 32.5% premium over May 8 closing price of $70.94.","Notes mature June 1, 2028; interest payable semi-annually at 1.50% per annum.","Entered capped call transactions covering ~4.89M shares to reduce potential dilution upon conversion.","Notes sold in private placement to QIBs under Rule 144A; not registered under Securities Act."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-23-142017","json":"https://secwatch.observer/filing/0001193125-23-142017.json","markdown":"https://secwatch.observer/filing/0001193125-23-142017.md","text":"https://secwatch.observer/filing/0001193125-23-142017.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1756262/000119312523142017/0001193125-23-142017-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1756262/000119312523142017/d509646d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-15T04:26:47.125987+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"003261edaa4decd793ab5dc1abf4602486d6de29","claim":"TransMedics Group, Inc. incurred convertible notes of $400.0 million aggregate principal amount with Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC at 1.50% maturing June 1, 2028.","evidence_excerpt":"On May 8, 2023, TransMedics Group, Inc. (the “Company”) entered into a Purchase Agreement (the “Purchase Agreement”) with the several initial purchasers named in Schedule I thereto (the “Initial Purchasers”), for whom Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC acted as representatives (the “Representatives”) relating to the sale of $400.0 million aggregate principal amount of 1.50% Convertible Senior Notes due 2028 (the “Notes”) to the Initial Purchasers.","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1756262/000119312523142017/0001193125-23-142017-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"convertible notes"},{"label":"Principal","value":"$400.0 million aggregate principal amount"},{"label":"Counterparty","value":"Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC"},{"label":"Rate","value":"1.50%"},{"label":"Maturity","value":"June 1, 2028"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"71e7c28189f1c42a2107e27d335b1d7ed0808689","claim":"TransMedics Group, Inc. entered into Purchase Agreement with Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC valued at $400.0 million aggregate principal amount (effective 2023-05-08).","evidence_excerpt":"On May 8, 2023, TransMedics Group, Inc. (the “Company”) entered into a Purchase Agreement (the “Purchase Agreement”) with the several initial purchasers named in Schedule I thereto (the “Initial Purchasers”), for whom Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC acted as representatives (the “Representatives”) relating to the sale of $400.0 million aggregate principal amount of 1.50% Convertible Senior Notes due 2028 (the “Notes”) to the Initial Purchasers.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1756262/000119312523142017/0001193125-23-142017-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"underwriting"},{"label":"Counterparty","value":"Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC"},{"label":"Value","value":"$400.0 million aggregate principal amount"},{"label":"Effective","value":"2023-05-08"}],"fact_type":"material_agreement"},{"claim_id":"a0a4d6b855b64409d384ebe18892596b949eefb7","claim":"TransMedics Group, Inc. entered into Indenture with U.S. Bank Trust Company, National Association (effective 2023-05-11).","evidence_excerpt":"The Notes were issued by the Company on May 11, 2023 pursuant to an Indenture, dated as of such date (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1756262/000119312523142017/0001193125-23-142017-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"notes offering"},{"label":"Counterparty","value":"U.S. Bank Trust Company, National Association"},{"label":"Effective","value":"2023-05-11"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}