---
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"
generated_at: "2026-06-15T04:26:47.125987+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# TransMedics issues $460M of 1.50% convertible notes due 2028; enters capped call transactions

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: debt
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-142017
- JSON: https://secwatch.observer/filing/0001193125-23-142017.json
- Plain text: https://secwatch.observer/filing/0001193125-23-142017.txt

## Key facts
- Debt Financings
  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.
  - Instrument: convertible notes
  - Principal: $400.0 million aggregate principal amount
  - Counterparty: Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC
  - Rate: 1.50%
  - Maturity: June 1, 2028
  - Event: incurrence
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1756262/000119312523142017/0001193125-23-142017-index.htm
- Material Agreements
  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).
  - Action: entry
  - Agreement: underwriting
  - Counterparty: Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC
  - Value: $400.0 million aggregate principal amount
  - Effective: 2023-05-08
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1756262/000119312523142017/0001193125-23-142017-index.htm
- Material Agreements
  TransMedics Group, Inc. entered into Indenture with U.S. Bank Trust Company, National Association (effective 2023-05-11).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: U.S. Bank Trust Company, National Association
  - Effective: 2023-05-11
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1756262/000119312523142017/0001193125-23-142017-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.