SEC Form DEFA14A filed by TransMedics Group Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

TRANSMEDICS GROUP, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if other than Registrant)

Payment of Filing Fee (Check all boxes that apply):

You invested in TRANSMEDICS GROUP, INC. and it’s time to vote!

You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy materials for the shareholder meeting to be held on May 22, 2025.

Get informed before you vote

View the Notice and Proxy Statement and Form 10-K online OR you can receive a free paper or email copy of the material(s) by requesting prior to May 8, 2025. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to [email protected]. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

*Please check the meeting materials for any special requirements for meeting attendance.

Vote at www.ProxyVote.com

THIS IS NOT A VOTABLE BALLOT

This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters.

								Board
		Voting Items						Recommends
		1.		Election of Directors
				Nominees:
		1a.		Waleed H. Hassanein, M.D.						For
		1b.		James R. Tobin						For
		1c.		Edward M. Basile						For
		1d.		Thomas J. Gunderson						For
		1e.		Edwin M. Kania, Jr.						For
		1f.		Stephanie Lovell						For
		1g.		Merilee Raines						For
		1h.		David Weill, M.D.						For
		2.		To approve, on a non-binding advisory basis, the compensation paid to TransMedics' named executive officers.						For
		3.		To ratify the appointment of PricewaterhouseCoopers LLP as TransMedics Group, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2025.						For
		NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

V68043-P28374