TransMedics Group Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Securities Exchange Act of 1934

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Message To Our Shareholders

Our mission at TransMedics has always been to expand the utilization of available donor organs for transplantation while delivering the best possible clinical outcomes for our transplant patients. It is indisputable that TransMedics has been successfully delivering on our mission. Today, TransMedics is radically transforming the field of organ transplantation globally and has already played an integral part in saving thousands of lives. Enabled by our disruptive OCS™ technology, comprehensive NOP™ clinical services, and our rapidly growing integrated transplant logistics network, we are doing things today that few thought possible in the organ transplant field few years ago.

Dear Fellow Shareholders:

2024 was a remarkable year for TransMedics business and the overall impact on clinical transplantation in the U.S. The tireless efforts of our NOP clinical and surgical team, enabled us to complete over 3,700 U.S. OCS cases in 2024, delivering $441.5 million in total revenue, and representing 83% year-over-year growth. We continued to expand our market share in liver and heart markets, built out our world class logistics command center in our headquarters in Andover, Massachusetts, added several new aviation hubs, and critically, for the second consecutive year, played an integral role in driving growth in overall national liver, heart and lung transplant volumes in the U.S.

Financially, we achieved operating profitability for the first time in 2024, generating $37.5 million in operating profit and $35.5 million in net income for the full year while continuing to invest significantly in future growth. Importantly, 2024 also marked the first year of positive cashflow from operating activities, as we generated $48.8 million for the full year. These milestones reflect our ability to scale efficiently while driving meaningful financial improvement.

Looking into the future, we are thrilled by the significant growth opportunities in front of us. We are launching two strategic next-gen clinical programs in heart and lung transplantation aiming at expanding the utilization of both

DBD and DCD donors to increase the overall heart and lung transplant markets. We are also investing heavily in our next generation OCS technology platform that we expect will help us scale our clinical capabilities to go well beyond our stated goal of completing 10,000 U.S. NOP transplants in 2028. Finally, we are planning to continue to strategically invest in our business infrastructure and manufacturing capabilities to ensure scalability while maintaining quality and reducing supply chain risks.

In conclusion, we are very proud by our successto-date, however, we strongly believe that we are laying a solid foundation for continued growth into the foreseeable future. It is important to acknowledge the hard work and dedication of our world-class team. I would also like to express my sincere gratitude to our clinical users, shareholders and Board of Directors for their continued support. We expect 2025 to be a transformative year for TransMedics and look forward to the opportunities ahead.

Sincerely,

Waleed Hassanein, M.D.

Founder, President and Chief Executive Officer

Notice of Annual Meeting of Shareholders

Purposes of the Meeting

Voting

Whether you plan to attend the Annual Meeting or not, it is important that you cast your vote by remote communication at the Annual Meeting or by proxy. You may vote over the Internet, telephone or by mail. You are urged to vote in accordance with the instructions set forth in the Proxy Statement. We encourage you to vote by proxy so that your shares will be represented and voted at the Annual Meeting, whether or not you can attend. You will need the 16-digit control number included with the Notice, on your proxy card, or the instructions that accompany your proxy materials to attend the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting

Under Securities and Exchange Commission rules that allow companies to furnish proxy materials to shareholders over the Internet, we have elected to make our proxy materials available to all of our shareholders over the Internet. We will be able to provide shareholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On or about April 10, 2025, we will commence sending the Notice of Internet Availability of Proxy Materials (the “Notice”) to all shareholders entitled to vote at the Annual Meeting. The Notice also provides instructions on how to vote online or vote by phone and includes instructions on how to receive a paper copy of the proxy materials by mail.

The accompanying Proxy Statement and our 2024 Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which includes our audited financial statements, are also available for viewing, printing and downloading athttp://investors.transmedics.com/ under the Investors/Financial Information page and athttp://www.proxyvote.com.

By Order of the Board of Directors

Anil Ranganath

Senior Vice President, General Counsel and Corporate Secretary

Andover, MA

April 10, 2025