TransMedics Group, Inc.

Previous wording

Prior to 2024, we had incurred significant annual operating losses since inception and we have only recently achieved profitability. Our ability to generate revenue sufficient to achieve sustained profitability will depend on the continued commercial sales of our products and services. We generated total revenue of $189.9 million and $363.9 million, and net income of $14.7 million and $22.0 million, for the three and six months ended June 30, 2026, respectively. As of June 30, 2026, we had an accumulated deficit of $256.0 million. We expect our operating and capital expenditures will continue to increase as we focus on growing commercial sales of our products in both the United States and select non-U.S. markets. Because of the numerous risks and uncertainties associated with product development, commercialization and regulations of our industry, we are unable to accurately predict the timing or amount of increased expenses or if we will be able to maintain profitability. Until such time, if ever, as we can generate substantial revenue sufficient to achieve sustained profitability, we may finance our operations through a combination of equity offerings, debt financings and strategic alliances. We may be unable to raise additional funds or enter into such other agreements or arrangements when needed on favorable terms or at all. If we are unable to raise capital or enter into such agreements as, and when, needed, we will have to delay, scale back or discontinue the further development and commercialization efforts of one or more of our products, or may be forced to terminate our operations.

Current wording

Prior to 2024, we had incurred significant annual operating losses since inception and we have only recently achieved profitability. Our ability to generate revenue sufficient to achieve sustained profitability will depend on the continued commercial sales of our products and services. We generated total revenue of $203.0 million and $566.9 million, and net income of $17.1 million and $39.1 million, for the three and nine months ended September 30, 2026, respectively. As of September 30, 2026, we had an accumulated deficit of $238.9 million. We expect our operating and capital expenditures will continue to increase as we focus on growing commercial sales of our products in both the United States and select non-U.S. markets. Because of the numerous risks and uncertainties associated with product development, commercialization and regulations of our industry, we are unable to accurately predict the timing or amount of increased expenses or if we will be able to maintain profitability. Until such time, if ever, as we can generate substantial revenue sufficient to achieve sustained profitability, we may finance our operations through a combination of equity offerings, debt financings and strategic alliances. We may be unable to raise additional funds or enter into such other agreements or arrangements when needed on favorable terms or at all. If we are unable to raise capital or enter into such agreements as, and when, needed, we will have to delay, scale back or discontinue the further development and commercialization efforts of one or more of our products, or may be forced to terminate our operations.

Previous wording

HRSA continues to implement efforts to improve and modernize the OPTN, including enhancements to patient data on organ procurement, expanded transparency through a publicly accessible data dashboard for allocation out of sequence (AOOS) events, expanded outreach and financial support for living organ donors, and a new OPTN fee collection process whereby HRSA directly collects and distributes patient registration fees under authorities originally granted by the 2025 Full-Year Continuing Appropriations and Extensions Act and extended by the 2026 Continuing Appropriations, Agriculture, Legislative Branch, Military Construction and Veterans Affairs, and Extensions Act. The impact that HRSA’s initiatives and the U.S. Organ Procurement and Transplantation Network Act may have on our business, including on our NOP, is uncertain at this time.

Current wording

HRSA continues to implement efforts to improve and modernize the OPTN, including enhancements to patient data on organ procurement, expanded transparency through a publicly accessible data dashboard for allocation out of sequence (AOOS) events, expanded outreach and financial support for living organ donors, and a new OPTN fee collection process whereby HRSA directly collects and distributes patient registration fees under authorities originally granted by the 2025 Full-Year Continuing Appropriations and Extensions Act and extended by the 2026 Continuing Appropriations, Agriculture, Legislative Branch, Military Construction and Veterans Affairs, and Extensions Act. The impact that HRSA’s initiatives and the Securing the U.S. Organ Procurement and Transplantation Network Act may have on our business, including on our NOP, is uncertain at this time.

Previous wording

We generate net product revenue primarily from sales of our single-use, organ-specific disposable sets used on our organ-specific OCS Consoles. To a lesser extent, we also generate product revenue from the sale of OCS Consoles to customers and the implied rental of OCS Consoles loaned to customers at no charge. For each new transplant procedure, customers purchase an additional OCS disposable set for use on their existing organ-specific OCS Console. We also generate service revenue by providing outsourced organ procurement, OCS perfusion management and transplant logistics services under our NOP in the United States.

Current wording

We generate net product revenue primarily from sales of our single-use, organ-specific disposable sets used on our organ-specific OCS Consoles. To a lesser extent, we also generate product revenue from the sale of OCS Consoles to customers and the implied rental of OCS Consoles loaned to customers at no charge. For each new transplant procedure, customers purchase an additional OCS disposable set for use on their existing organ-specific OCS Console. We also generate service revenue by providing outsourced organ procurement, OCS perfusion management and transplant logistics services under our NOP in the United States. Following the investment in PAD Aviation, we anticipate expanding our transplant logistics services in Europe.

Previous wording

Our sales outside of the United States have been commercial sales (unrelated to any clinical trials). Sales in the EU are dependent on obtaining and maintaining the Conformité Européene mark, or CE mark, certifications for each of our OCS products. As required by Regulation (EU) 2017/745, or the MDR, we received recertification of the CE mark in September 2022 for each of the OCS Heart and OCS Lung systems, which includes the OCS Console, the OCS disposables, and the OCS solution additives. We also received the recertification of the CE mark in September 2022 for the OCS Liver Console and disposables. We received the CE mark for the OCS Liver combined with our solution additives under the MDR in May 2023, with an effective date of April 2023. In addition, we received a Class II Medical Device License from Health Canada for our OCS Liver combined with our solution additives in October 2023 to complement our existing Health Canada licenses for OCS Heart and OCS Lung.

Current wording

Our OCS sales outside of the United States have been commercial sales (unrelated to any clinical trials). Sales in the EU are dependent on obtaining and maintaining the Conformité Européene mark, or CE mark, certifications for each of our OCS products. As required by Regulation (EU) 2017/745, or the MDR, we received recertification of the CE mark in September 2022 for each of the OCS Heart and OCS Lung systems, which includes the OCS Console, the OCS disposables, and the OCS solution additives. We also received the recertification of the CE mark in September 2022 for the OCS Liver Console and disposables. We received the CE mark for the OCS Liver combined with our solution additives under the MDR in May 2023, with an effective date of April 2023. In addition, we received a Class II Medical Device License from Health Canada for our OCS Liver combined with our solution additives in October 2023 to complement our existing Health Canada licenses for OCS Heart and OCS Lung.

Previous wording

OCS transplant-related revenue consisted of:

Current wording

Transplant revenue consisted of:

Previous wording

We also had service revenue unrelated to OCS transplant of $2.3 million and $1.9 million for the six months ended June 30, 2026 and 2025, respectively.

Current wording

We also had service revenue unrelated to transplant of $10.5 million and $1.2 million for the three months ended September 30, 2026 and 2025, respectively. The increase was primarily attributable to $9.4 million of revenue generated from PAD Aviation charter services.

Previous wording

Revenue from customers in the United States related to OCS transplant was $183.6 million in the three months ended June 30, 2026 and increased by $31.4 million compared to the three months ended June 30, 2025, due to higher sales volumes of our OCS Liver disposable sets and increased usage of the NOP. Revenue for each organ in the table above includes net product revenue from sales of disposable sets as well as service revenue for organ procurement, OCS perfusion management and transplant logistics services under the NOP in the United States.

Current wording

Transplant revenue from customers in the United States was $186.0 million in the three months ended September 30, 2026 and increased by $47.0 million compared to the three months ended September 30, 2025, due to higher sales volumes of our OCS Liver disposable sets and increased usage of the NOP. Revenue for each organ in the table above includes net product revenue from sales of disposable sets as well as service revenue for organ procurement, OCS perfusion management and transplant logistics services under the NOP in the United States.

Previous wording

Revenue from customers outside the United States was $5.2 million and $4.2 million for the three months ended June 30, 2026 and 2025, respectively. The increase was due primarily to higher sales volumes of our OCS Heart disposable sets.

Current wording

Transplant revenue from customers outside the United States was $6.6 million and $3.6 million for the three months ended September 30, 2026 and 2025, respectively. The increase was due primarily to higher sales volumes of our OCS Heart disposable sets.

Previous wording

Cost of net product revenue increased by $6.1 million in the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Cost of service revenue increased by $9.8 million in the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Gross profit increased by $16.6 million in the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

Current wording

Cost of net product revenue increased by $4.9 million in the three months ended September 30, 2026 compared to the three months ended September 30, 2025. Cost of service revenue increased by $20.2 million in the three months ended September 30, 2026 compared to the three months ended September 30, 2025. Gross profit increased by $34.1 million in the three months ended September 30, 2026 compared to the three months ended September 30, 2025.

Previous wording

Overall gross margin was 59% and 61% for the six months ended June 30, 2026 and 2025, respectively. The decrease in gross margin from 2025 to 2026 was driven primarily by a higher mix of service revenue, which carries a lower gross margin than product revenue, as well as a decrease in gross margin from product revenue. Gross margin from net product revenue was 77% and 81% for the six months ended June 30, 2026 and 2025, respectively. Gross margin from net product revenue decreased from the six months ended June 30, 2025 to the six months ended June 30, 2026 primarily due to higher freight costs and certain inventory-related costs that we believe are temporary, including strategic stocking costs at hub locations and incremental product costs related to our clinical trials. Gross margin from service revenue was 31% for each of the six months ended June 30, 2026 and 2025, and consisted primarily of organ procurement, OCS perfusion management and transplant logistics services under our NOP.

Current wording

Overall gross margin was 58% and 59% for the three months ended September 30, 2026 and 2025, respectively. The decrease in gross margin from 2025 to 2026 was driven primarily by a higher mix of service revenue, which carries a lower gross margin than product revenue. Gross margin from net product revenue was 79% for each of the three months ended September 30, 2026 and 2025. Gross margin from service revenue was 32% and 28% for the three months ended September 30, 2026 and 2025, respectively, and consisted primarily of organ procurement, OCS perfusion management and transplant logistics services under our NOP. Gross margin from service revenue increased during the three months ended September 30, 2026 as compared to the three months ended September 30, 2025 primarily due to efficiencies in our NOP operating model.

Previous wording

Total research, development and clinical trials expenses increased by $15.7 million from $15.9 million in the three months ended June 30, 2025 to $31.6 million in the three months ended June 30, 2026. Personnel related costs increased by $1.8 million primarily due to increased headcount to support development efforts for our next generation OCS program and overall compensation increases. Personnel related costs included stock-based compensation expense of $1.1 million and $1.2 million for the three months ended June 30, 2026 and 2025, respectively. Consulting and third-party services costs increased by $10.6 million due to development efforts by our external development consultants for our next generation OCS program and other product development, including our OCS Kidney device. Clinical trials costs increased by $1.3 million due primarily to patient enrollment in our clinical trials. Facility and IT related and other costs increased by $1.0 million from the three months ended June 30, 2025 to the three months ended June 30, 2026 due primarily to the increased cost of supporting a larger group of research and development personnel.

Current wording

Total research, development and clinical trials expenses increased by $13.9 million from $15.3 million in the three months ended September 30, 2025 to $29.2 million in the three months ended September 30, 2026. Personnel related costs increased by $2.0 million primarily due to increased headcount to support development efforts for our next generation OCS program and overall compensation increases. Personnel related costs included stock-based compensation expense of $1.1 million and $0.9 million for the three months ended September 30, 2026 and 2025, respectively. Consulting and third-party services costs increased by $7.7 million due to development efforts by our external consultants for our next generation OCS program and other product development, including our OCS Kidney device. Clinical trials costs increased by $1.4 million due primarily to patient enrollment in our clinical trials. Facility and IT related and other costs increased by $1.6 million due primarily to the increased cost of supporting a larger group of research and development personnel.

Previous wording

Total selling, general and administrative expenses increased by $13.7 million from $44.1 million in the three months ended June 30, 2025 to $57.8 million in the three months ended June 30, 2026. Personnel related costs increased by $3.6 million primarily due to the continued expansion of our team to support the growth in our business. Personnel related costs included stock-based compensation expense of $7.2 million and $7.8 million for the three months ended June 30, 2026 and 2025, respectively. Professional and consultant fees increased by $4.6 million due primarily to transaction-related costs of $1.7 million related to strategic initiatives and corporate development activities, and to costs related to international expansion and process improvement initiatives. Facility and IT related and other costs increased by $2.7 million due primarily to increases in IT infrastructure, travel costs and property tax expenses for properties in Somerville, Massachusetts. Depreciation and amortization expense increased by $2.6 million primarily due to $2.1 million of amortization of our finance lease for our new headquarters that commenced in January 2026.

Current wording

Total selling, general and administrative expenses increased by $15.3 million from $46.0 million in the three months ended September 30, 2025 to $61.3 million in the three months ended September 30, 2026. Personnel related costs increased by $8.8 million primarily due to the continued expansion of our team to support the growth in our business and costs pursuant to the transition agreement with our former Chief Financial Officer, including the modification of certain stock awards. Personnel related costs included stock-based compensation expense of $11.0 million and $7.9 million for the three months ended September 30, 2026 and 2025, respectively. Professional and consultant fees increased by $3.2 million due primarily to strategic initiatives and corporate development activities. Depreciation and amortization expense increased by $2.9 million primarily due to $2.1 million of amortization of our finance lease for our new headquarters that commenced in January 2026.

Previous wording

Interest expense was $7.2 million and $3.5 million for the three months ended June 30, 2026 and 2025, respectively. Interest expense of $2.4 million for each of the three months ended June 30, 2026 and 2025 related to the $460.0 million principal amount of the Notes that carry a 1.5% interest rate. Interest expense of $1.0 million for each of the three months ended June 30, 2026 and 2025 related to the $60.0 million principal amount of the CIBC loan that carries a variable interest rate, which was 6.2% as of June 30, 2026. Additionally, for the three months ended June 30, 2026, interest expense included $3.8 million of imputed interest on our finance lease entered into in January 2026.

Current wording

Interest expense was $7.3 million and $3.5 million for the three months ended September 30, 2026 and 2025, respectively. Interest expense of $2.5 million and $2.4 million for the three months ended September 30, 2026 and 2025, respectively, related to the $460.0 million principal amount of the Notes that carry a 1.5% interest rate. Interest expense of $0.9 million and $1.0 million for the three months ended September 30, 2026 and 2025, respectively, related to the outstanding principal amount of the CIBC loan that carries a variable interest rate, which was 5.3% as of September 30, 2026. Additionally, for the three months ended September 30, 2026, interest expense included $3.9 million of imputed interest on our finance lease entered into in January 2026.

Previous wording

Interest income and other income (expense), net for the three months ended June 30, 2026 and 2025 included interest income of $3.0 million and $2.5 million, respectively, from interest earned on cash balances. Interest income and other income (expense), net for the three months ended June 30, 2026 and 2025 also included $0.1 million of realized and unrealized foreign currency transactions losses and $0.6 million of realized and unrealized foreign currency transactions gains, respectively.

Current wording

Interest income and other income (expense), net for the three months ended September 30, 2026 and 2025 included interest income of $3.4 million and $3.3 million, respectively, from interest earned on cash balances. Interest income and other income (expense), net for the three months ended September 30, 2026 and 2025 also included $0.2 million and $0.1 million of realized and unrealized foreign currency transactions losses, respectively.

Previous wording

Our effective tax rate of 21.1% for the six months ended June 30, 2026 differed from the statutory federal corporate tax rate of 21% primarily due to state income taxes, which increased the effective tax rate, offset by discrete items occurring during the period.

Current wording

Our effective tax rate of 29.2% for the three months ended September 30, 2026 differed from the statutory federal corporate tax rate of 21% primarily due to state income taxes and a discrete tax item resulting from transaction-related costs, which increased the effective tax rate.

Previous wording

For the six months ended June 30, 2025, our income tax expense consisted primarily of state income taxes. Until the fourth quarter of 2025, we maintained a valuation allowance on our overall net deferred tax assets.

Current wording

For the three months ended September 30, 2025, our income tax benefit of $1.3 million resulted from a reduction in state income taxes due to the passage of the One Big Beautiful Bill Act, specifically changes related to domestic research expensing and bonus depreciation. Until the fourth quarter of 2025, we maintained a valuation allowance on our overall net deferred tax assets.

Previous wording

The following table summarizes our results of operations for the six months ended June 30, 2026 and 2025:

Current wording

The following table summarizes our results of operations for the nine months ended September 30, 2026 and 2025:

Previous wording

Revenue from customers in the United States related to OCS transplant was $350.6 million in the six months ended June 30, 2026 and increased by $59.8 million compared to the six months ended June 30, 2025, due to higher sales volumes of our OCS Liver disposable sets and increased usage of the NOP. Revenue for each organ in the table above includes net product revenue from sales of disposable sets as well as service revenue for organ procurement, OCS perfusion management and transplant logistics services under the NOP in the United States.

Current wording

Transplant revenue from customers in the United States was $536.6 million in the nine months ended September 30, 2026 and increased by $106.8 million compared to the nine months ended September 30, 2025, due to higher sales volumes of our OCS Liver disposable sets and increased usage of the NOP. Revenue for each organ in the table above includes net product revenue from sales of disposable sets as well as service revenue for organ procurement, OCS perfusion management and transplant logistics services under the NOP in the United States.

Previous wording

Revenue from customers outside the United States was $10.9 million and $8.2 million for the six months ended June 30, 2026 and 2025, respectively. The increase was due primarily to higher sales volumes of our OCS Heart disposable sets.

Current wording

Transplant revenue from customers outside the United States was $17.5 million and $11.9 million for the nine months ended September 30, 2026 and 2025, respectively. The increase was due primarily to higher sales volumes of our OCS Heart disposable sets.

Previous wording

Cost of net product revenue increased by $14.1 million in the six months ended June 30, 2026 compared to the six months ended June 30, 2025. Cost of service revenue increased by $19.3 million in the six months ended June 30, 2026 compared to the six months ended June 30, 2025. Gross profit increased by $29.5 million in the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Current wording

Cost of net product revenue increased by $19.0 million in the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. Cost of service revenue increased by $39.5 million in the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. Gross profit increased by $63.6 million in the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025.

Previous wording

Overall gross margin was 60% and 61% for the three months ended June 30, 2026 and 2025, respectively. The decrease in gross margin from 2025 to 2026 was driven primarily by a higher mix of service revenue, which carries a lower gross margin than product revenue, as well as a decrease in gross margin from product revenue. Gross margin from net product revenue was 77% and 80% for the three months ended June 30, 2026 and 2025, respectively. Gross margin from net product revenue decreased from the three months ended June 30, 2025 to the three months ended June 30, 2026 primarily due to higher freight costs and certain inventory-related costs that we believe are temporary, including strategic stocking costs at hub locations and incremental product costs related to our clinical trials. Gross margin from service revenue was 35% and 32% for the three months ended June 30, 2026 and 2025, respectively, and consisted primarily of organ procurement, OCS perfusion management and transplant logistics services under our NOP. Gross margin from service revenue increased during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025 primarily due to efficiencies in our NOP operating model.

Current wording

Overall gross margin was 59% and 61% for the nine months ended September 30, 2026 and 2025, respectively. The decrease in gross margin from 2025 to 2026 was driven primarily by a higher mix of service revenue, which carries a lower gross margin than product revenue, as well as a decrease in gross margin from product revenue. Gross margin from net product revenue was 78% and 80% for the nine months ended September 30, 2026 and 2025, respectively. Gross margin from net product revenue decreased from the nine months ended September 30, 2025 to the nine months ended September 30, 2026 primarily due to product mix and higher freight costs. Gross margin from service revenue was 32% and 30% for the nine months ended September 30, 2026 and 2025, respectively, and consisted primarily of organ procurement, OCS perfusion management and transplant logistics services under our NOP. Gross margin from service revenue increased during the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025 primarily due to efficiencies in our NOP operating model.

Previous wording

Total research, development and clinical trials expenses increased by $23.4 million from $33.1 million in the six months ended June 30, 2025 to $56.5 million in the six months ended June 30, 2026. Personnel related costs increased by $3.9 million primarily due to increased headcount to support development efforts for our next generation OCS program and overall compensation increases. Personnel related costs included stock-based compensation expense of $2.5 million for each of the six months ended June 30, 2026 and 2025. Consulting and third-party services costs increased by $14.8 million due to development efforts by our external development consultants for our next generation OCS program and other product development, including our OCS Kidney device. Clinical trials costs increased by $2.0 million due primarily to patient enrollment in our clinical trials. Facility and IT related and other costs increased by $2.5 million from the six months ended June 30, 2025 to the six months ended June 30, 2026 due primarily to the increased cost of supporting a larger group of research and development personnel.

Current wording

Total research, development and clinical trials expenses increased by $37.3 million from $48.4 million in the nine months ended September 30, 2025 to $85.7 million in the nine months ended September 30, 2026. Personnel related costs increased by $5.9 million primarily due to increased headcount to support development efforts for our next generation OCS program and overall compensation increases. Personnel related costs included stock-based compensation expense of $3.6 million and $3.4 million for the nine months ended September 30, 2026 and 2025, respectively. Consulting and third-party services costs increased by $22.5 million due to development efforts by our external consultants for our next generation OCS program and other product development, including our OCS Kidney device. Clinical trials costs increased by $3.4 million due primarily to patient enrollment in our clinical trials. Facility and IT related and other costs increased by $4.1 million due primarily to the increased cost of supporting a larger group of research and development personnel.

Previous wording

Total selling, general and administrative expenses increased by $33.1 million from $87.7 million in the six months ended June 30, 2025 to $120.8 million in the six months ended June 30, 2026. Personnel related costs increased by $10.1 million primarily due to the continued expansion of our team to support the growth in our business. Personnel related costs included stock-based compensation expense of $15.3 million and $15.2 million for the six months ended June 30, 2026 and 2025, respectively. Professional and consultant fees increased by $9.2 million due primarily to transaction-related costs of $4.5 million related to strategic initiatives and corporate development activities, and to costs related to international expansion and process improvement initiatives. Facility and IT related and other costs increased by $6.2 million due primarily to increases in IT infrastructure, travel costs and property tax expenses for properties in Somerville, Massachusetts. Depreciation and amortization expense increased by $7.5 million primarily due to $4.1 million of amortization of our finance lease for our new headquarters that commenced in January 2026 and $1.9 million of incremental amortization due to a change in estimated useful life of acquired intangible assets.

Current wording

Total selling, general and administrative expenses increased by $48.4 million from $133.7 million in the nine months ended September 30, 2025 to $182.1 million in the nine months ended September 30, 2026. Personnel related costs increased by $18.9 million primarily due to the continued expansion of our team to support the growth in our business. Personnel related costs included stock-based compensation expense of $26.3 million and $23.1 million for the nine months ended September 30, 2026 and 2025, respectively. Professional and consultant fees increased by $12.4 million due primarily to transaction-related costs of $5.1 million related to strategic initiatives and corporate development activities, and to costs related to international expansion and process improvement initiatives. Facility and IT related and other costs increased by $7.2 million due primarily to increases in IT infrastructure, travel costs and expenses related to properties in Somerville, Massachusetts. Depreciation and amortization expense increased by $10.4 million primarily due to $6.2 million of amortization of our finance lease for our new headquarters that commenced in January 2026 and $1.9 million of incremental amortization due to a change in estimated useful life of acquired intangible assets.

Previous wording

Interest expense was $14.4 million and $6.9 million for the six months ended June 30, 2026 and 2025, respectively. Interest expense of $4.9 million for each of the six months ended June 30, 2026 and 2025, related to the $460.0 million principal amount of the Notes that carry a 1.5% interest rate. Interest expense of $1.9 million and $2.1 million for the six months ended June 30, 2026 and 2025, respectively, related to the $60.0 million principal amount of the CIBC loan that carries a variable interest rate, which was 6.2% as of June 30, 2026. Additionally, for the six months ended June 30, 2026, interest expense included $7.6 million of imputed interest on our finance lease entered into in January 2026.

Current wording

Interest expense was $21.7 million and $10.4 million for the nine months ended September 30, 2026 and 2025, respectively. Interest expense of $7.4 million and $7.3 million for the nine months ended September 30, 2026 and 2025, respectively, related to the $460.0 million principal amount of the Notes that carry a 1.5% interest rate. Interest expense of $2.8 million and $3.1 million for the nine months ended September 30, 2026 and 2025, respectively, related to the outstanding principal amount of the CIBC loan that carries a variable interest rate, which was 5.3% as of September 30, 2026. Additionally, for the nine months ended September 30, 2026, interest expense included $11.5 million of imputed interest on our finance lease entered into in January 2026.

Previous wording

Interest income and other income (expense), net for the six months ended June 30, 2026 and 2025 included interest income of $5.7 million and $4.8 million, respectively, from interest earned on cash balances. Interest income and other income (expense), net for the six months ended June 30, 2026 and 2025 also included $0.7 million of realized and unrealized foreign currency transactions losses and $1.0 million of realized and unrealized foreign currency transactions gains, respectively.

Current wording

Interest income and other income (expense), net for the nine months ended September 30, 2026 and 2025 included interest income of $9.1 million and $8.1 million, respectively, from interest earned on cash balances. Interest income and other income (expense), net for the nine months ended September 30, 2026 and 2025 also included $0.9 million of realized and unrealized foreign currency transactions losses and $1.0 million of realized and unrealized foreign currency transactions gains, respectively.

Previous wording

Our effective tax rate of 24.3% for the three months ended June 30, 2026 differed from the statutory federal corporate tax rate of 21% primarily due to state income taxes, which increased the effective tax rate.

Current wording

Our effective tax rate of 24.9% for the nine months ended September 30, 2026 differed from the statutory federal corporate tax rate of 21% primarily due to state income taxes, which increased the effective tax rate.

Previous wording

For the three months ended June 30, 2025, our income tax expense consisted primarily of state income taxes. Until the fourth quarter of 2025, we maintained a valuation allowance on our overall net deferred tax assets.

Current wording

For the nine months ended September 30, 2025, our income tax expense consisted primarily of state income taxes. Until the fourth quarter of 2025, we maintained a valuation allowance on our overall net deferred tax assets.

Previous wording

Prior to 2024, we had incurred significant annual operating losses since inception and we may incur losses in the future. To date, we have funded our operations primarily with proceeds from borrowings under loan agreements, proceeds from the issuance of our Notes, proceeds from the sale of common stock in our public offerings and revenue from commercial sales of our OCS products and NOP services and from sales of our OCS products for use in clinical trials. At June 30, 2026, our principal source of liquidity was cash of $472.7 million.

Current wording

Prior to 2024, we had incurred significant annual operating losses since inception and we may incur losses in the future. To date, we have funded our operations primarily with proceeds from borrowings under loan agreements, proceeds from the issuance of our Notes, proceeds from the sale of common stock in our public offerings and revenue from commercial sales of our OCS products and NOP services and from sales of our OCS products for use in clinical trials. At September 30, 2026, our principal source of liquidity was cash of $493.0 million.

Previous wording

During the six months ended June 30, 2026, operating activities provided $41.8 million of cash, primarily resulting from net income of $22.0 million and net non-cash charges of $56.6 million, partially offset by net cash used by changes in our operating assets and liabilities of $36.8 million. Net cash used by changes in our operating assets and liabilities for the six months ended June 30, 2026 consisted primarily of an increase in accounts receivable of $19.9 million, an increase in inventory of $10.2 million, a net decrease in accounts payable and accrued expenses and other current liabilities of $2.6 million, an increase in prepaid expenses and other current assets of $2.4 million and a decrease in operating lease liabilities of $1.6 million.

Current wording

During the nine months ended September 30, 2026, operating activities provided $77.8 million of cash, primarily resulting from net income of $39.1 million and net non-cash charges of $91.6 million, partially offset by net cash used by changes in our operating assets and liabilities of $52.8 million. Net cash used by changes in our operating assets and liabilities for the nine months ended September 30, 2026 consisted primarily of an increase in accounts receivable of $28.1 million, an increase in inventory of $19.4 million, an increase in prepaid expenses and other current assets of $6.9 million, and a decrease in operating lease liabilities of $2.5 million, partially offset by a net increase in accounts payable and accrued expenses and other current liabilities of $5.6 million.

Previous wording

During the six months ended June 30, 2025, operating activities provided $88.8 million of cash, primarily resulting from net income of $60.6 million and net non-cash charges of $32.4 million, partially offset by net cash used by changes in our operating assets and liabilities of $4.2 million. Net cash used by changes in our operating assets and liabilities for the six months ended June 30, 2025 consisted primarily of an increase in accounts receivable of $6.6 million, a decrease in accounts payable and accrued expenses and other current liabilities of $2.8 million, and a decrease in operating lease liabilities of $1.4 million, partially offset by a decrease in inventory of $5.7 million and a decrease in prepaid expenses and other current assets of $1.1 million.

Current wording

During the nine months ended September 30, 2025, operating activities provided $158.3 million of cash, primarily resulting from net income of $84.9 million, net non-cash charges of $49.7 million, and net cash provided by changes in our operating assets and liabilities of $23.7 million. Net cash provided by changes in our operating assets and liabilities for the nine months ended September 30, 2025 consisted primarily of a decrease in accounts receivable of $17.5 million and an increase in accounts payable and accrued expenses and other current liabilities of $12.8 million, partially offset by an increase in prepaid expenses and other current assets of $4.8 million and a decrease in operating lease liabilities of $2.1 million.

Previous wording

During the six months ended June 30, 2026, net cash used in investing activities of $43.7 million consisted of purchases of property, plant and equipment, primarily related to the purchase of two parcels of land and building in Somerville, Massachusetts.

Current wording

During the nine months ended September 30, 2026, net cash used in investing activities of $57.5 million consisted primarily of purchases of property, plant and equipment of $52.1 million, primarily related to the purchase of two parcels of land and building in Somerville, Massachusetts and the buildout of our new headquarters.

Previous wording

During the six months ended June 30, 2025, net cash used in investing activities of $36.1 million consisted of purchases of property, plant and equipment, primarily related to the purchase of transplant aircraft.

Current wording

During the nine months ended September 30, 2025, net cash used in investing activities of $43.7 million consisted of purchases of property, plant and equipment, primarily related to the purchase of transplant aircraft.

Previous wording

During the six months ended June 30, 2025, net cash provided by financing activities of $10.1 million consisted of proceeds from the issuance of common stock upon exercise of stock options of $8.8 million and proceeds from the issuance of common stock in connection with the 2019 Employee Stock Purchase Plan of $1.3 million.

Current wording

During the nine months ended September 30, 2026, net cash provided by financing activities of $2.8 million consisted primarily of proceeds from the issuance of common stock upon exercise of stock options of $4.2 million and proceeds from the issuance of common stock in connection with the 2019 Employee Stock Purchase Plan of $3.9 million, partially offset by repayments of long-term debt of $5.0 million.

Previous wording

During the six months ended June 30, 2026, net cash provided by financing activities of $4.7 million consisted primarily of proceeds from the issuance of common stock upon exercise of stock options of $3.2 million and proceeds from the issuance of common stock in connection with the 2019 Employee Stock Purchase Plan of $1.7 million.

Current wording

During the nine months ended September 30, 2025, net cash provided by financing activities of $13.8 million consisted of proceeds from the issuance of common stock upon exercise of stock options of $10.6 million and proceeds from the issuance of common stock in connection with the 2019 Employee Stock Purchase Plan of $3.2 million.

Previous wording

Prior to June 8, 2026, the Notes were not redeemable. After June 8, 2026, we may redeem for cash all or any portion of the Notes (subject to the partial redemption limitation set forth in the Indenture), at our option, if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption. In addition, calling any Note for redemption will constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is converted after it is called for redemption.

Current wording

We may redeem for cash all or any portion of the Notes (subject to the partial redemption limitation set forth in the Indenture), at our option, if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption. In addition, calling any Note for redemption will constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is converted after it is called for redemption.

Previous wording

Borrowings under the CIBC Credit Agreement bear interest at an annual rate equal to either, at our option, (i) the secured overnight financing rate for an interest period selected by us, subject to a minimum of 1.50%, plus 2.0% or (ii) 1.0% plus the higher of a) the prime rate, subject to a minimum of 4.0% or b) the Federal Funds Effective Rate, plus 0.5%. We are obligated to repay the outstanding principal amount in equal monthly installments commencing in July 2026 with the remaining balance due on the maturity date in July 2027. At our option, we may prepay the outstanding principal amount under the CIBC Credit Agreement, without a prepayment fee. All obligations under the CIBC Credit Agreement are guaranteed by us and each of our material subsidiaries.

Current wording

Borrowings under the CIBC Credit Agreement bear interest at an annual rate equal to either, at our option, (i) the secured overnight financing rate for an interest period selected by us, subject to a minimum of 1.50%, plus 2.0% or (ii) 1.0% plus the higher of (a) the prime rate, subject to a minimum of 4.0% or (b) the Federal Funds Effective Rate, plus 0.5%. Commencing in July 2026, we began repaying the outstanding principal amount in equal monthly installments with the remaining balance due on the maturity date in July 2027. At our option, we may prepay the outstanding principal amount under the CIBC Credit Agreement, without a prepayment fee. All obligations under the CIBC Credit Agreement are guaranteed by us and each of our material subsidiaries.

Previous wording

We are in the process of contracting for engineering and construction services for the buildout of our new headquarters facility in Somerville, Massachusetts. We currently estimate total capital expenditures related to the new headquarters facility to be between approximately $200 million and $240 million, to be incurred over a multi-year period through 2030. As of June 30, 2026, we have entered into contractual commitments of approximately $12.7 million related to construction, design and project management services.

Current wording

We are in the process of contracting for engineering and construction services for the buildout of our new headquarters facility in Somerville, Massachusetts. We currently estimate total capital expenditures related to the new headquarters facility to be in a range of approximately $200 million and $240 million, to be incurred over a multi-year period through 2030. As of September 30, 2026, we have entered into contractual commitments of approximately $57.5 million related to construction, design and project management services, of which $13.8 million has been incurred.