10-Q - TRNS - Equibles

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

FORM 10-Q

(Mark one)

☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended: September 27, 2025

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to ****

Commission File Number: 000-03905

TRANSCAT, INC.

(Exact name of registrant as specified in its charter)

Ohio	16-0874418
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

35 Vantage Point Drive, Rochester, New York 14624

(Address of principal executive offices) (Zip Code)

(585) 352-7777

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.50 par value	TRNS	Nasdaq Global Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑ Yes No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☑ Yes No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☑	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes No ☑

The number of shares of common stock, par value $0.50 per share, of the registrant outstanding as of October 31, 2025 was 9,328,412.

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		Page(s)
PART I.	FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (Unaudited):
	Condensed Consolidated Statements of Income for the Second Quarter and Six Months Ended September 27, 2025 and September 28, 2024	1
	Condensed Consolidated Statements of Comprehensive Income for the Second Quarter and Six Months Ended September 27, 2025 and September 28, 2024	2
	Condensed Consolidated Balance Sheets as of September 27, 2025 and March 29, 2025	3
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended September 27, 2025 and September 28, 2024	4
	Condensed Consolidated Statements of Changes in Shareholders' Equity for the Second Quarter and Six Months Ended September 27, 2025 and September 28, 2024	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	34
Item 4.	Controls and Procedures	34
PART II.	OTHER INFORMATION
Item 6.	Exhibits	36
SIGNATURES		37

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PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

TRANSCAT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In Thousands, Except Per Share Amounts)

	(Unaudited)						(Unaudited)
	Second Quarter Ended						Six Months Ended
	September 27,			September 28,			September 27,			September 28,
	2025			2024			2025			2024
Service Revenue	$	52,836		$	44,083		$	101,980		$	87,861
Distribution Revenue		29,436			23,743			56,716			46,672
Total Revenue		82,272			67,826			158,696			134,533
Cost of Service Revenue		35,843			29,492			68,778			58,387
Cost of Distribution Revenue		19,667			17,128			37,335			32,285
Total Cost of Revenue		55,510			46,620			106,113			90,672
Gross Profit		26,762			21,206			52,583			43,861
Selling, Marketing and Warehouse Expenses		10,627			8,181			20,142			15,982
General and Administrative Expenses		12,630			9,290			23,598			19,045
Total Operating Expenses		23,257			17,471			43,740			35,027
Operating Income		3,505			3,735			8,843			8,834
Interest Expense		1,269			76			1,720			128
Interest Income		(5	)		(286	)		(16	)		(598	)
Other Expense		212			232			545			363
Total Interest and Other Expense/(Income), net		1,476			22			2,249			(107	)
Income Before Provision For Income Taxes		2,029			3,713			6,594			8,941
Provision for Income Taxes		760			427			2,064			1,247
Net Income	$	1,269		$	3,286		$	4,530		$	7,694
Basic Earnings Per Share	$	0.14		$	0.36		$	0.49		$	0.84
Basic Average Shares Outstanding		9,321			9,160			9,319			9,107
Diluted Earnings Per Share	$	0.14		$	0.35		$	0.48		$	0.83
Diluted Average Shares Outstanding		9,399			9,282			9,392			9,222

See accompanying notes to condensed consolidated financial statements.

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TRANSCAT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In Thousands)

					(Unaudited)
					Six Months Ended
			September 28,		September 27,			September 28,
			2024		2025			2024
Net Income	1,269		$	3,286	$	4,530		$	7,694
Other Comprehensive Income/(Loss) :
Currency Translation Adjustment	(283	)		381		726			221
Other, net of tax effects of 1 and 1 for the second quarter ended September 27, 2025 and September 28, 2024, respectively; and 1 and 3 for the six months ended September 27, 2025 and September 28, 2024, respectively	(3	)		5		(4	)		10
Total Other Comprehensive Income/(Loss)	(286	)		386		722			231
Comprehensive Income	983		$	3,672	$	5,252		$	7,925

All values are in US Dollars.

Note: Tax effect is calculated using the expected annual tax rate, which was 31.1% and 25% for the fiscal year 2026 and 2025 periods, respectively.

See accompanying notes to condensed consolidated financial statements.

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TRANSCAT, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Share and Per Share Amounts)

			(Audited)
			March 29,
			2025
ASSETS		****			****
Current Assets:
Cash and Cash Equivalents	5,082		$	1,517
Accounts Receivable, less allowance for credit losses of 789 and 659 as of September 27, 2025 and March 29, 2025, respectively	62,573			55,941
Other Receivables	638			373
Inventory	13,065			14,483
Prepaid Expenses and Other Current Assets	4,387			5,695
Total Current Assets	85,745			78,009
Property and Equipment, net	58,127			50,024
Goodwill	218,362			176,928
Intangible Assets, net	85,172			54,777
Right to Use Assets	35,495			24,345
Other Assets	1,986			1,159
Total Assets	484,887		$	385,242
LIABILITIES AND SHAREHOLDERS' EQUITY		****			****
Current Liabilities:
Accounts Payable	15,374			16,755
Accrued Compensation and Other Current Liabilities	19,931			15,466
Current Portion of Long-Term Debt	-			1,816
Total Current Liabilities	35,305			34,037
Long-Term Debt	111,885			30,892
Deferred Tax Liabilities, net	9,297			9,286
Lease Liabilities	31,898			21,395
Other Liabilities	1,085			2,752
Total Liabilities	189,470			98,362
Shareholders' Equity:
Common Stock, par value 0.50 per share, 30,000,000 shares authorized; 9,327,667 and 9,315,840 shares issued and outstanding as of September 27, 2025 and March 29, 2025, respectively	4,664			4,658
Capital in Excess of Par Value	194,534			191,167
Accumulated Other Comprehensive Loss	(747	)		(1,469	)
Retained Earnings	96,966			92,524
Total Shareholders' Equity	295,417			286,880
Total Liabilities and Shareholders' Equity	484,887		$	385,242

All values are in US Dollars.

See accompanying notes to condensed consolidated financial statements.

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TRANSCAT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

	(Unaudited)
	Six Months Ended
	September 27,			September 28,
	2025			2024
Cash Flows from Operating Activities:
Net Income	$	4,530		$	7,694
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Net Loss on Disposal of Property and Equipment		77			43
Noncash Lease Expense		2,034			1,373
Deferred Income Taxes		11			6
Depreciation and Amortization		12,092			8,513
Amortization of Deferred Financing Costs		26			-
Provision for Accounts Receivable and Inventory Reserves		258			108
Stock-Based Compensation Expense		2,970			1,623
Changes in Assets and Liabilities, net of acquisitions:
Accounts Receivable and Other Receivables		(3,550	)		1,746
Inventory		1,798			2,597
Prepaid Expenses and Other Current Assets		1,039			(1,918	)
Accounts Payable		(1,573	)		1,525
Accrued Compensation and Other Current Liabilities		(3,757	)		(4,621	)
Income Taxes Payable		549			(2,930	)
Net Cash Provided by Operating Activities		16,504			15,759
Cash Flows from Investing Activities:
Purchase of Property and Equipment		(9,030	)		(7,633	)
Business Acquisitions, net of cash acquired		(82,526	)		(15,858	)
Sales of Marketable Securities		-			15,533
Net Cash Used in Investing Activities		(91,556	)		(7,958	)
Cash Flows from Financing Activities:
Proceeds From Revolving Credit Facility		131,036			-
Repayment of Revolving Credit Facility		(50,042	)		-
Repayments of Term Loan		(1,816	)		(1,158	)
Payments of Deferred Financing Costs		(366	)		-
Issuance of Common Stock, net of direct costs		491			838
Repurchase of Common Stock		(110	)		(3,026	)
Net Cash Provided by/(Used in) Financing Activities		79,194			(3,346	)
Effect of Exchange Rate Changes on Cash and Cash Equivalents		(576	)		(286	)
Net Increase in Cash and Cash Equivalents		3,565			4,169
Cash and Cash Equivalents at Beginning of Period		1,517			19,646
Cash and Cash Equivalents at End of Period	$	5,082		$	23,815

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Supplemental Disclosure of Cash Flow Activity:
Cash paid during the period for:
Interest	$	1,282	$	462
Income Taxes, net	$	401	$	5,534
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Common stock issued for acquisitions	$	-	$	35,479
Balance Sheet Reclassification of Property and Equipment, net to Inventory	$	378	$	692

See accompanying notes to condensed consolidated financial statements.

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TRANSCAT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(In Thousands, Except Par Value Amounts)

(Unaudited)

		****			****	Capital					****			****			****
	Common Stock					In			Accumulated					****			****
	Issued					Excess			Other					****			****
	0.50 Par Value					of Par			Comprehensive			Retained					****
	Shares		Amount			Value			(Loss)			Earnings			Total
Balance as of March 30, 2024			$	4,420		$	141,624		$	(949	)	$	80,074		$	225,169
Issuance of Common Stock				151			32,888			-			-			33,039
Contingent Consideration Classified as Equity				-			750			-			-			750
Repurchase of Common Stock		)		(7	)		(652	)		-			(961	)		(1,620	)
Stock-Based Compensation				8			689			-			-			697
Other Comprehensive Loss				-			-			(155	)		-			(155	)
Net Income				-			-			-			4,408			4,408
Balance as of June 29, 2024			$	4,572		$	175,299		$	(1,104	)	$	83,521		$	262,288
Issuance of Common Stock				26			3,251			-			-			3,277
Repurchase of Common Stock		)		(5	)		(483	)		-			(918	)		(1,406	)
Stock-Based Compensation				7			919			-			-			926
Other Comprehensive Income				-			-			386			-			386
Net Income				-			-			-			3,286			3,286
Balance as of September 28, 2024			$	4,600		$	178,986		$	(718	)	$	85,889		$	268,757

All values are in US Dollars.

				Capital					****			****			****
	Common Stock			In			Accumulated					****			****
	Issued			Excess			Other					****			****
	0.50 Par Value			of Par			Comprehensive			Retained					****
	Shares	Amount		Value			(Loss)			Earnings			Total
Balance as of March 29, 2025		$	4,658	$	191,167		$	(1,469	)	$	92,524		$	286,880
Issuance of Common Stock			1		214			-			-			215
Repurchase of Common Stock			-		37			-			5			42
Stock-Based Compensation			-		1,130			-			-			1,130
Other Comprehensive Income			-		-			1,008			-			1,008
Net Income			-		-			-			3,261			3,261
Balance as of June 28, 2025		$	4,659	$	192,548		$	(461	)	$	95,790		$	292,536
Issuance of Common Stock			5		234			-			-			239
Repurchase of Common Stock			-		(88	)		-			(93	)		(181	)
Stock-Based Compensation			-		1,840			-			-			1,840
Other Comprehensive Loss			-					(286	)		-			(286	)
Net Income			-		-			-			1,269			1,269
Balance as of September 27, 2025		$	4,664	$	194,534		$	(747	)	$	96,966		$	295,417

All values are in US Dollars.

See accompanying notes to condensed consolidated financial statements.

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TRANSCAT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – GENERAL

Description of Business: Transcat, Inc. (“Transcat,” “we,” “us,” “our” or the “Company”) is a leading provider of accredited calibration services, cost control and optimization services, and distribution and rental of value-added professional grade handheld test, measurement and control instrumentation. The Company is focused on providing services and products to highly regulated industries, particularly the life science industry, which includes pharmaceutical, biotechnology, medical device and other FDA-regulated businesses. Additional industries served include industrial manufacturing; energy and utilities, including oil and gas; chemical manufacturing; FAA-regulated businesses, including aerospace and defense and other industries that require accuracy in their processes, confirmation of the capabilities of their equipment, and for which the risk of failure is very costly.

Basis of Presentation: **** Transcat’s unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Accordingly, the Condensed Consolidated Financial Statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Company’s management, all adjustments considered necessary for a fair presentation (consisting of normal recurring adjustments) have been included. The results for the interim periods are not necessarily indicative of what the results will be for the fiscal year. The accompanying Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements as of and for the fiscal year ended March 29, 2025 (“fiscal year 2025”) contained in the Company’s Annual Report on Form 10-K for fiscal year 2025 filed with the SEC.

Use of Estimates: The preparation of Transcat’s Condensed Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States ("GAAP") requires that the Company make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions are used for, but not limited to, allowance for credit losses and returns, inventory reserves, estimated levels of achievement for performance-based restricted stock units, fair value of stock options, depreciable lives of fixed assets, estimated lives of intangible assets, fair value of the goodwill reporting units, and the valuation of assets acquired, liabilities assumed and consideration transferred in business acquisitions. Future events and their effects cannot be predicted with certainty; accordingly, accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of the Condensed Consolidated Financial Statements may change as new events occur, as more experience is acquired, as additional information is obtained and as the operating environment changes. Actual results could differ from those estimates. Such changes and refinements in estimation methodologies are reflected in reported results of operations in the period in which the changes are made and, if material, their effects are disclosed in the Notes to the Condensed Consolidated Financial Statements.

Cash and Cash Equivalents: Cash equivalents consist of highly liquid investments with an original maturity, when purchased, of three months or less and are stated at cost, which approximates fair value.

**Inventory:**Inventory consists of finished goods purchased for resale and is valued at the lower of cost or net realizable value. Costs are determined using the average cost method of inventory valuation. Inventory is reduced by a reserve for items not saleable at or above cost by applying a specific loss factor, based on historical experience and current demand, to specific categories of its inventory. Inventory is at risk of obsolescence if economic conditions change. Relevant economic conditions include changing consumer demand, customer preferences or increasing competition. The Company believes these risks are largely mitigated because its inventory typically turns several times per year. The Company evaluates the adequacy of the reserve on a quarterly basis.

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**Revenue Recognition:**Distribution non-rental revenue is recorded when an order’s title and risk of loss transfers to the customer, which is generally upon shipment. Distribution rental revenue is recognized over time using the time-elapsed output method as this portrays the transfer of control to the customer. The Company recognizes the majority of its Service revenue based upon when the calibration or other activity is performed and then shipped and/or delivered to the customer. The majority of the Company’s revenue generating activities have a single performance obligation and are recognized at the point in time when control transfers and/or the Company's obligation has been fulfilled, which is generally upon shipment. Some Service revenue is generated from managing customers’ calibration programs in which the Company recognizes revenue over time using the time-elapsed output method as this portrays the transfer of control to the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for product shipped or services performed. Sales taxes and other taxes billed and collected from customers are excluded from revenue. The Company generally invoices its customers for freight, shipping, and handling charges. Freight billed to customers is included in revenue. Shipping and handling is not included in revenue. Provisions for customer returns are provided for in the period the related revenue is recorded based upon historical data.

Under Accounting Standards Codification ("ASC") Topic 606, "Revenue from Contracts with Customers", The Company uses judgments that could potentially impact the timing of its satisfaction of performance obligations. Such judgments include considerations in determining transaction prices and when performance obligations are satisfied for standard product sales that include general payment terms that are between net 30 and 90 days.

Revenue recognized from prior period performance obligations for the second quarter of the fiscal year ending March 28, 2026 (“fiscal year 2026”) was immaterial. As of September 27, 2025, the Company had no unsatisfied performance obligations for contracts with an original expected duration of greater than one year. Pursuant to ASC Topic 606, the Company applied the practical expedient with respect to disclosure of the deferral and future expected timing of revenue recognition for transaction price allocated to remaining performance obligations. Deferred revenue, unbilled revenue and deferred contract costs recorded on the Condensed Consolidated Balance Sheets as of September 27, 2025 and March 29, 2025 were immaterial. See Note 4 for disaggregated revenue information.

	% of Total Net Sales											****
	Second Quarter Ended						Six Months Ended
	September 27,			September 28,			September 27,			September 28,
	2025			2024			2025			2024
Point-in-Time		86.0	%		86.6	%		86.6	%		86.1	%
Over Time - Output Method		14.0	%		13.4	%		13.4	%		13.9	%
Total		100.0	%		100.0	%		100.0	%		100.0	%

**Fair Value of Financial Instruments:**Transcat has determined the fair value of debt and other financial instruments using a valuation hierarchy. The hierarchy, which prioritizes the inputs used in measuring fair value, consists of three levels. Level 1 uses observable inputs such as quoted prices in active markets; Level 2 uses inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, which is defined as unobservable inputs in which little or no market data exists, requires the Company to develop its own assumptions. The carrying amount of debt on the Condensed Consolidated Balance Sheets approximates fair value due to variable interest rate pricing on a portion of the debt with the balance bearing an interest rate approximating current market rates, and the carrying amounts for cash and cash equivalents, marketable securities, accounts receivable and accounts payable approximate fair value due to their short-term nature.

**Stock-Based Compensation:**The Company measures the cost of services received in exchange for all equity awards granted, including stock options and restricted stock units, based on the fair value of the award as of the grant date. The Company records compensation cost related to unvested equity awards by recognizing, on a straight-line basis, the unamortized grant date fair value over the remaining service period for awards expected to vest. Excess tax benefits for share-based award activity are reflected in the Condensed Consolidated Statements of Income as a component of the provision for income taxes. Excess tax benefits are realized benefits from tax deductions for exercised awards in excess of the deferred tax asset attributable to stock-based compensation costs for such awards. The Company did not capitalize any stock-based compensation costs as part of an asset. The Company estimates forfeiture rates based on its historical experience. During the first six months of fiscal year 2026 and fiscal year 2025, the Company recorded non-cash stock-based compensation cost of $3.0 million and $1.6 million, respectively, in the Condensed Consolidated Statements of Income.

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**Foreign Currency Translation and Transactions:**The accounts of Cal OpEx Limited (d/b/a Transcat Ireland), an Irish company, and Transcat Canada Inc., both of which are wholly-owned subsidiaries of the Company, are maintained in their local currencies, the Euro and the Canadian dollar, respectively, and have been translated to U.S. dollars. Accordingly, the amounts representing assets and liabilities have been translated at the period-end rates of exchange and related revenue and expense accounts have been translated at an average rate of exchange during the period. Gains and losses arising from translation of Cal OpEx Limited’s and Transcat Canada Inc.’s financial statements into U.S. dollars are recorded directly to the accumulated other comprehensive loss component of shareholders’ equity.

Transcat records foreign currency gains and losses on business transactions denominated in foreign currency. The net foreign currency was a **** net loss of $0.2 **** million for the first six months of fiscal year 2026 and a **** net loss of $0.4 **** million for the first six months of fiscal year 2025. The Company continually utilizes short-term foreign exchange forward contracts to reduce the risk that its future earnings denominated in Canadian dollars would be adversely affected by changes in currency exchange rates. The Company does not apply hedge accounting and therefore the net change in the fair value of the contracts, which totaled a loss of less than $0.1 million, and a gain of less than $0.1 million during the first six months of fiscal years 2026 and 2025, respectively, recognized as a component of Interest and Other (Income) Expense, net in the Condensed Consolidated Statements of Income. The change in the fair value of the contracts is offset by the change in fair value on the underlying accounts receivables denominated in Canadian dollars being hedged. On September 27, 2025, the Company had a foreign exchange contract, which matured in October 2025, outstanding in the notional amount of $0.6 million. This contract was subsequently renewed and remains in place. The Company does not use hedging arrangements for speculative purposes.

Earnings Per Share: Basic earnings per share of the Company's common stock, par value $0.50 per share ("common stock"), are computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share of common stock reflect the assumed conversion of stock options, unvested restricted stock units using the treasury stock method and contingent consideration classified as equity in periods in which they have a dilutive effect. In computing the per share effect of assumed conversion, proceeds received from the exercise of options and unvested restricted stock units are considered to have been used to purchase shares of common stock at the average market prices during the period, and the resulting net additional shares of common stock are included in the calculation of average shares of common stock outstanding.

For the first six months of fiscal years 2026 and 2025, the net additional common stock equivalents had a ($0.01) effect on the calculation of diluted earnings per share. The average shares outstanding used to compute basic and diluted earnings per share are as follows (amounts in thousands):

	Second Quarter Ended				Six Months Ended
	September 27,		September 28,		September 27,		September 28,
	2025		2024		2025		2024
Average Shares Outstanding – Basic		9,321		9,160		9,319		9,107
Effect of Dilutive Common Stock Equivalents		78		122		73		115
Average Shares Outstanding – Diluted		9,399		9,282		9,392		9,222
Anti-dilutive Common Stock Securities		110		31		124		41

Goodwill and Intangible Assets: Goodwill represents the excess of the purchase price over the fair values of the underlying net assets of an acquired business. The Company tests goodwill for impairment for each reporting unit on an annual basis during the fourth quarter of its fiscal year, or immediately if conditions indicate that such impairment could exist. The Company is permitted, but not required, to qualitatively assess indicators of a reporting unit’s fair value to determine whether it is necessary to perform the two-step goodwill impairment test. If a quantitative test is deemed necessary, a discounted cash flow analysis is prepared to estimate fair value.

The gross carrying amount and accumulated amortization of Transcat's acquired identifiable intangible assets as of September 27, 2025 were as follows (in thousands):

	Gross Carrying		Accumulated			****	****
	Amount		Amortization			Total
Customer Base	$	118,834	$	(40,239	)	$	78,595
Covenant not to Compete		3,609		(3,079	)		530
Tradenames/Trademarks		6,740		(723	)		6,017
Other		905		(875	)		30
Intangible Assets, net	$	130,088	$	(44,916	)	$	85,172

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The gross carrying amount and accumulated amortization of Transcat's acquired identifiable intangible assets as of March 29, 2025 were as follows (in thousands):

	Gross Carrying		Accumulated			****	****
	Amount		Amortization			Total
Customer Base	$	84,755	$	(34,531	)	$	50,224
Covenant not to Compete		3,603		(2,866	)		737
Tradenames/Trademarks		4,040		(263	)		3,777
Other		905		(866	)		39
Intangible Assets, net	$	93,303	$	(38,526	)	$	54,777

Intangible assets, namely customer base, covenants not to compete, and tradenames/trademarks, represent an allocation of purchase price to identifiable intangible assets of an acquired business. Intangible assets are evaluated for impairment when events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Amortization expense relating to intangible assets is expected to be $14.8 million in fiscal year 2026, $12.2 million in fiscal year 2027, $10.6 million in fiscal year 2028, $9.2 million in fiscal year 2029 and $7.8 million in fiscal year 2030.

A summary of changes in the Company’s goodwill is as follows (amounts in thousands):

	Goodwill
	Distribution		Service		Total
Net Book Value as of March 29, 2025	$	59,999	$	116,929	$	176,928
Additions		-		41,364		41,364
Currency Translation Adjustment		-		70		70
Net Book Value as of September 27, 2025	$	59,999	$	158,363	$	218,362

**Other Liabilities:**A summary of other current and non-current liabilities is as follows (amounts in thousands):

	(Unaudited)		(Audited)
	September 27,		March 29,
	2025		2025
Current Liabilities:
Accrued Payroll and Employee Benefits	$	5,507	$	5,592
Accrued Incentives		5,069		1,670
Current Portion of Lease Liabilities		3,963		3,624
Accrued Acquisition Holdbacks		2,443		2,784
Accrued Sales Tax		505		654
Income Taxes Payable		551		-
Other Current Liabilities		1,893		1,142
Accrued Compensation and Other Current Liabilities	$	19,931	$	15,466
Non-Current Liabilities:
Postretirement Benefit Obligation	$	1,008	$	1,012
Accrued Acquisition Holdbacks		-		1,647
Other Non-Current Liabilities		77		93
Other Liabilities	$	1,085	$	2,752

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Recently Adopted Accounting Pronouncements:

There have been no significant changes in our reported financial position or results of operations and cash flows resulting from the adoption of new accounting pronouncements.

Recent Accounting Guidance Not Yet Adopted:

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures". The ASU expands the income tax disclosure requirements, principally related to the rate reconciliation table and income taxes paid. ASU 2023-09 is effective for annual periods beginning in fiscal 2026, with early adoption permitted. The adoption of the ASU is not expected to have a material impact on the Company’s financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” which requires public entities to disclose specified information about certain costs and expenses. ASU 2024-03 is effective for annual reporting periods beginning in fiscal 2028, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The adoption of the ASU is not expected to have a material impact on the Company’s financial statement disclosures.

In July 2025, the FASB issued ASU 2025-05 “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets,” which introduces a practical expedient for the application of the current expected credit loss model to current accounts receivable and contract assets. ASU 2025-05 is effective for interim and annual reporting periods beginning in fiscal 2027, with early adoption permitted. The adoption of the ASU is not expected to have a material impact on the Company’s financial statement disclosures.

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NOTE 2 – LONG-TERM DEBT

On July 29, 2025, the Company entered into a Credit Agreement (the “Credit Agreement”) with a group of three lenders establishing a new five-year $150.0 million secured revolving credit facility (the “Credit Facility”). Borrowing options under the Credit Facility include: (i) a revolving loan option; (ii) a swingline loan option; and (iii) letters of credit, each of which is provided on a committed basis. The Credit Facility replaced the Company’s former $80.0 million credit facility (the “Replaced Facility”), which included a letter of credit subfacility of $10.0 million and the Company’s 2018 term loan, with an original principal amount of $15.0 million (the “2018 Term Loan”).

In connection with the Credit Agreement, the Company entered into a syndicated loan. The lender of the Replaced Facility participated in the Credit Agreement. For accounting purposes, the transaction was accounted for as a debt modification; however, there were no remaining unamortized costs from the Replaced Facility. The Company incurred financing costs that will be deferred and amortized on a straight-line basis over the term of the Credit Agreement. These amounts are included in Other Assets in the Condensed Consolidated Balance Sheets.

On July 7, 2021, the Company entered into the Replaced Facility with Manufacturers and Traders Trust Company (“M&T”), that amended and restated in its entirety the Company’s prior credit agreement with M&T. The Replaced Facility provided for a revolving credit commitment of $80.0 million through June 2026, with a letter of credit subfacility of $10.0 million. The 2018 Term Loan was also provided for under the Replaced Facility.

The Credit Agreement allows the Company to use up to $50.0 million under the Credit Facility for acquisitions in any single fiscal year with an exception for the acquisition of Essco. In addition, we are permitted to make restricted payments up to $25.0 million in the aggregate over the term of the Credit Facility and $10.0 million in any single fiscal year to repurchase shares and pay dividends.

As of September 27, 2025, $150.0 million was available for borrowing, subject to covenant restrictions, under the Credit Facility, of which $111.9 million was outstanding.

Interest and Other Costs: Effective July 1, 2023, interest on outstanding borrowings under the revolving credit facility accrued, at Transcat’s election, at either the variable Daily Simple SOFR or a fixed rate for a designated period at the SOFR corresponding to such period (subject to a 1.00% floor), in each case, plus a margin. Unused fees accrued based on the average daily amount of unused credit available on the revolving credit facility. Interest rate margins and unused fees are determined on a quarterly basis based upon the Company’s calculated leverage ratio. The Company’s weighted average interest rate for the revolving credit facility for the second quarter of fiscal year 2026 was 6.0%.

Covenants: The Credit Facility has certain covenants with which the Company is required to comply, including a fixed charge ratio covenant, which prohibits the Company's fixed charge ratio from being less than 1.20 to 1.00, and a leverage ratio covenant, which prohibits the Company's leverage ratio of outstanding indebtedness to consolidated EBITDA from exceeding 3.00 to 1.00.

Other Terms: The Company pledged all of its U.S. tangible and intangible personal property, the equity interests of its U.S.-based subsidiaries, and a majority of the common stock of Transcat Canada Inc. and Cal Op Ex Limited as collateral security for the loans made under the Credit Facility.

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NOTE 3 – STOCK-BASED COMPENSATION

In September 2021, the Transcat, Inc. 2021 Stock Incentive Plan (the “2021 Plan”) was approved by shareholders and became effective. The 2021 Plan replaced the Transcat, Inc. 2003 Incentive Plan (the “2003 Plan”). Shares available for grant under the 2021 Plan include any shares remaining available for issuance under the 2003 Plan and any shares that are subject to outstanding awards under the 2003 Plan that are subsequently canceled, expired, forfeited, or otherwise not issued or are settled in cash. The 2021 Plan provides for, among other awards, grants of restricted stock units and stock options to directors, officers and key employees at the fair market value at the date of grant. At September 27, 2025, 0.5 million shares of common stock were available for future grant under the 2021 Plan.

The Company receives an excess tax benefit related to restricted stock vesting and stock options exercised and redeemed. The discrete tax benefits related to share-based compensation and stock option activity during the first six months of fiscal year 2026 and fiscal year 2025 were less than $0.1 million and $1.1 million, respectively.

**Restricted Stock Units:**The Company grants time-based and performance-based restricted stock units as a component of executive and key employee compensation. Expense for restricted stock unit grants is recognized on a straight-line basis for the service period of the stock award based upon fair value of the award on the date of grant. The fair value of a restricted stock unit grant is the quoted market price for a share of the Company’s common stock on the date of grant. These restricted stock units are generally either time vested or vest following the third fiscal year end from the date of grant subject to cumulative Adjusted EBITDA (a non-GAAP measure) targets over the eligible period. There was a special award granted in September 2025 that will vest following the second fiscal year end from the date of grant subject to cumulative Adjusted EBITDA (a non-GAAP measure) targets over the eligible period.

Compensation cost ultimately recognized for performance-based restricted stock units will equal the grant date fair market value of the unit that coincides with the actual outcome of the performance conditions. On an interim basis, the Company records compensation cost based on the estimated level of achievement of the performance conditions. The estimated level of achievement for performance-based restricted stock units granted in fiscal year 2025 and fiscal year 2026, are estimated to be 100% and 150% of the targets, respectively.

The following table summarizes the non-vested restricted stock units outstanding as of September 27, 2025 (in thousands, except per unit data):

			Weighted
			Average
	Number		Grant Date
	Of		Fair
	RSUs		Value
Outstanding as of March 29, 2025		74,071	$	101.63
Granted		111,245	$	83.03
Vested		7,336	$	114.85
Forfeited		150	$	101.95
Outstanding as of September 27, 2025		177,830	$	89.46

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Total expense relating to restricted stock units, based on grant date fair value and the achievement criteria, was $2.5 million and $0.9 million in the first six months of fiscal year 2026 and fiscal year 2025, respectively. As of September 27, 2025, unearned compensation, to be recognized over the grants’ respective service periods, totaled $12.0 million based on estimated achievement levels as of September 27, 2025. If the maximum performance levels were achieved, the unearned compensation could be a maximum of $12.6 million.

**Stock Options:**The Company grants stock options to employees and directors with an exercise price equal to the quoted market price of the Company’s stock at the date of the grant. The fair value of stock options is estimated using the Black-Scholes option pricing formula that requires assumptions for expected volatility, expected dividends, the risk-free interest rate and the expected term of the option. Expense for stock options is recognized on a straight-line basis over the requisite service period for each award. Options vest over a period of three to five years either in annual tranches or cliff vesting and expire either five years or ten years from the date of grant.

The Company calculates the fair value of the stock options granted using the Black-Scholes model. The following weighted-average assumptions were used to value options granted during the first six months of fiscal year 2026 and fiscal year 2025:

	Second Quarter Ended						Six Months Ended
	September 27,			September 28,			September 27,			September 28,
	2025			2024			2025			2024
Risk-Free Interest Rate		3.93	%		4.09	%		3.89	%		4.35	%
Volatility Factor		46.71	%		40.70	%		46.78	%		40.98	%
Expected Term (in Years)		4.00			4.00			4.00			4.00
Annual Dividend Rate		0.00	%		0.00	%		0.00	%		0.00	%

The Company calculates expected volatility for stock options by taking an average of historical volatility over the expected term. The computation of expected term was determined based on safe harbor rules, giving consideration to the contractual terms of the stock-based awards and vesting schedules. The interest rate for periods within the contractual life of the award is based on the U.S. Treasury yield in effect at the time of grant. The Company assumes no expected dividends.

During the first six months of fiscal year 2026, the Company granted options for 4,100 shares of common stock in the aggregate to Company employees that vest over three years.

During the first six months of fiscal year 2025, the Company granted options for 10,000 shares of common stock in the aggregate to Company employees that vest over three years.

The expense related to all stock option awards was $0.4 million in the first six months of fiscal year 2026 and $0.7 million in the first six months of fiscal year 2025.

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The following table summarizes the Company’s options as of and for the first six months ended September 27, 2025 (in thousands, except price per option data and years):

			Weighted		Weighted
			Average		Average
	Number		Exercise		Remaining		Aggregate
	Of		Price Per		Contractual		Intrinsic
	Options		Option		Term (in years)		Value
Outstanding as of March 29, 2025		174	$	72.14
Granted		4	$	82.59
Exercised		1	$	64.39
Forfeited		-	$	-
Outstanding as of September 27, 2025		179	$	72.42		5	$	1,684
Exercisable as of September 27, 2025		106	$	62.70		4	$	1,497

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the second quarter of fiscal year 2026 and the exercise price, multiplied by the number of in-the-money stock options) that would have been received by the option holders had all holders exercised their options on September 27, 2025. The amount of aggregate intrinsic value will change based on the fair market value of the Company’s common stock.

Total unrecognized compensation cost related to non-vested stock options as of September 27, 2025 was $1.2 million, which is expected to be recognized over a period of three years. The aggregate intrinsic value of stock options exercised during the first six months of fiscal year 2026 was less than $0.1 million. The aggregate intrinsic value of stock options exercised during the first six months of fiscal year 2025 was $2.4 million. Cash received from the exercise of options in the first six months of fiscal years 2026 and 2025 was less than $0.1 million and $0.6 million, respectively.

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NOTE 4 – SEGMENT INFORMATION

Operating segments represent a component of the Company that engages in business activities from which it may recognize revenues and incur expenses whose operating results are regularly reviewed by the public entity’s chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. Once operating segments are identified, the Company determined which of those operating segments are required to be presented as reportable segments based on the quantitative thresholds.

Transcat has two reportable segments: Service and Distribution. Through its Service segment, the Company offers calibration, repair, inspection, analytical qualifications, preventative maintenance, consulting and other related services. Through its Distribution segment, the Company sells and rents national and proprietary brand instruments to customers globally. There are no intersegment revenues.

The Company's CODM is Lee Rudow, President & Chief Executive Officer. Both of the Company's reportable segments are regularly reviewed by the CODM through monthly revenue, gross profit, operating income and consolidated financial forecast updates and through regular and monthly meetings with the executive leadership team. The primary financial measure used by the CODM for the Company's reportable segments is Operating Income, as reported in the Condensed Consolidated Statements of Income and is most consistent with the measurement principles used in the consolidated financial statements. This is used by the CODM to make decisions on resource allocation, assess the performance of the business, and monitor budget versus actual results. Significant expenses reviewed by the CODM consist of cost of revenue and operating expenses, which individually are consistent in total with what is shown on the face of the Condensed Consolidated Statements of Income.

The CODM does not review assets in evaluating the results of the Company's segments, and therefore, such information is not presented.

Three Months Ended September 27, 2025:
	Distribution		Service		Total
Revenue	$	29,436	$	52,836	$	82,272
Cost of Revenue		19,667		35,843		55,510
Gross Profit		9,769		16,993		26,762
Operating Expenses		7,184		16,073		23,257
Operating Income		2,585		920		3,505
Capital Expenditures		1,240		3,192		4,432
Depreciation and Amortization		1,925		4,562		6,487
Three Months Ended September 28, 2024:
---	---	---	---	---	---	---
	Distribution		Service		Total
Revenue	$	23,743	$	44,083	$	67,826
Cost of Revenue		17,128		29,492		46,620
Gross Profit		6,615		14,591		21,206
Operating Expenses		6,584		10,887		17,471
Operating Income		31		3,704		3,735
Capital Expenditures		2,540		1,419		3,959
Depreciation and Amortization		1,944		2,455		4,399
Six Months Ended September 27, 2025:
---	---	---	---	---	---	---
	Distribution		Service		Total
Revenue	$	56,716	$	101,980	$	158,696
Cost of Revenue		37,335		68,778		106,113
Gross Profit		19,381		33,202		52,583
Operating Expenses		14,025		29,715		43,740
Operating Income		5,356		3,487		8,843
Capital Expenditures		3,353		5,677		9,030
Depreciation and Amortization		3,767		8,325		12,092

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Six Months Ended September 28, 2024:
	Distribution		Service		Total
Revenue	$	46,672	$	87,861	$	134,533
Cost of Revenue		32,285		58,387		90,672
Gross Profit		14,387		29,474		43,861
Operating Expenses		13,347		21,680		35,027
Operating Income		1,040		7,794		8,834
Capital Expenditures		4,761		2,872		7,633
Depreciation and Amortization		3,655		4,857		8,512

The following tables present geographic data for the second quarter and first six months of fiscal year 2026 and fiscal year 2025 (dollars in thousands):

	Second Quarter Ended				Six Months Ended
	September 27,		September 28,		September 27,		September 28,
	2025		2024		2025		2024
Geographic Data:
Revenues^(1)^:
United States^(2)^	$	76,623	$	62,492	$	147,569	$	123,232
Canada		4,229		3,794		8,658		8,266
Other International		1,420		1,540		2,469		3,035
Total	$	82,272	$	67,826	$	158,696	$	134,533
	Second Quarter Ended
---	---	---	---	---
	September 27,		September 28,
	2025		2024
Property and Equipment:
United States ^(2)^	$	52,033	$	41,699
Canada		4,995		5,618
Other International		1,099		176
Total	$	58,127	$	47,493
^(1)^	Revenues are attributed to the countries based on the destination of a product shipment or the location where service is rendered.
---	---
^(2)^	United States includes Puerto Rico.
---	---

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NOTE 5 – BUSINESS ACQUISITIONS

Essco: Effective August 5, 2025, the Company acquired 100% of the membership units of Essco Calibration Laboratory, LLC (“Essco”), a privately-held calibration services corporation located in the Boston Metro area that is ISO 17025 certified. This transaction aligned with a key component of the Company’s acquisition strategy of targeting businesses that expand the Company’s geographic reach and the depth and breadth of the Company’s service capabilities.

The Essco goodwill is primarily attributable to the workforce acquired, as well as operational synergies and other intangibles that do not qualify for separate recognition. The goodwill and intangible assets related to the Essco acquisition have been allocated to the Service segment. Intangible assets related to the Essco acquisition are being amortized for financial reporting purposes on an accelerated basis over the estimated useful lives of up to 15 years and are deductible for tax purposes. Amortization of goodwill related to the Essco acquisition is deductible for income tax purposes.

The Essco Customer Base & Contracts intangible asset was calculated using the MPEEM (Multi-Period Excess Earnings Method) under the Income approach and adjusting for the cash flow benefit of tax amortization of purchased intangibles. The fair value was determined to be $34.0 million and was assigned a useful life of 15 years. The Essco Trademarks and Tradenames intangible asset was calculated using the Relief-From-Royalty Method, which is a variant of the income approach and the market approach, and adjusting for the cash flow benefit of tax amortization of purchased intangibles. The fair value was determined to be $2.7 million and was assigned a useful life of seven years. The weighted average useful life of acquired intangible assets acquired is 15 years.

The total purchase price for Essco was approximately $85.6 million consisting of $82.8 million in cash paid at closing and $2.8 million in accrued liabilities related to certain post-closing adjustments, payments and indemnification claims, if any. As of September 27, 2025, $2.8 million remains unpaid and is reflected in current liabilities in the Condensed Consolidated Balance Sheets. The purchase was primarily financed by a draw on the Credit Agreement. See Note 2 - Long-Term Debt for more details.

The Company has preliminarily estimate fair values for the assets purchased and liabilities assumed as of the date of the acquisition. The amounts reported are considered preliminary as the Company is completing the valuations required to allocate the purchase price. The following is a summary of the preliminary purchase price allocation, in the aggregate, to the fair value, of Essco's assets and liabilities acquired on *August 5, 2025 (*in thousands):

Goodwill		$	41,364
Intangible Assets – Customer Base & Contracts			34,000
Intangible Assets – Trademarks and Tradenames			2,700
			78,064
Plus:	Cash and Cash equivalents		272
	Accounts Receivable, Net		2,928
	Property and Equipment, net		4,679
	Right To Use Assets		4,049
	Prepaid Expenses and Other Current Assets		189
	Other Assets		16
Less:	Current Liabilities		(735	)
	Lease Liabilities		(3,865	)
Total Purchase Price		$	85,597

Since the acquisition, Essco has contributed revenue of $3.5 million and operating income of less than $0.1 million, which includes the negative impact of amortization of the acquired intangible assets.

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Martin: Effective December 10, 2024, the Company acquired Martin Calibration, Inc, a privately-held Minnesota calibration services company ("Martin"). Martin is ISO 17025 certified. This transaction aligned with a key component of the Company’s acquisition strategy of targeting businesses that expand the depth and breadth of the Company’s service capabilities.

The Martin goodwill is primarily attributable to the workforce acquired, as well as operational synergies and other intangibles that do not qualify for separate recognition. The goodwill and intangible assets relating to the Martin acquisition have been allocated to the Service segment. Intangible assets related to the Martin acquisition are being amortized for financial reporting purposes on an accelerated basis over the estimated useful life of up to 14 years and are deductible for tax purposes. Amortization of goodwill related to the Martin acquisition is deductible for income tax purposes.

The Martin customer base intangible was calculated using the MPEEM (Multi-Period Excess Earnings Method) approach and adjusting for the cash flow benefit of tax amortization of purchased intangibles. The fair value was determined to be $32.0 million and was assigned a useful life of 14 years. The Martin Tradenames and Trademarks was calculated using the relief from royalty approach, which is a variant of the income approach and adjusting for the cash flow benefit of tax amortization of purchased intangibles. The fair value was determined to be $3.2 million and was assigned a useful life of eleven years. The weighted average useful life of acquired intangible assets acquired is 14 years.

The total purchase price for Martin was approximately $81.8 million consisting of $71.9 million in cash and the issuance of common stock valued at $9.9 million, including $2.0 million placed in escrow for certain post-closing adjustments and indemnification claims, if any.

As of September 27, 2025, $0.8 million remains unpaid and is reflected in current liabilities in the Condensed Consolidated Balance Sheets.

The following is a summary of the purchase price allocation, in the aggregate, to the fair value, of Martin's assets and liabilities acquired on *December 10, 2024 (*in thousands):

Goodwill		$	38,871
Intangible Assets – Customer Base & Contracts			32,000
Intangible Assets – Trademarks and Tradenames			3,200
			74,071
Plus:	Cash and Cash equivalents		296
	Accounts Receivable, Net		4,652
	Property and Equipment, net		3,412
	Right To Use Assets		5,811
	Prepaid Expenses and Other Current Assets		475
Less:	Current Liabilities		(1,098	)
	Lease Liabilities		(5,813	)
Total Purchase Price		$	81,806

During the first six months of fiscal year 2026, Martin has contributed revenue of $15.2 million and operating income of $0.5 million, which includes the negative impact of amortization of the acquired intangible assets.

Becnel: Effective April 15, 2024, the Company acquired Becnel Rental Tools, LLC, a privately-held Louisiana limited liability company (“Becnel”), pursuant to an Agreement and Plan of Merger (the “Becnel agreement”), by and among the Company, Becnel and the other parties thereto. Becnel is an ISO 9001:2015 certified provider of rental tools and services primarily utilized in the decommissioning and maintenance of oil wells. This transaction aligned with a key component of the Company’s acquisition strategy of targeting businesses that expand the depth and breadth of the Company’s service and rental capabilities.

The Becnel goodwill is primarily attributable to the workforce acquired, as well as operational synergies and other intangibles that do not qualify for separate recognition. The goodwill and intangible assets relating to the Becnel acquisition have been allocated to both the Service and Distribution segment. Intangible assets related to the Becnel acquisition are being amortized for financial reporting purposes on an accelerated basis over the estimated useful life of up to eleven years and are deductible for tax purposes. Amortization of goodwill related to the Becnel acquisition is deductible for income tax purposes.

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The Becnel customer base intangible was calculated using the MPEEM approach and adjusting for the cash flow benefit of tax amortization of purchased intangibles. The fair value was determined to be $7.2 million and was assigned a useful life of 10 years. The Becnel tradenames and Trademarks was calculated using the relief from royalty approach, which is a variant of the income approach and adjusting for the cash flow benefit of tax amortization of purchased intangibles. The fair value was determined to be $0.8 million and was assigned a useful life of eleven years. The weighted average useful life of acquired intangible assets acquired is 10 years.

The total purchase price for Becnel was approximately $49.8 million consisting of up to $17.5 million in cash and the issuance of common stock valued at $32.3 million. Pursuant to the Becnel agreement, the Company held back approximately $2.5 million of the purchase price for certain potential post-closing adjustments. This includes $0.5 million withheld for ordinary post-closing adjustments and $2.0 million withheld that is subject to revenue target achievement.

Pursuant to the Becnel agreement, the purchase price is subject to reduction by $2.0 million if certain revenue targets are not met through *April 15, 2026.*As of April 15, 2024, the estimated fair value of this contingent consideration, classified as Level 3 in the fair value hierarchy, was approximately $1.5 million. This amount was calculated using a Geometric Brownian motion distribution that was then used in a Monte Carlo simulation model. Assumptions used in the Monte Carlo simulation model included: 1) discount rate of 11.00%, 2) risk-free interest rate of 5.00%, 3) asset volatility of 30.00%, and 4) forecasted revenue. 50% of this contingent consideration is payable in cash and 50% of this contingent consideration is payable in 9,283 shares of Transcat common stock. The cash portion of the contingent consideration is classified as a liability and is recorded in other liabilities in the Condensed Consolidated Balance Sheets. The stock portion of the contingent consideration is classified as equity and is recorded in shareholders equity in the Condensed Consolidated Balance Sheets. The contingent consideration payout will either be $0 or $2.0 million depending on the revenue target achievement.

This cash portion of the contingent consideration is remeasured quarterly. If, as a result of remeasurement, the value of the cash portion of the contingent consideration changes, any charges or income will be included in the Company’s Condensed Consolidated Statements of Income. After reviewing the fiscal year 2026 forecast, the Company revalued the contingent consideration payout during the fourth quarter of fiscal year 2025. As of September 27, 2025 and March 29, 2025, the estimated fair value of the contingent consideration, classified as Level 3 in the fair value hierarchy, remains zero. This amount was calculated using a Geometric Brownian motion distribution that was then used in a Monte Carlo simulation model. Assumptions used in the Monte Carlo simulation model included: 1) discount rate of 14.50%, 2) risk-free interest rate of 4.01%, 3) asset volatility of 30.00%, and 4) forecasted revenue.

Due to the uncertainty with utilizing these significant unobservable inputs for this Level 3 fair value measurement, materially higher or lower fair value measurements may be recognized at subsequent remeasurement periods.

The following is a summary of the purchase price allocation, in the aggregate, to the fair value, of Becnel's assets and liabilities acquired on April 15, 2024 (in thousands):

Goodwill		$	32,811
Intangible Assets – Customer Base & Contracts			7,200
Intangible Assets – Trademarks and Tradenames			840
			40,851
Plus:	Cash and Cash equivalents		214
	Accounts Receivable, Net		3,041
	Property and Equipment, net		5,848
	Prepaid Expenses and Other Current Assets		79
Less:	Current Liabilities		(210	)
Total Purchase Price		$	49,823

During the first six months of fiscal year 2026, Becnel has contributed revenue of $7.6 million and operating income of $1.6 million, which includes the negative impact of amortization of the acquired intangible assets.

The results of acquired businesses are included in Transcat’s consolidated operating results as of the dates the businesses were acquired. The following unaudited pro forma information presents the Company’s results of operations as if the acquisition of Essco had occurred at the beginning of fiscal year 2025. The pro forma results do not purport to represent what the Company’s results of operations actually would have been if the transactions had occurred at the beginning of the period presented or what the Company’s operating results will be in future periods.

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	(Unaudited)				(Unaudited)
	Second Quarter Ended				Six Months Ended
(in thousands except per share information)	September 27, 2025		September 28, 2024		September 27, 2025		September 28, 2024
Total Revenue	$	82,438	$	73,263	$	166,770	$	145,681
Net Income	$	1,435	$	3,075	$	5,062	$	7,675
Basic Earnings Per Share	$	0.15	$	0.34	$	0.54	$	0.84
Diluted Earnings Per Share	$	0.15	$	0.33	$	0.54	$	0.83

Certain of the Company’s acquisition agreements include provisions for contingent consideration and other holdback amounts. The Company accrues for contingent consideration and holdback provisions based on their estimated fair value at the date of acquisition and at subsequent remeasurement periods, as applicable. As of September 27, 2025, no contingent consideration and $5.3 million of other holdback amounts were unpaid and are reflected in current liabilities on the Condensed Consolidated Balance Sheets. During the first six months of fiscal year 2026, $1.9 million of holdback obligations were paid related to Martin and Becnel. During the first six months of fiscal year 2025, $0.5 million was paid to settle the earn-out obligation due to Cal OpEx Limited (d/b/a NEXA Enterprise Asset Management)(“NEXA”) for calendar 2023. This amount was paid in 4,320 shares of Transcat common stock.

During the first six months of fiscal years 2026 and 2025, acquisition costs were $0.5 million in each period and were recorded as incurred as general and administrative expenses in the Condensed Consolidated Statements of Income.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements. This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to expectations, estimates, beliefs, assumptions and predictions of future events and are identified by words such as “anticipate,” “believes,” "continue," “estimates,” “expects,” "focus," “potential,” “outlook,” “seek,” “strategy,” “target,” “could,” "can," “may,” “will,” “would,” and other similar words. Forward-looking statements are not statements of historical fact and thus are subject to risks, uncertainties and other factors that could cause actual results to differ materially from historical results or those expressed in such forward-looking statements. You should evaluate forward-looking statements in light of important risk factors and uncertainties that may affect our operating and financial results and our ability to achieve our financial objectives. These factors include, but are not limited to, general economic conditions applicable to our business, inflationary impacts and changes in interest rates, the highly competitive nature of the industries in which we compete and in the nature of our two business segments, the concentration of Service segment customers in the life science and other FDA-regulated businesses as well as the industrial manufacturing, aerospace, defense, energy and utilities industries, the significant competition we face in our Distribution segment, any impairment of our goodwill or intangible assets, tariffs and changing trade relations, regional and international conflicts and political conditions, negative publicity and other reputational harm, our ability to successfully complete and integrate business acquisitions, potential unexpected liabilities associated with companies we acquire, cybersecurity risks, the risk of significant disruptions in our information technology systems, our ability to recruit, train and retain quality employees, skilled technicians and senior management, fluctuations in our operating results, our ability to achieve or maintain adequate utilization and pricing rates for our technical service providers, the prices we are able to charge for our services in our Service segment, our ability to adapt our technology, reliance on our enterprise resource planning system, technology updates, supply chain delays, disruptions or product shortages, the risks related to current and future indebtedness, foreign currency rate fluctuations, risks related to protecting our intellectual property, geopolitical events, adverse weather events or other catastrophes, natural disasters or widespread public health crises, the volatility of our stock price, the relatively low trading volume of our common stock, changes in tax rates, changes in accounting standards, legal requirements and listing standards, and legal and regulatory risks related to our international operations. These risk factors and uncertainties are more fully described by us under the heading “Risk Factors” in our reports filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended March 29, 2025. You should not place undue reliance on our forward-looking statements, which speak only as of the date they are made. Except as required by law, we undertake no obligation to update, correct or publicly announce any revisions to any of the forward-looking statements contained in this report, whether as a result of new information, future events or otherwise.

CRITICAL ACCOUNTING ESTIMATES

There have been no material changes to our critical accounting policies and estimates from the information provided in our Annual Report on Form 10-K for the fiscal year ended March 29, 2025.

RESULTS OF OPERATIONS

Executive Summary

During our second quarter of fiscal year 2026, we had consolidated revenue of $82.3 million. This represented an increase of $14.4 million or 21.3% versus the second quarter of fiscal year 2025. This increase was primarily due to acquisitions and a $5.7 million increase in distribution revenue. Acquired revenue, which represents revenue from acquisitions completed after the end of the prior period, was $9.8 million. Organic revenue, increased by 6.8% versus the second quarter of fiscal year 2025. See Note 5 – “Business Acquisitions” to our unaudited consolidated financial statements in this report for more information about the impact of our acquisitions.

Our second quarter of fiscal year 2026 gross profit was $26.8 million. This was an increase of $5.6 million or 26.2% versus the second quarter of fiscal year 2025. Consolidated gross margin was 32.5%, an increase of 1.2% versus the second quarter of fiscal year 2025. This increase in gross profit percentage was primarily due to higher margins from the Distribution segment when compared to the prior year period.

Total operating expenses were $23.3 million in the second quarter of fiscal year 2026, an increase of $5.8 million or 33.1% when compared to the prior fiscal year second quarter. Included in operating expenses during the second quarter of fiscal year 2026 were incremental operating expenses from the acquisitions of Martin and Essco, including customer base amortization and acquisition-related costs, increased stock-based compensation and higher incentive-based employee costs due to higher sales. As a percentage of total revenue, operating expenses were 28.3% in the second quarter of fiscal year 2026, up 2.5% from 25.8% in the second quarter of fiscal year 2025. Operating income was $3.5 million, a decrease of $0.2 million, or 6.2% and operating margin decreased from 5.5% to 4.3% in the second quarter of fiscal year 2026.

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Net income was $1.3 million in the second quarter of fiscal year 2026 versus $3.3 million in the second quarter of fiscal year 2025. The decrease was primarily due to an increase in administrative costs, interest expense and income tax expense.

The following table presents, for the second quarter of fiscal year 2026 and fiscal year 2025, the components of our Condensed Consolidated Statements of Income:

	(Unaudited)						(Unaudited)
	Second Quarter Ended						Six Months Ended
	September 27,			September 28,			September 27,			September 28,
	2025			2024			2025			2024
As a Percentage of Total Revenue:
Service Revenue		64.2	%		65.0	%		64.3	%		65.3	%
Distribution Revenue		35.8	%		35.0	%		35.7	%		34.7	%
Total Revenue		100.0	%		100.0	%		100.0	%		100.0	%
Gross Profit Percentage:
Service Gross Profit		32.2	%		33.1	%		32.6	%		33.5	%
Distribution Gross Profit		33.2	%		27.9	%		34.2	%		30.8	%
Total Gross Profit		32.5	%		31.3	%		33.1	%		32.6	%
Selling, Marketing and Warehouse Expenses		12.9	%		12.1	%		12.7	%		11.9	%
General and Administrative Expenses		15.4	%		13.7	%		14.9	%		14.2	%
Total Operating Expenses		28.3	%		25.8	%		27.6	%		26.0	%
Operating Income		4.3	%		5.5	%		5.6	%		6.6	%
Interest and Other Expense,/(Income) net		1.8	%		0.0	%		1.4	%		(0.1	)%
Income Before Provision for Income Taxes		2.5	%		5.5	%		4.2	%		6.6	%
Provision for Income Taxes		0.9	%		0.6	%		1.3	%		0.9	%
Net Income		1.5	%		4.8	%		2.9	%		5.7	%

Second QUARTER ENDED September 27, 2025 COMPARED TO Second QUARTER ENDED September 28, 2024 (dollars in thousands): ****

Revenue:

	Second Quarter Ended
	September 27,		September 28,				****
	2025		2024		%
Revenue:
Service	$	52,836	$	44,083		19.9	%
Distribution		29,436		23,743		24.0	%
Total	$	82,272	$	67,826		21.3	%

All values are in US Dollars.

Total revenue was $82.3 million, an increase of $14.4 million, or 21.3%, in our fiscal year 2026 second quarter compared to the prior fiscal year second quarter.

Service revenue, which accounted for 64.2% and 65.0% of our total revenue in the second quarter of fiscal years 2026 and 2025, respectively, increased $8.8 million or 19.9% from the second quarter of fiscal year 2025 to the second quarter of fiscal year 2026 despite economic volatility. This year-over-year increase included $9.8 million in service revenue from the acquisitions of Martin and Essco. Organic revenue, decreased by 1.7% primarily due to lower revenue from the Transcat Solutions business.

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Our fiscal years 2026 and 2025 Service revenue growth, in relation to prior fiscal year quarter comparisons, was as follows:

	FY 2026						FY 2025
	Q2			Q1			Q4			Q3			Q2			Q1
Service Revenue Growth		19.9	%		12.3	%		11.3	%		0.1	%		6.4	%		9.8	%

Within any fiscal year, while we add new customers, we also have customers from the prior fiscal year whose service orders may not repeat for any number of factors. Among those factors are variations in the timing of periodic calibrations and other services, customer capital expenditures and customer outsourcing decisions. Because the timing of Service segment orders can vary on a quarter-to-quarter basis, we believe trailing twelve-month information provides a better indication of the progress of this segment.

The following table presents the trailing twelve-month Service segment revenue for the first and second quarters of fiscal year 2026 and each quarter in fiscal year 2025 as well as the trailing twelve-month revenue growth as a comparison to that of the prior fiscal year period:

	FY 2026						FY 2025
	Q2			Q1			Q4			Q3			Q2			Q1
Trailing Twelve-Month:
Service Revenue	$	195,548		$	186,794		$	181,428		$	176,054		$	176,006		$	173,450
Service Revenue Growth		11.0	%		7.7	%		7.0	%		8.3	%		12.1	%		15.0	%

Our strategy has been to focus our investments in the core electrical, temperature, pressure, physical/dimensional and radio frequency/microwave calibration disciplines. We expect to subcontract approximately 13% to 15% of our Service revenue to third-party vendors for calibration beyond our chosen scope of capabilities. We continually evaluate our outsourcing needs and make capital investments, as deemed necessary, to add more in-house capabilities and reduce the need for third-party vendors. Capability expansion through business acquisitions is another way that we seek to reduce the need for outsourcing. The following table presents the source of our Service revenue, and the percentage of Service revenue derived from each source for the first and second quarters of fiscal year 2026 and for each quarter during fiscal year 2025:

	FY 2026						FY 2025
	Q2			Q1			Q4			Q3			Q2			Q1
Percent of Service Revenue:
In-House		85.8	%		85.6	%		85.6	%		85.1	%		86.6	%		86.9	%
Outsourced		12.9	%		13.2	%		13.2	%		13.7	%		12.3	%		12.0	%
Freight Billed to Customers		1.3	%		1.2	%		1.2	%		1.2	%		1.1	%		1.1	%
		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%

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Our Distribution revenue accounted for 35.8% of our total revenue in the second quarter of fiscal year 2026 and 35.0% of our total revenue in the second quarter of fiscal year 2025. During the second quarter of fiscal year 2026, Distribution segment revenue was $29.4 million which was an increase of $5.7 million or 24.0%. This increase was due to incremental traditional rental revenue, higher revenue from our non-rental products and $0.8 million of incremental revenue primarily related to the acquisition of Martin.

The following table presents the quarterly historical trend of Distribution revenue in fiscal years 2026 and 2025 compared to the prior year fiscal quarter:

	FY 2026						FY 2025
	Q2			Q1			Q4			Q3			Q2			Q1
Distribution Revenue Growth		24.0	%		19.0	%		3.9	%		6.5	%		11.1	%		10.5	%

The Distribution segment revenue increase for the second quarter of fiscal year 2026 versus the second quarter of fiscal year 2025 was due to revenue primarily increases in traditional rental products, higher revenue from non-rental products, and incremental revenue related to the acquisition of Martin.

Distribution revenue includes orders for instruments that we routinely stock in our inventory, customized products, and other products ordered less frequently, which we do not stock. Product backorders are the total dollar value of orders received for which revenue has not yet been recognized. Pending product shipments are primarily backorders, but also include products that are requested to be calibrated in our service centers prior to shipment, orders required by the customer to be shipped complete or at a future date, and other orders awaiting final credit or management review prior to shipment. Management uses pending product shipments and backorders as measures of our future business performance and financial performance within the distribution segment.

The following table presents our total pending product shipments and the percentage of total pending product shipments that were backorders at the end of the first and second quarter of fiscal year 2026 and each quarter of fiscal year 2025:

	FY 2026						FY 2025
	Q2			Q1			Q4			Q3			Q2			Q1
Total Pending Product Shipments	$	7,510		$	4,182		$	3,317		$	3,992		$	4,102		$	4,713
% of Pending Product
Shipments that were Backorders		89.7	%		85.8	%		81.9	%		84.0	%		84.7	%		78.4	%

Our total pending product shipments at the end of the second quarter of fiscal year 2026 were $7.5 million, an increase of $3.4 million versus the end of the second quarter of fiscal year 2025 and an increase of $3.3 million since June 28, 2025. The increase in pending product shipments and backorders since June 28, 2025 was due in part to a one-time significant order.

Gross Profit:

	Second Quarter Ended
	September 27,		September 28,				****
	2025		2024		%
Gross Profit:
Service	$	16,993	$	14,591		16.5	%
Distribution		9,769		6,615		47.7	%
Total	$	26,762	$	21,206		26.2	%

All values are in US Dollars.

Total gross profit for the second quarter of fiscal year 2026 was $26.8 million, an increase of $5.6 million or 26.2% versus the second quarter of fiscal year 2025. Total gross margin was 32.5% in the second quarter of fiscal year 2026, up from 31.3% in the second quarter of fiscal year 2025, a 1.2% increase.

Service gross profit in the second quarter of fiscal year 2026 increased $2.4 million, or 16.5%, from the second quarter of fiscal year 2025. Service gross margin was 32.2% in the second quarter of fiscal year 2026, a decrease of 0.9% compared to 33.1% in the second quarter of fiscal year 2025. This decrease in Service gross margin was the result of organic revenue decreases and lower margins from the Transcat Solutions business.

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The following table presents the quarterly historical trend of our Service gross margin as a percent of Service revenue:

	FY 2026						FY 2025
	Q2			Q1			Q4			Q3			Q2			Q1
Service Gross Margin		32.2	%		33.0	%		36.2	%		29.7	%		33.1	%		34.0	%

Our Distribution gross margin includes net sales less the direct cost of inventory sold and the direct costs of equipment rental revenues, primarily depreciation expense for the fixed assets in our rental equipment pool, as well as the impact of rebates and cooperative advertising income we receive from vendors, freight billed to customers, freight expenses and direct shipping costs. In general, our Distribution gross margin can vary based upon the mix of products sold, price discounting, and the timing of periodic vendor rebates offered and cooperative advertising programs from suppliers.

The following table reflects the quarterly historical trend of our Distribution gross margin as a percent of Distribution revenue:

	FY 2026						FY 2025
	Q2			Q1			Q4			Q3			Q2			Q1
Distribution Gross Margin		33.2	%		35.2	%		28.2	%		29.1	%		27.9	%		33.9	%

Distribution segment gross margin was 33.2% in the second quarter of fiscal year 2026 versus 27.9% in the second quarter of fiscal year 2025, an increase of 5.3%. The increase in Distribution gross margin was due to increased rental revenue and the mix of non-rental products sold.

Operating Expenses:

	Second Quarter Ended
	September 27,		September 28,				****
	2025		2024		%
Operating Expenses:
Selling, Marketing and Warehouse	$	10,627	$	8,181		29.9	%
General and Administrative		12,630		9,290		36.0	%
Total	$	23,257	$	17,471		33.1	%

All values are in US Dollars.

Total operating expenses were $23.3 million in the second quarter of fiscal year 2026 versus $17.5 million during the second quarter of fiscal year 2025. The year-over-year increase in selling, marketing and warehouse expenses is primarily due to increased expenses related to recent acquisitions, including acquisition related amortization expense. The increase in general and administrative expenses is primarily due to an increase in stock-based compensation and increased payroll costs for new employees.

As a percentage of total revenue, operating expenses were 28.3% in the second quarter of fiscal year 2026 and 25.8% in the second quarter of fiscal year 2025, an increase of 2.5%.

Income Taxes:

	Second Quarter Ended
	September 27,		September 28,				****
	2025		2024		%
Provision for Income Taxes	$	760	$	427		78.0	%

All values are in US Dollars.

Our effective tax rate for the second quarter of fiscal years 2026 and 2025 was 37.5% and 11.5%, respectively. The increase in effective tax rate is due to the timing of our discrete items in relation to the timing of our pre-tax net income. Our provision for income taxes is affected by discrete items that may occur in any given period but are not consistent from year to year. The discrete benefits related to share-based compensation activity in the second quarter of fiscal years 2026 and 2025 was an expense of less than $0.1 million and a benefit of $0.6 million, respectively. We continue to evaluate our tax provision on a quarterly basis and adjust, as deemed necessary, our effective tax rate given changes in facts and circumstances expected in the future.

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Net Income:

	Second Quarter Ended
	September 27,		September 28,		****			****
	2025		2024			%
Net Income	$	1,269	$	3,286	)		(61.4	)%

All values are in US Dollars.

Net income for the second quarter of fiscal year 2026 decreased $2.0 million or 61.4% versus the second quarter of fiscal year 2025. As a percentage of revenue, net income was 1.5% in the second quarter of fiscal year 2026, down from 4.8% in the second quarter of fiscal year 2025. The year-over-year decrease in net income was primarily due to lower operating income, higher interest expense, net and an increase in income tax expense.

Adjusted EBITDA:

Total Adjusted EBITDA, a non-GAAP measure, for the second quarter of fiscal year 2026 was $12.1 million, an increase of $3.3 million or 36.7% versus the second quarter of fiscal year 2025. See “Non-GAAP Financial Measures” below for a description of the non-GAAP measures we use and a reconciliation to the most directly comparable GAAP measures. As a percentage of revenue, Adjusted EBITDA increased to 14.7% for the second quarter of fiscal year 2026 from 13.1% for the second quarter of fiscal year 2025. The increase in Adjusted EBITDA during the second quarter of fiscal year 2026 was primarily driven by depreciation and amortization expense, interest expense and non-cash stock compensation.

Six MONTHS ENDED September 27, 2025 COMPARED TO Six MONTHS ENDED September 28, 2024 (dollars in thousands): ****

Revenue:

	Six Months Ended
(dollars in thousands)	September 27,		September 28,				****
	2025		2024		%
Revenue:
Service	$	101,980	$	87,861		16.1	%
Distribution		56,716		46,672		21.5	%
Total	$	158,696	$	134,533		18.0	%

All values are in US Dollars.

Total revenue was $158.7 million, an increase of $24.2 million, or 18.0%, in the first six months of fiscal year 2026 compared to the first six months of the prior fiscal year.

Service revenue, which accounted for 64.3% and 65.3% of our total revenue in the first six months of fiscal years 2026 and 2025, respectively, increased $14.1 million or 16.1% from the first six months of fiscal year 2025 to the first six months of fiscal year 2026. This year-over-year increase included $16.1 million in service revenue from the acquisitions of Martin and Essco. Organic revenue, decreased by 1.7% primarily due to lower revenue from the Transcat Solutions business.

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Gross Profit:

	Six Months Ended
(dollars in thousands)	September 27,		September 28,				****
	2025		2024		%
Gross Profit:
Service	$	33,202	$	29,474		12.6	%
Distribution		19,381		14,387		34.7	%
Total	$	52,583	$	43,861		19.9	%

All values are in US Dollars.

Total gross profit for the first six months of fiscal year 2026 was $52.6 million, an increase of $8.7 million or 19.9% versus the first six months of fiscal year 2025. Total gross margin was 33.1% in the first six months of fiscal year 2026, slightly up from 32.6% in the first six months of fiscal year 2025, a 0.5% increase.

Service gross profit in the first six months of fiscal year 2026 increased $3.7 million, or 12.6%, from the first six months of fiscal year 2025. Service gross margin was 32.6% in the first six months of fiscal year 2026, a 0.9% decrease versus the 33.5% in the first six months of fiscal year 2025. This decrease in Service gross margin was the result of organic revenue decreases and lower margins from the Transcat Solutions business.

Distribution gross profit in the first six months of fiscal year 2026 increased $5.0 million, or 34.7%, from the first six months of fiscal year 2025. Distribution gross margin was 34.2% in the first six months of fiscal year 2026, a 3.4% increase versus the 30.8% in the first six months of fiscal year 2025. Distribution gross margin for the first six months of fiscal year 2025 was due to lower revenue and margin contribution from Becnel, which was impacted by hurricanes in the Gulf of Mexico during that period.

Operating Expenses:

	Six Months Ended
(dollars in thousands)	September 27,		September 28,				****
	2025		2024		%
Operating Expenses:
Selling, Marketing and Warehouse	$	20,142	$	15,982		26.0	%
General and Administrative		23,598		19,045		23.9	%
Total	$	43,740	$	35,027		24.9	%

All values are in US Dollars.

Total operating expenses were $43.7 million in the first six months of fiscal year 2026 versus $35.0 million during the first six months of fiscal year 2025. The year-over-year increase in selling, marketing and warehouse expenses is due to increased expenses related to recent acquisitions, primarily attributable to acquisition related amortization expense. The increase in general and administrative expenses is due to incremental expenses related to acquired companies, an increase in stock-based compensation and increased payroll costs for new employees.

As a percentage of total revenue, operating expenses were 27.6% in the first six months of fiscal year 2026 and 26.0% in the first six months of fiscal year 2025, an increase of 1.6%.

Income Taxes:

	Six Months Ended
(dollars in thousands)	September 27,		September 28,				****
	2025		2024		%
Provision for Income Taxes	$	2,064	$	1,247		65.5	%

All values are in US Dollars.

Our effective tax rate for the first six months of fiscal years 2026 and 2025 was 31.3% and 13.9%, respectively. The increase in effective tax rate is due to the timing of our discrete items in relation to the timing of our pre-tax net income. Our provision for income taxes is affected by discrete items that may occur in any given period but are not consistent from year to year. The discrete benefits related to share-based compensation activity in the first six months of fiscal years 2026 and 2025 was an expense of $0.2 million and a benefit of $1.1 million, respectively. We continue to evaluate our tax provision on a quarterly basis and adjust, as deemed necessary, our effective tax rate given changes in facts and circumstances expected in the future.

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Net Income:

	Six Months Ended
	September 27,		September 28,		****			****
	2025		2024			%
Net Income	$	4,530	$	7,694	)		(41.1	)%

All values are in US Dollars.

Net income for the first six months of fiscal year 2026 decreased $3.2 million or 41.1% versus the first six months of fiscal year 2025. As a percentage of revenue, net income was 2.9% in the first six months of fiscal year 2026, down from 5.7% in the first six months of fiscal year 2025. The year-over-year decrease in net income was primarily due to higher interest expense, net and a higher provision for income taxes.

Adjusted EBITDA:

Total Adjusted EBITDA, a non-GAAP measure, for the first six months of fiscal year 2026 was $23.9 million, an increase of $4.8 million or 25.2% versus the first six months of fiscal year 2025. See “Non-GAAP Financial Measures” below for a description of the non-GAAP measures we use and a reconciliation to the most directly comparable GAAP measures. As a percentage of revenue, Adjusted EBITDA increased to 15.0% for the first six months of fiscal year 2026 from 14.2% for the first six months of fiscal year 2025. The increase in Adjusted EBITDA during the first six months of fiscal year 2026 was primarily driven by increases in operating income, depreciation and amortization expense and non-cash stock compensation.

Non-GAAP Financial Measures

Adjusted EBITDA

In addition to reporting net income, a GAAP measure, we present Adjusted EBITDA (earnings before interest, income taxes, depreciation and amortization, non-cash stock compensation expense, acquisition related transaction expenses, contingent consideration, and certain other expenses), which is a non-GAAP measure. Our management believes Adjusted EBITDA is an important measure of our operating performance because it allows management, investors and others to evaluate and compare the performance of our core operations from period to period by removing the impact of the capital structure (interest), tangible and intangible asset base (depreciation and amortization), taxes, stock-based compensation expense and other items, which is not always commensurate with the reporting period in which it is included. As such, our management uses Adjusted EBITDA as a measure of performance when evaluating our business segments and as a basis for planning and forecasting. Adjusted EBITDA is also commonly used by rating agencies, lenders and other parties to evaluate our credit worthiness.

Adjusted EBITDA is not a measure of financial performance under GAAP and is not calculated through the application of GAAP. As such, it should not be considered as a substitute or alternative for the GAAP measure of net income and, therefore, should not be used in isolation of, but in conjunction with, the GAAP measure. Adjusted EBITDA, as presented, may produce results that vary from the GAAP measure and may not be comparable to a similarly defined non-GAAP measure used by other companies.

	Second Quarter Ended					Six Months Ended
(dollars in thousands)	September 27,		September 28,			September 27,		September 28,
	2025		2024			2025		2024
Net Income	$	1,269	$	3,286		$	4,530	$	7,694
+ Interest Expense (Income), Net		1,264		(210	)		1,704		(470	)
+ Tax Provision		760		427			2,064		1,247
+ Depreciation & Amortization		6,487		4,399			12,092		8,512
+ Transaction Expense		496		33			524		467
+ Non-cash Stock Compensation		1,839		926			2,969		1,623
Adjusted EBITDA	$	12,115	$	8,861		$	23,883	$	19,073

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Adjusted Diluted Earnings Per Share

In addition to reporting Diluted Earnings Per Share, a GAAP measure, we present Adjusted Diluted Earnings Per Share (net income plus acquisition related amortization expense, acquisition related transaction expenses, acquisition related stock-based compensation and acquisition amortization of backlog; divided by the average diluted shares outstanding during the period), which is a non-GAAP measure. Our management believes Adjusted Diluted Earnings Per Share is an important measure of our operating performance because it provides a basis for comparison of our business operations between current, past and future periods by excluding items that we do not believe are indicative of our core operating performance.

Adjusted Diluted Earnings Per Share is not a measure of financial performance under GAAP and is not calculated through the application of GAAP. As such, it should not be considered as a substitute or alternative for the GAAP measure of Diluted Earnings Per Share and, therefore, should not be used in isolation of, but in conjunction with, the GAAP measure. Adjusted Diluted Earnings Per Share, as presented, may produce results that vary from the GAAP measure and may not be comparable to a similarly defined non-GAAP measure used by other companies.

	Second Quarter Ended						Six Months Ended
	September 27,			September 28,			September 27,			September 28,
	2025			2024			2025			2024
Net Income	$	1,269		$	3,286		$	4,530		$	7,694
+ Amortization of Intangible Assets		3,461			1,888			6,305			3,637
+ Acquisition Amortization of Backlog		-			4			-			28
+ Acquisition Deal Costs		496			33			524			467
+ Acquisition Stock Expense		226			130			371			364
+ Income Tax Effect		(1,297	)		(514	)		(2,051	)		(1,124	)
Adjusted Net Income*		4,155			4,827			9,679			11,066
Diluted Average Shares Outstanding		9,399			9,282			9,392			9,222
Diluted Earnings Per Share – GAAP	$	0.14		$	0.35		$	0.48		$	0.83
+ Amortization of Intangible Assets		0.37			0.21			0.67			0.40
+ Acquisition Amortization of Backlog		-			-			-			-
+ Acquisition Deal Costs		0.05			0.00			0.06			0.05
+ Acquisition Stock Expense		0.02			0.02			0.04			0.04
+ Income Tax Effect		(0.14	)		(0.06	)		(0.22	)		(0.12	)
Adjusted Diluted Earnings Per Share*	$	0.44		$	0.52		$	1.03		$	1.20

Note: Income tax effect is calculated using the expected annual tax rate, which was 31.1% and 25% for the fiscal year 2026 and 2025 periods, respectively.

LIQUIDITY AND CAPITAL RESOURCES

We expect that foreseeable liquidity and capital resource requirements will be met through cash and cash equivalents, anticipated cash flows from operations and borrowings from our revolving credit facility. We believe that these sources of financing will be adequate to meet our future requirements including anticipated operating expenses, capital expenditures, interest payments on our long-term debt, and planned business acquisitions. To the extent that we do not satisfy our liquidity requirements through cash and cash equivalents, anticipated cash flows from operations and borrowings from our revolving credit facility, we intend to satisfy such requirements through proceeds from the issuance of common stock.

On July 29, 2025, we entered into a Credit Agreement (the “Credit Agreement”) with a group of three lenders establishing a new five-year $150.0 million secured revolving credit facility (the “Credit Facility”). Borrowing options under the Credit Facility include: (i) a revolving loan option; (ii) a swingline loan option; and (iii) letters of credit, each of which is provided on a committed basis. The Credit Facility replaced the Company’s former $80.0 million credit facility (the “Replaced Facility”), which included a letter of credit subfacility of $10.0 million and our 2018 term loan, with an original principal amount of $15.0 million (the “2018 Term Loan”). We used initial borrowings under the Credit Facility to repay amounts due under the Replaced Facility, including the remaining amounts under the 2018 Term Loan, and for the acquisition of Essco.

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Under the Credit Agreement, we can use up to $50.0 million for acquisitions in any single fiscal year, with an exception for the Essco acquisition. In addition, we are permitted to make restricted payments up to $25.0 million in the aggregate over the term of the Credit Facility and up to $10.0 million in any single fiscal year to repurchase shares and pay dividends.

As of September 27, 2025, $150.0 million was available for borrowing, subject to covenant restrictions, under the Credit Facility, of which, $111.9 million was outstanding. During the first six months of fiscal year 2026, we used approximately $83.0 **** million, drawn from the Credit Facility, for a business acquisition.

Most borrowings under the Credit Facility bear interest, at our election, at a fixed base rate or the daily simple SOFR rate, plus a margin. Any swingline loan will bear interest at the fixed base rate plus a margin. The applicable margin is based on our then-current leverage ratio. Under the Credit Facility, the applicable margin was reduced for most levels of leverage ratio for comparable categories of borrowings under the Replaced Facility. The applicable margin ranges from 0.00% to 0.75% for base rate loans and 1.00% to 1.75% for SOFR loans. We will pay a commitment fee based on the daily unused amount under the Credit Facility multiplied by the applicable margin, which ranges from 0.10% to 0.20% for the commitment fee.

The Credit Agreement has certain financial covenants with which we must comply. The leverage ratio covenant under the Credit Agreement requires us to maintain our ratio of outstanding indebtedness to consolidated EBITDA to be no greater than 3.00 to 1.00, provided that we may temporarily increase the leverage ratio covenant if we complete a material permitted acquisition under the terms of the Credit Agreement. The Company's leverage ratio, as defined in the Credit Agreement, was 2.26 on September 27, 2025, compared with 0.78 on March 29, 2025. We must also maintain a fixed charge coverage ratio of no less than 1.20 to 1.00. We were in compliance with all loan covenants and requirements of the Credit Agreement and the Replaced Facility, as applicable, during the first six months of fiscal year 2026.

Cash Flows: The following table is a summary of our Condensed Consolidated Statements of Cash Flows (dollars in thousands):

	Six Months Ended
	September 27,			September 28,
	2025			2024
Cash Provided by (Used in):
Operating Activities	$	16,504		$	15,759
Investing Activities	$	(91,556	)	$	(7,958	)
Financing Activities	$	79,194		$	(3,346	)

Operating Activities: Net cash provided by operating activities was $16.5 million during the first six months of fiscal year 2026 compared to $15.8 million of net cash provided by operating activities during the first six months of fiscal year 2025. The year-over-year increase in cash provided by operating activities was primarily the result of changes in net working capital (defined as current assets less current liabilities). The significant working capital fluctuations were as follows:

●	Receivables: Accounts receivable and other receivables increased $3.6 million during the first six months of fiscal year 2026, inclusive of $2.9 million of accounts receivable acquired during the period. During the first six months of fiscal year 2025, accounts receivable and other receivables decreased $1.7 million inclusive of $3.1 million accounts receivable acquired during the period. The year-over-year variation reflects changes in the timing of collections. The following table illustrates our “days sales outstanding” as of September 27, 2025 and September 28, 2024 (dollars in thousands):
	September 27,		September 28,
---	---	---	---	---
	2025		2024
Net Sales, for the last two fiscal months	$	60,487	$	49,548
Accounts Receivable, net	$	62,573	$	48,933
Days Sales Outstanding		62		59

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●	Inventory: Our inventory strategy includes making appropriate large quantity, high dollar purchases with key manufacturers for various reasons, including maximizing on-hand availability of key products, expanding the number of SKUs stocked in anticipation of customer demand, reducing backorders for products with long lead times and optimizing vendor purchase and sales volume discounts. As a result, inventory levels may vary from quarter-to-quarter based on the timing of these large orders in relation to our quarter end. The decreases in inventory are primarily due to the timing of shipments relative to strategic inventory purchases during the periods.
●	Accounts Payable: Changes in accounts payable may or may not correlate with changes in inventory balances at any given quarter end due to the timing of vendor payments for inventory, as well as the timing of payments for outsourced Service vendors. Accounts payable decreased $1.6 million during the first six months of fiscal year 2026 inclusive of $0.2 million assumed in acquisition during the period. Accounts payable increased $1.5 million during the first six months of fiscal year 2025. The variances are largely due to the timing of inventory and capital expenditures and other payments in the respective periods.
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●	Accrued Compensation and Other Current Liabilities: Accrued compensation and other current liabilities include, among other things, amounts paid to employees for non-equity performance-based compensation. At the end of any particular period, the amounts accrued for such compensation may vary due to many factors including changes in expected performance levels, the performance measurement period, and timing of payments to employees. During the first six months of fiscal year 2026, accrued compensation and other current liabilities decreased by $3.8 million inclusive of $3.2 million of accrued compensation and other current liabilities assumed during the period. During the first six months of fiscal year 2025, accrued compensation and other current liabilities decreased by $4.6 million, inclusive of $0.2 million from assumed liabilities and purchase price holdbacks and contingent consideration from acquisitions. The decreases are largely due to the annual payment of incentive-based compensation accruals and payments of acquisition related holdback and accruals.
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Investing Activities: During the first six months of fiscal years 2026 and 2025, we invested $9.0 million and $7.6 million, respectively, in capital expenditures that was used primarily for customer-driven expansion of Service segment capabilities and our rental business.

During the first six months of fiscal years 2026 and 2025, we used $82.5 million and $15.9 million, respectively, for business acquisitions.

Financing Activities: During the first six months of fiscal year 2026, net proceeds and repayments from our revolving Credit Facility was $81.0 million, and $0.5 million in cash was generated from the issuance of common stock. In addition, we used $1.8 million for repayments of our term loan.

During the first six months of fiscal year 2025, $0.8 million in cash was generated from the issuance of common stock. In addition, we used $1.2 million for scheduled repayments of our term loan and $3.0 million for the “net” awarding of certain share awards to cover employee tax-withholding obligations for share award and stock option activity in fiscal year 2025, which are shown as a repurchase of shares of our common stock.

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OUTLOOK

Our team delivered another solid quarter of revenue and adjusted EBITDA (a non-GAAP measure) performance in the fiscal second quarter highlighted by double-digit revenue growth and continued high demand in our rentals channel. Distribution revenue grew 24% in the quarter with a gross margin of 33.2%, driven primarily by the strategic mix increase of higher-margin rentals. We continue to see measured improvement from our organic and inorganic initiatives, paired with another quarter of robust revenue growth and disciplined cost management that enabled us to deliver 37% adjusted EBITDA (a non-GAAP measure) growth.

Acquisitions continue to be a cornerstone of our growth strategy. We are extremely excited about the recent acquisition of Essco Calibration, the largest deal in our history, supported by our new, larger credit facility. Essco is a perfect fit into our calibration service portfolio and creates a strong presence for us in the New England market. With the Essco deal following the acquisition of Martin Calibration in December 2024, we have acquired two leading regional calibration providers in an 8-month period. This demonstrates our ability to attract and acquire highly sought-after calibration companies to expand our capabilities and geographic reach, while increasing market share.

Looking forward, uncertainty in the macro environment remains a challenge, but our diversified portfolio of products and services combined with the ability to execute against strategic priorities will differentiate us in fiscal 2026 and beyond. We expect continued service revenue growth, benefiting from a larger presence in the New England and Midwest markets, and improving Service organic revenue. We expect a return to single-digit Service organic revenue growth in the second half of fiscal 2026. Our acquisition pipeline remains strong, and we will continue to leverage our integration expertise. We believe the combination of our talented team, portfolio differentiation, and strong financial profile positions us well to drive sustainable, long-term shareholder value.

We expect our income tax rate to range between 30% and 32% for full fiscal year 2026. This estimate includes federal, various state, Canadian and Irish income taxes and reflects the discrete tax accounting associated with share-based payment awards.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

INTEREST RATES

Our exposure to changes in interest rates results from our borrowing activities. In the event interest rates were to move by 1%, our yearly interest expense would increase or decrease by approximately $1.1 million assuming our borrowing levels at September 27, 2025 remained constant under the Credit Facility. As of September 27, 2025, $150.0 million was available for borrowing, under the Credit Facility, of which $111.9 million was outstanding.

Under the Credit Agreement, effective July 29, 2025, at our option, we are permitted to borrow from the Credit Facility at a base rate or the variable Daily Simple SOFR (subject to a 1.00% floor), in each case, plus a margin. Our interest rate margin is determined on a quarterly basis based upon our calculated leverage ratio. Our weighted average interest rate for the second quarter of fiscal year 2026 for the Credit Facility was 6.0%. On September 27, 2025, we had no hedging arrangements in place for our Credit Facility to limit our exposure to movements in interest rates.

FOREIGN CURRENCY

Approximately 90% of our total revenues for each of the first six months of fiscal year 2026 and 2025 were denominated in U.S. dollars, with the remainder denominated in Canadian dollars and Euros. A 10% change in the value of the Canadian dollar to the U.S. dollar and the Euro to the U.S. dollar would impact our revenue by less than 1%. We monitor the relationship between the U.S. dollar and the Canadian dollar and the U.S. dollar and the Euro on a monthly basis and adjust sales prices for products and services sold in Canadian dollars or Euros as we believe to be appropriate.

We continually utilize short-term foreign exchange forward contracts to reduce the risk that future earnings denominated in Canadian dollars would be adversely affected by changes in currency exchange rates. We do not apply hedge accounting and therefore the net change in the fair value of the contracts, which totaled a **** loss of $0.2 million and $0.4 million **** in the first six months of fiscal years 2026 and 2025, respectively, was recognized as a component of Interest and Other (Income) Expense, net in the Condensed Consolidated Statements of Income. The change in the fair value of the contracts is offset by the change in fair value on the underlying accounts receivables denominated in Canadian dollars being hedged. On September 27, 2025, we had a foreign exchange contract, which matured in October 2025, outstanding in the notional amount of $0.6 million. The foreign exchange contract was renewed in October 2025 and continues to be in place. We do not use hedging arrangements for speculative purposes.

ITEM 4. CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures. Our principal executive officer and our principal financial officer evaluated our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this quarterly report. Disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our principal executive officer and principal financial officer to allow timely decisions regarding required disclosure. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of such date.

Changes in Internal Control over Financial Reporting. There has been no change in our internal control over financial reporting that occurred during the last fiscal quarter covered by this quarterly report (our second quarter of fiscal year 2026) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

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ITEM 6. EXHIBITS

INDEX TO EXHIBITS

Exhibit No.	Description
(2)	Plan of acquisition, reorganization, arrangement, liquidation or succession
	2.1^	Membership Unit Purchase Agreement, dated August 5, 2025, by and among Transcat, Inc., Essco Holdings Inc., and Michael Walsh is incorporated by reference from Exhibit 2.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June28, 2025.
(10)	Material Contracts
	10.1^	Credit Agreement, dated as of July 29, 2025, by and among Transcat Inc., the guarantors party thereto, Manufacturers and Traders Trust Company, Wells Fargo Securities, LLC, and the other lenders party thereto is incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on form 10-Q for the quarter ended June 28, 2025.
	10.2*#^	Transition Agreement, dated as of August 21, 2025, by and between Transcat, Inc. and Lee D. Rudow.
	10.3*#†	Special Equity Award Notice, dated as of August 21, 2025, granted pursuant to the Transcat, Inc. 2021 Stock Incentive Plan to Lee D. Rudow
(31)	Rule 13a-14(a)/15d-14(a) Certifications
	31.1*	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31.2*	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(32)	Section 1350 Certifications
	32.1**	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(101)	Interactive Data File
---	---	---
	101.INS* Inline XBRL Instance Document
	101.SCH* Inline XBRL Taxonomy Extension Schema Document
	101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
	101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document
	101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document
	101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
(104)		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*	Exhibit filed with this report.
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**	Exhibit furnished with this report.
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#	Management contract or compensatory plan or arrangement
^	Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish a copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request.
†	Certain portions of this exhibit have been omited (indicated by asterisks) pursuant to Item 601(b) of Regulation S-K, because such omitted information is (i) not material and (ii) the type of information that the Company treats as private or confidential

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	TRANSCAT, INC.
Date: November 5, 2025	/s/ Lee D. Rudow
	Lee D. Rudow
	President and Chief Executive Officer<br> <br>(Principal Executive Officer)
Date: November 5, 2025	/s/ Thomas L. Barbato
	Thomas L. Barbato
	Senior Vice President of Finance and Chief Financial Officer<br> <br>(Principal Financial Officer)

ex_876548.htm

Exhibit 10.2

TRANSITION AGREEMENT

This TRANSITION AGREEMENT (this “Agreement”) is made and entered into as of August 21, 2025 (the “Effective Date”) by and between Transcat, Inc., (the “Company”) and Lee D. Rudow (the “Executive”). The Company and the Executive are collectively referred to herein as the “Parties.”

WHEREAS, the Executive is currently employed as the Company’s President and Chief Executive Officer; and

WHEREAS, the Executive wishes to voluntarily step down from his role as President and Chief Executive Officer of the Company at the end of the Company’s 2026 fiscal year and serve as Senior Advisor for the Company’s 2027 fiscal year; and

WHEREAS, the Executive desires to retire from employment with the Company at the end of the Company’s 2027 fiscal year; and

WHEREAS, to facilitate the transition of the Executive’s duties, the Company will begin a search for and hopes to identify a new President and Chief Executive Officer prior to the Executive’s retirement date; and

WHEREAS, the Parties recognize the importance of the Executive’s cooperation and assistance in facilitating the transfer of his knowledge and expertise to a newly identified President and Chief Executive Officer; and

WHEREAS, in order to effectuate this retirement and transition, the Company and the Executive wish to enter into this Agreement which sets forth the terms that will govern the Executive’s retirement from the Company and the transition of his duties.

NOW, THEREFORE, in consideration of the foregoing promises and the mutual covenants contained herein, the Parties agree as follows:

1.Change of Role; Voluntary Retirement.

a. Change of Role. Effective March 28, 2026, the final day of the Company’s fiscal year 2026 (the “Role Transition Date”), the Executive shall (i) step down from his role as the Company’s President and Chief Executive Officer; (ii) resign his membership on any Boards or committees of the Company and its subsidiaries; and (iii) be assigned to the role of Senior Advisor as an employee of the Company.

b. Voluntary Retirement. Effective March 27, 2027, the final day of the Company’s fiscal year 2027 (the “Separation Date”), the Executive shall resign from employment with the Company as a result of the Executive’s voluntary retirement. The period between the Role Transition Date and the Separation Date shall be referred to as the “Transition Period.”

c. Duties, Compensation, and Employee Benefits. From the Effective Date until the Role Transition Date, the Executive shall continue to perform the regular duties of his position as President and Chief Executive Officer and any additional duties assigned to the Executive by the Company’s Board of Directors (the “Board”). During the Transition Period, in his role as Senior Advisor, the Executive shall focus on transition-related matters and special projects, reporting to the Board and the successor President and Chief Executive Officer.

2.Compensation and Benefits. The Company shall compensate the Executive as follows:

a. Base Salary. As consideration for entering into this Agreement, effective as of March 30, 2025, the Company shall increase the Executive’s base salary to $741,000 per annum (the “Base Salary”), payable not less frequently than monthly, subject to such deductions and withholdings as may be permitted or required by law. The Compensation Committee of the Board (the “Committee”) may review the salary of the Executive, taking into consideration such factors as the Executive’s performance and any other matters it deems relevant and, in its discretion alone, may increase (but not decrease without the Executive’s consent) the salary of the Executive to such rate as the Committee deems proper. Effective on the Role Transition Date and during the Transition Period, the Base Salary shall be increased to $1,500,000 per annum.

b. Bonus. The Executive will be eligible to receive bonuses and awards under the Company’s bonus plans or arrangements as may be in effect from time to time, including the Company’s Annual Performance-Based Cash Incentive Plan, as may be from time to time determined by the Committee. The Company and the Executive agree that the target bonus award opportunity under the Company’s Annual Performance-Based Cash Incentive Plan for the Executive for the fiscal year ending March 28, 2026 (“Fiscal 2026”) will be 100% of Base Salary, will be subject to the historical continued employment requirement applicable under the Company’s Annual Performance-Based Cash Incentive Plan (except as otherwise provided by this Agreement) and will be payable to the Executive at the same time that such bonus is paid to other participating senior executives of the Company. During the Transition Period, the Executive will not be eligible to accrue or earn a bonus award under the Company’s Annual Performance-Based Cash Incentive Plan.

c. Long-Term Incentive Compensation. The Executive will be eligible to participate in any long-term incentive compensation plan generally made available to similarly situated executive officers of the Company in accordance with and subject to the terms of such plans, as may from time to time be determined by the Committee. The Company and the Executive agree that the equity incentive award for Fiscal 2026 will have a target value of $2.5 million in a combination of awards on a basis comparable to such awards made to other senior executives of the Company, as determined by the Committee. The equity incentive awards shall be granted under the Transcat, Inc. 2021 Stock Incentive Plan pursuant to an award agreement similar to the award agreement used for the awards to other senior executives, but consistent with the terms described in this Section and this Agreement. During the Transition Period, the Executive will not be eligible to receive new awards under the Company’s long-term incentive compensation plan.

d. Special Equity Award. To incentivize the Executive to cooperate with the transition and in consideration of the covenants contained in this Agreement, the Company shall grant the Executive a “Special Equity Award.” On or as soon as practicable following the Effective Date, the Company shall grant the Executive 25,000 restricted stock units consisting of: (i) 12,500 time-vesting restricted stock units (the “RSUs”) and (ii) 12,500 performance-vesting restricted stock units (the “PSUs”) at target level of performance. The RSUs shall vest and be settled as follows: (i) 4,167 RSUs shall vest on March 28, 2026, and will be settled within 30 days following such date; (ii) 4,167 RSUs shall vest on March 27, 2027, and will be settled within 30 days following such date; and (iii) the remaining 4,166 RSUs shall vest on March 27, 2027, and will be settled within 30 days following March 25, 2028, each subject to the Executive’s continuous employment by the Company through the applicable vesting date. The PSUs shall vest if the Executive remains in continuous employment by the Company through March 27, 2027. The percentage of the PSUs that vest, if any, shall be determined based on the Company’s performance against the performance measure set forth in Exhibit A during Fiscal 2026, as validated by the Company’s external auditors. Fifty percent (50%) of the PSUs that vested shall be settled within 30 days following March 27, 2027 and the remaining fifty percent (50%) of the PSUs that vested shall be settled within 30 days following March 25, 2028. The RSUs and the PSUs shall be granted under the Transcat, Inc. 2021 Stock Incentive Plan pursuant to an award agreement consistent with the terms described in this Section and this Agreement.

e. Benefit Plans. The Executive shall be eligible to participate in the Company’s employee benefit plans as may be offered by the Company from time to time to similarly situated Company executives.

3.Termination; Payment Upon Early Termination of Employment. Except as described herein, from the Effective Date until the Separation Date, the Company shall continue to employ the Executive on an at-will basis and in accordance with the terms described herein.

a. Termination Without Cause. Notwithstanding the Executive’s at-will status, if the Executive is terminated by the Company prior to the Separation Date described above (i.e., the final day of the Company’s fiscal year 2027) for any reason other than for Cause (as defined below), then the Separation Date shall be accelerated to such earlier termination date and upon such Separation Date the Executive shall become entitled to “Severance Pay” which shall include the following (collectively, the “Severance Pay”):

i.	Continued payment of the Base Salary to the Executive through the final day of the Company’s fiscal year 2027, less applicable deductions and withholdings, in accordance with the Company’s normal payroll schedule;
ii.	Payment of any bonuses at target that the Executive would have earned had the Executive remained employed until the final day of the Company’s fiscal year 2027, less applicable deductions and withholdings, payable at the time specified by such bonus, or if none, as soon as practicable following the last day of the bonus period, but no later than December 31 following such date; and
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iii.	Vesting of any unvested equity awards held by the Executive, including any equity awards granted to the Executive prior to the Effective Date, that would have vested had the Executive remained employed until the final day of the Company’s fiscal year 2027 and for performance-vesting awards, subject to satisfaction of the applicable performance-vesting criteria, payable at the time(s) specified by the applicable award agreement. In determining the Executive’s vesting in any unvested equity awards under this clause (iii), any termination by the Company under this Section 3.a will be treated as a retirement as of the final day of the Company’s fiscal year 2027 for purposes of any equity award providing for accelerated or continued vesting of the equity award upon a retirement.
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The Executive’s right to Severance Pay shall become payable only if, and is expressly conditioned upon, the Executive delivering to the Company and not revoking within the revocation period (as defined therein) a general release of all claims in a form substantially similar to Exhibit B, which shall be provided to the Executive on the Separation Date. Such general release shall be executed and delivered to the Company within twenty-one (21) days following the Separation Date or longer period as required by applicable law. Failure to timely execute and return such general release, or Executive’s revocation of such general release, shall be a waiver of Executive’s right to Severance Pay. Subject to Section 15, the continued payment of the Base Salary to the Executive shall commence within sixty (60) days following the Separation Date, provided that the first installment of the Base Salary continuation will include the amount of installments of the Base Salary continuation that would have been payable from the Separation Date had the Base Salary continuation commenced immediately following the Separation Date.

b. Termination for Cause or Resignation. If the Executive is terminated by the Company for Cause (as defined below) or as a result of Executive’s death or Disability (as defined below) or if the Executive resigns his employment for any reason prior to the Separation Date set forth above (i.e., the final day of the Company’s fiscal year 2027), then the Separation Date shall be accelerated to such earlier termination date and the Executive shall not be entitled to any additional compensation or benefits following such accelerated Separation Date, except as required by law or Company benefits plans (including any outstanding equity incentive awards), it being understood that Executive shall remain eligible to receive a bonus for Fiscal 2026 if the Separation Date occurs after the completion of Fiscal 2026 but prior to the payment of the applicable bonus. If applicable, such Fiscal 2026 bonus shall be calculated in accordance with the terms of the applicable plan and paid at the time such bonuses are paid to other executives of the Company.

c. For the purposes of this Agreement, “Cause” shall mean: (i) the Executive’s neglect of his duties hereunder, misconduct or gross negligence in the performance of any such duty, or failure to follow the lawful instructions of the Board; (ii) the Executive’s dishonesty or intentional conduct that is damaging or detrimental to the Company in any material respect; (iii) the Executive’s material violation of the Company’s policies; (iv) the Executive’s embezzlement or misappropriation of the Company’s assets (whether tangible or intangible); (v) subject to limits imposed by applicable law, the Executive’s conviction of, plea of nolo contendere or a guilty plea by, to a crime classified as a felony under any State or Federal law, or as to any crime (felony or misdemeanor) involving dishonesty, fraud, misappropriation of money or moral turpitude; (vi) the determination by the Company, after reasonable investigation, that the Executive has harassed or discriminated against any person on the basis of any protected class in violation of any federal, state, or municipal law or regulation; (vii) the breach by Executive of the restrictions contained in Section 6 below; or (viii) the material breach by Executive of any other provision of this Agreement. Notwithstanding the foregoing, the Company may not terminate the Executive’s employment for Cause unless (A) the Company has provided the Executive with prior written notice of its intent to terminate the Executive for Cause and has set forth in reasonable detail the conduct or events that constitute Cause and the specific provisions of this Agreement on which the Company relies and (B) the Executive does not, to the extent possible, cure the conduct that would result in Cause within ten (10) days after receipt of such notice; provided, however, that the Executive shall not be provided with an opportunity to cure conduct described in (ii), (iv), (v), (vi) or (vii) above; provided further that with respect to any conduct or action by the Executive, which is substantially similar to prior conduct or actions by the Executive and which the Company has previously notified the Executive it believes constitutes Cause and which the Executive was given the opportunity to cure, the Executive shall not be provided with the opportunity to cure such conduct or actions. Prior to making a final determination to terminate the Executive’s employment for Cause, the Board shall provide the Executive the opportunity to appear in front of the Board to share information that the Executive believes to be relevant to the Board’s decision.

d. For the purposes of this Agreement, “Disability” shall mean the Executive’s inability, by reason of any physical or mental impairment, to perform the essential functions of Executive’s position, with or without reasonable accommodation, for 120 consecutive calendar days or 150 calendar days in a 12-month period or other longer period as required under applicable law.

4.Future Cooperation. From the Effective Date of this Agreement until the Separation Date, the Executive shall do whatever is reasonably necessary to assure an orderly transition of his knowledge, expertise, work and responsibilities to the Company’s succeeding President and Chief Executive Officer, and to fully cooperate with these efforts.

5.Company Property. The Executive agrees that upon his separation from employment with the Company he shall return to the Company any and all documents (and all copies thereof) and other property belonging to the Company that he has in his possession or control, with the exception of any property that the Company specifically authorizes him in writing to retain. The documents and property to be returned by the Executive include, but are not limited to, all files, correspondence, e-mail, memoranda, notes, notebooks, drawings, records, plans, forecasts, reports, studies, analyses, compilations of data, proposals, agreements, financial information, research and development information, customer information, marketing information, operational and personnel information, specifications, code, software, databases, computer-recorded information, tangible property and equipment (including, but not limited to, facsimile machines, mobile telephones, laptops, and servers), credit cards, entry cards, identification badges and keys, as well as any materials of any kind which contain or embody any proprietary or confidential information of the Company or its subsidiaries or affiliates (and all reproductions thereof in whole or in part). The Executive agrees to make a diligent search to locate any such documents, property and information. If the Executive has used any personally-owned computer, server, or e-mail system to receive, store, review, prepare or transmit any Company confidential or proprietary data, materials or information, then no later than the Separation Date, the Executive shall provide the Company with a computer-useable copy of all such information, and then, to the extent information is not subject to a litigation hold or other legal duty to preserve, permanently delete and expunge such confidential or proprietary information from those systems.

6.Confidential Information; Restrictive Covenants. In consideration of the compensation and benefits being provided under this Agreement, the Executive agrees to the following covenants.

a. Confidential Information. The Executive shall keep secret and retain the confidential nature of all Confidential Information (as defined below) of or belonging to the Company and take such other precautions with respect thereto as the Company, in its sole discretion, may reasonably request. The Executive shall not at any time use, copy, disclose, or make available any Confidential Information, including to any individual, corporation, partnership, trust, governmental body or other entity; except that the Executive may use, copy, or disclose any Confidential Information (i) to the extent it becomes publicly available through no fault on his part; or (ii) to the extent the Executive is required to do so pursuant to applicable law or pursuant to a final order of a court or arbitrator having jurisdiction thereof; provided, however, that prior to such disclosure the Executive shall promptly notify the Company in writing of any such order or request to disclose and shall cooperate fully with the Company in protecting against any such disclosure by narrowing the scope of such disclosure and/or obtaining a protective order with respect to the permitted use of the Confidential Information. The restrictions imposed by this Paragraph do not apply to any information provided by the Executive in good faith to any government agency for the purpose of reporting or investigating a suspected violation of law. For purposes of this Agreement, “Confidential Information” shall mean all information pertaining to the business and operations of the Company that is not generally available to the public and the Company desires to keep confidential, including, but not limited to, information relating to the Company’s facilities, services, customers, suppliers, business partners, operations, research, trade secrets, intellectual property, finances, employees, potential acquisitions, and all documents and other tangible items relating to or containing any such information. The Executive acknowledges and agrees that the Confidential Information is vital, sensitive, confidential, and proprietary to the Company. Pursuant to the federal Defend Trade Secrets Act (the “Act”), the Company hereby notifies the Executive that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for disclosure of a trade secret that (A) is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Executive further understands that under the Act, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.

b. Non-Competition. During the period commencing on the date hereof and ending on the 24 month anniversary of the Separation Date (the “Restricted Period”), the Executive shall not, directly or indirectly or in whole or in part, except on behalf of the Company, own, partner with, or provide services to any individual, group or entity that is engaged in Competitive Activity. For purposes of this Agreement: “Competitive Activity” shall mean, in the United States, in any other jurisdiction in which the Company does business immediately prior to the Separation Date, and in each and every area where the Company intends to conduct business, being engaged in, or providing capital to entities that engage in, the business of providing calibration services, cost control and optimization services, and distribution and rental of test, measurement, and control instrumentation. In addition, during the Restricted Period, the Executive shall not take personal advantage of any business opportunities which arose or about which the Executive became aware during the Executive’s employment, whether or not the Company could or could not objectively pursue such opportunity, and which were within the scope of the Company’s then business or natural extension thereof.

c. Non-Solicitation of Employees. During the Restricted Period, the Executive shall not, on behalf of the Executive or any other person or entity (except on behalf of the Company), directly or indirectly, solicit, recruit or hire any (i) employee of the Company, or (ii) former employee of the Company whose relationship with the Company was terminated less than three (3) months prior to the Separation Date, in each case for the purpose of being employed by, a consultant to or an independent contractor of, or otherwise providing services to, the Executive or any person or entity on whose behalf the Executive is acting as an agent, representative, employee or otherwise.

d. Non-Solicitation of Customers. During the Restricted Period, the Executive shall not, on behalf of the Executive or any other person or entity (except on behalf of the Company), directly or indirectly, (i) persuade or encourage or attempt to persuade or encourage any customer, partner, affiliate, supplier, or vendor of the Company to cease doing business with the Company or to compete with the Company on its own or with any competitor of the Company or (ii) accept or engage any such partner, affiliate, supplier, or vendor of the Company for products or services competitive with the Company.

e. Non-Disparagement. From and following the Effective Date, the Executive shall not publicly disparage: the Company; the Company’s predecessors, successors, subsidiaries, related entities, and all of their members, shareholders known to the Executive, officers, directors, agents, attorneys, employees, or Board members; the Company’s customers; or the Company’s products and services. From and following the Effective Date, the Company shall cause its directors not to publicly disparage the Executive. Nothing in this Paragraph precludes the Company or the Executive from making truthful statements in connection with (i) a disclosure required by law, regulation, or order of a court or governmental agency, (ii) the filing of a good faith report or participation in a proceeding related to an alleged violation of any applicable law, regulation, or order of a court or governmental agency, or (iii) any governmental, quasi-governmental or administrative or judicial inquiry or court proceeding.

f. Covenants Acknowledgement. The Parties acknowledge and agree that the Executive’s covenants and obligations contained in this Agreement are a material inducement to the Company’s willingness to enter into this Agreement, and are essential to the continued growth and stability of the Company’s business, goodwill, customer base and to the continuing viability of the Company’s endeavors.

7.Remedies. In the event of a breach or threatened breach by the Executive of this Agreement, including Section 6 above, the Company may at its option, obtain monetary damages, a court order requiring that he comply with this Agreement, without the necessity of posting a bond or proving actual damages, or other legal and equitable remedies as appropriate. A court, jury, arbitrator and/or agency of competent jurisdiction shall determine the nature, extent and value of any damages caused by a breach of this Agreement, including whether a breach requires the return or non-payment of some, or all of the compensation and benefits provided under this Agreement. The Company, in addition to any other rights it may have at law or in equity, shall have the right to seek enforcement of this Agreement in an action at law or in equity and the Company shall be entitled to recovery of its attorneys’ fees, costs and necessary distributions in any action against the Executive for breach of this Agreement, to the extent permitted by law and to the extent that such recovery does not result in the invalidation of any provision of this Agreement. It is specifically agreed that the enforcement of rights under this Paragraph will not affect the validity and enforceability of the release of all claims contained in the Waiver and General Release.

8.No Admission of Liability. The Executive agrees that neither any payment under this Agreement, nor any term or condition of it, shall be construed by either the Executive or the Company, at any time, as an admission of liability or wrongdoing by the Company.

9.Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. The Executive may not assign this Agreement or any interest herein, in whole or in part, without the prior written consent of the Company, and if any such assignment is made without such consent, this Agreement shall be voidable at the sole discretion of the Company upon such assignment.

10.Governing Law and Legal Proceedings. This Agreement shall be governed by and construed under the laws or the State of New York, without regard to the conflict of law principles thereof. Any action or proceeding brought by either party against the other arising out of or related to the Agreement shall be brought only in a state court of competent jurisdiction located in the County of Monroe, State of New York or the Federal District Court for the Western District of New York located in Monroe County, New York. The Executive hereby irrevocably consents to the personal jurisdiction of those courts and irrevocably waives any claim that such a forum is improper or inconvenient. If any provision of this Agreement or the Waiver and General Release, should be deemed unenforceable, the remaining provisions shall, to the extent possible, be carried into effect, taking into account the general purpose and spirit of this Agreement. The total invalidity or unenforceability of any particular provision of this Agreement shall not affect any other provision of this Agreement, and this Agreement shall be interpreted in all respects as if such invalid or unenforceable provision were omitted. Also, if a court finds that the Waiver and General Release is illegal, void, or unenforceable, the Executive agrees, promptly upon request, to execute a second Waiver and General Release that is legal and enforceable, without further consideration, payments, or compensation.

11.Modification; Counterparts; Electronic/PDF Signatures. **** The Parties agree this Agreement may not be altered, amended, modified, or otherwise changed except by another written agreement that specifically refers to this Agreement, and is executed by authorized representatives of each party to this Agreement. This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which together shall constitute the same instrument. Counterparts may be delivered via facsimile, electronic mail, or other electronic transmission method, and may be executed using any electronic signature method complying with the United States ESIGN Act of 2000 (e.g., www.docusign.com). Any such counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

12.Scope of Agreement. The Executive agrees that no promise, inducement, or other agreement not expressly contained or referred to in this Agreement has been made conferring any benefit upon him, and that this Agreement contains the entire agreement between the parties with respect to the subject matter hereof; and this Agreement supersedes all other agreements and drafts thereof, oral or written, between the parties hereto with respect to the subject matter hereof. ****

13.Voluntary Agreement. The Executive agrees that he is voluntarily signing this Agreement, that he has not been pressured into agreeing to its terms and that he had enough information to decide whether to sign it. If, for any reason, the Executive believes that this Agreement is not entirely voluntary, or if he believes that he does not have enough information, then he should not sign this Agreement.

14.Attorney Consultation. The Executive is advised to consult with an attorney of his choice before signing this Agreement. By signing this Agreement, the Executive acknowledges that he has had an opportunity to do so and has done so.

15.Section 409A. The compensation and benefits under this Agreement are intended to comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated and other official guidance issued thereunder (collectively, “Section 409A”), and this Agreement will be interpreted in a manner consistent with that intent. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from or comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A. Each payment under this Agreement shall be designated as a “separate payment” for purposes of Section 409A. Notwithstanding anything in this Agreement to the contrary, if at the time of the Executive’s separation from service with the Company, the Executive is a “specified employee” for purposes of Section 409A, and any payment payable under this Agreement as a result of such separation from service is required to be delayed by six months pursuant to Section 409A, then any such payment that would otherwise be payable before the expiration of six months following the Executive’s separation from service shall be accumulated and paid on the first day of the seventh month following the Executive’s separation from service with the Company. In the event that a payment representing deferred compensation subject to Section 409A is conditioned upon the execution and non‑revocation of a release of claims and the period to execute and not revoke the release of claims crosses from one calendar year into the following calendar year, the payment will be made no earlier than the following calendar year.

[signature page follows]

IN WITNESS WHEREOF, the Company and the Executive, intending to be bound by the terms and conditions hereof, have duly executed this Agreement as of the Effective Date.

TRANSCAT, INC.
By:	/s/ Gary J. Haseley
	Name:	Gary J. Haseley
	Title:	Chairman
By:	/s/ Lee D. Rudow
	Name:	Lee D. Rudow

Exhibit A

Special Equity Award Performance Measure

(see attached)

Exhibit B

Form Waiver and General Release

(see attached)

ex_876753.htm

Exhibit 10.3

CERTAIN INFORMATION IDENTIFIED WITH [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) THE TYPE OF INFORMATION THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

AWARD NOTICE OF

RESTRICTED STOCK UNITS AND

PERFORMANCE RESTRICTED STOCK UNITS

GRANTED PURSUANT TO THE

TRANSCAT, INC. 2021 INCENTIVE PLAN

Grantee:	Lee D. Rudow
Number of Restricted Stock Units (“RSUs”) Awarded:	12,500
Number of Performance Restricted Stock Units (“PRSUs”) Awarded:	12,500
Date of Grant:	August 21, 2025
1.	Grant of Restricted Stock Unit Award. This Award Notice serves to notify you that in satisfaction of the obligation to you under the Section 2.d of the Transition Agreement by and between Transcat, Inc., an Ohio corporation (the “Company”), and you, dated August 21, 2025 (the “Transition Agreement”), the Board of Directors of the Company has granted to you, under the Company’s 2021 Incentive Plan (the “Plan”), a restricted stock unit and performance restricted stock unit award (the “Award”), on the terms and conditions set forth in this Award Notice and the Plan, of the number of RSUs and PRSUs (together, the “Units”) set forth above. Each Unit entitles you to receive from the Company one share of the Company’s Common Stock, $0.50 par value per share (the “Common Stock”), which will vest (become non-forfeitable) as set forth in Sections 2 and 3 and will be payable in the form of shares of Common Stock as set forth in Section 4, all in accordance with the terms of this Award Notice, the Plan, and any rules and procedures adopted by the Committee. The Plan is incorporated herein by reference and made a part of this Award Notice. Capitalized terms not defined herein have the respective meanings set forth in the Plan.
---	---
2.	Vesting.
---	---
a.	RSU Vesting. Subject to Section 3 below, 4,167 RSUs shall vest on March 28, 2026; and (ii) the remaining 8,333 RSUs shall vest on March 27, 2027 (each, an “RSU Vesting Date”), provided that you are employed with the Company through the applicable RSU Vesting Date.
---	---
b.	PRSU Vesting. The PRSUs subject to the Award will vest on March 27, 2027 (the “PRSU Vesting Date”) based on the successful completion of all of the following:
---	---
i.	Subject to Section 3 below, you are employed with the Company through the PRSU Vesting Date;
---	---
ii.	The percentage of the PRSUs that will vest, if any, is determined based on the Company’s performance against the performance measure set forth below for the Company’s fiscal year ending March 28, 2026 (“Fiscal 2026”), as validated by the Company’s external auditors. The applicable performance measure for the Award and the percentage of PRSUs that vest for the specified levels of performance are as follows:
---	---
EBITDA ($ in 000s)<br><br> <br>for Fiscal 2026	Percentage of Number of PRSUs<br><br> <br>eligible to vest
---	---
$[***]	150%
$[***]	125%
$[***]	100%
$[***]	75%
$[***]	50%

No PRSUs will vest for Company performance below 50%, and therefore all PRSUs subject to the Award will be forfeited. Performance above 50% and up to 150% will be determined using straight line interpolation and the vesting percentages set forth above for the EBITDA results immediately preceding and immediately following the actual EBITDA results shown above.

3.	Effects of Certain Events.
a.	General. Subject to Sections 3(b) through 3(d) of this Award Notice, in the event that your employment with the Company is terminated prior to March 27, 2027 (including termination for Cause or termination as a result or your resignation, death or disability), all Units that are not vested as of the date of such termination are automatically forfeited.
---	---
b.	Effect of Termination Without Cause on RSUs. In the event of your termination of employment without Cause (as defined in the Transition Agreement) prior to March 27, 2027, then any RSUs shall become fully vested and shall be distributed at the time set forth in Section 4.
---	---
c.	Effect of Termination Without Cause on PRSUs. In the event of your termination of employment without Cause prior to the PRSU Vesting Date, then vesting condition under Section 2(b)(i) shall be deemed to be satisfied, the Award shall continue, and the vested PRSUs, if any, from such performance, shall be distributed at the time set forth in Section 4, based on actual performance.
---	---
d.	Change in Control. Upon a Change in Control of the Company, the provisions of Section 7.1 of the Plan shall automatically and immediately become operative with respect to the Award.
---	---
4.	Issuance of Shares of Common Stock.
---	---
a.	RSUs. Unless the RSUs are forfeited prior to the applicable RSU Vesting Date as provided in Sections 2 and 3 above, the RSUs will be payable in the form of Common Stock as follows: (i) the 4,167 RSUs from the first installment, within 30 days following their March 28, 2026 RSU Vesting Date; and (ii) 4,167 RSUs from the second installment within 30 days following March 27, 2027 and the remaining 4,166 RSUs from the second installment within 30 days following March 25, 2028 (each of the foregoing payment dates, also a “Payment Date”).
---	---
b.	PRSUs. Unless the PRSUs are forfeited prior to the PRSU Vesting Date as provided in Sections 2 and 3 above, the PRSUs will be payable in the form of Common Stock as follows: (i) 50% of the PRSUs that vested within 30 days following March 27, 2027; and (ii) the remaining 50% of the PRSUs that vested within 30 days following March 25, 2028 (each of the foregoing payment dates, also a “Payment Date”).
---	---
c.	Delivery. Each vested Unit will be payable in the form of one share of Common Stock. Shares of Common Stock will be registered on the books of the Company in your name as of the applicable Payment Date and delivered to you at the times set forth above, in certificated or uncertificated form, as you shall direct. You understand that the Company will, and you hereby authorize the Company to, issue such instructions to its transfer agent as the Company may deem necessary or proper to comply with the intent and the purposes of this Award Notice.
---	---
5.	Nontransferability. The Units awarded pursuant to this Award Notice may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated (“Transfer”), other than by will or by the laws of descent and distribution, except as provided in the Plan. If any prohibited Transfer, whether voluntary or involuntary, of the Units is attempted to be made, or if any attachment, execution, garnishment, or lien shall be attempted to be issued against or placed upon the Units, your right to such Units shall be immediately forfeited to the Company, and this Award Notice shall be null and void.
---	---
6.	No Shareholder Rights. The Units do not entitle the Grantee to any rights of a shareholder of Common Stock, including dividends or voting rights.
---	---
7.	Restrictions on Issuance of Shares. If at any time the Company determines that listing, registration or qualification of the shares of Common Stock subject to this Award upon any securities exchange or under any state or federal law, or the approval of any governmental agency, is necessary or advisable as a condition to the Award or issuance of certificate(s) for Common Stock hereunder, then, subject to the limitations imposed under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), such Award or issuance may not be made in whole or in part unless and until such listing, registration, qualification or approval shall have been effected or obtained free of any conditions not acceptable to the Company.
---	---
8.	Plan Controls. The Award is subject to all of the provisions of the Plan, and is further subject to all the interpretations, amendments, rules and regulations that may from time to time be promulgated and adopted by the Committee pursuant to the Plan. In the event of any conflict among the provisions of the Plan and this Award Notice, the provisions of the Plan will be controlling and determinative.
---	---
9.	Taxes. You are responsible for any and all federal, state and local taxes (other than stock transfer or issuance taxes) arising as a result of the vesting of the Units or the delivery of the shares of Common Stock to you pursuant to this Award or any subsequent sale of the shares of Common Stock by you.
---	---
10.	Section 409A. This Award Notice and the Units granted hereunder are intended to comply with the requirements of Section 409A of the Code and shall be construed and interpreted in a manner consistent with such intent.
---	---

[acknowledgement follows]

ACKNOWLEDGEMENT

The undersigned Grantee acknowledges receipt of, and understands and agrees to, this Award Notice and the Plan. The Grantee further acknowledges that the Award satisfies the Company’s obligation to the Grantee under the Section 2.d of the Transition Agreement, and that as of the Date of Grant, this Award Notice, the Plan, and the Transition Agreement set forth the entire understanding between the Grantee and the Company regarding the grant of the Units under the Award and supersede all prior oral and written agreements on that subject.

Date:	August 21, 2025
Transcat, Inc.
By:	/s/ Gary J. Haseley
	Gary J. Haseley
	Chairman
Grantee:
	/s/ Lee D. Rudow

ex_861722.htm

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Lee D. Rudow, President and Chief Executive Officer of Transcat, Inc., certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Transcat, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
---	---
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
---	---
(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
(c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
(d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
---	---
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
---	---
(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
---	---
(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
---	---
Date: November 5, 2025	/s/ Lee D. Rudow
---	---
	Lee D. Rudow
	President and Chief Executive Officer<br><br> <br>(Principal Executive Officer)

ex_861723.htm

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Thomas L. Barbato, Senior Vice President of Finance and Chief Financial Officer of Transcat, Inc., certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Transcat, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
---	---
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
---	---
(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
(c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
(d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
---	---
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
---	---
(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
---	---
(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
---	---
Date: November 5, 2025	/s/ Thomas L. Barbato
---	---
	Thomas L. Barbato
	Senior Vice President of Finance and Chief Financial Officer<br><br> <br>(Principal Financial Officer)

ex_861724.htm

Exhibit 32.1

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this quarterly report on Form 10-Q of Transcat, Inc., Lee D. Rudow, the Chief Executive Officer of Transcat, Inc. and Thomas L. Barbato, the Chief Financial Officer of Transcat, Inc. certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of their knowledge, that:

1.	This quarterly report on Form 10-Q for the second quarter ended September 27, 2025 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in this quarterly report on Form 10-Q for the second quarter ended September 27, 2025 fairly presents, in all material respects, the financial condition and results of operations of Transcat, Inc.
---	---
Date: November 5, 2025	/s/ Lee D. Rudow
---	---
	Lee D. Rudow
	President and Chief Executive Officer<br><br> <br>(Principal Executive Officer)
Date: November 5, 2025	/s/ Thomas L. Barbato
---	---
	Thomas L. Barbato
	Senior Vice President of Finance and Chief Financial Officer<br><br> <br>(Principal Financial Officer)

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Transcat, Inc. and will be retained by Transcat, Inc. and furnished to the SEC or its staff upon request.