8-K
TRANSCAT INC (TRNS)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM 8-K
CURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 6, 2026
| Transcat, Inc. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Ohio | 000-03905 | 16-0874418 |
| --- | --- | --- |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| 35 Vantage Point Drive, Rochester, New York | 14624 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code
(585) 352-7777
| (Former name or former address, if changed since last report) |
|---|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which<br><br> registered |
|---|---|---|
| Common Stock, $0.50 par value | TRNS | Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain<br>Officers. |
|---|
On January 6, 2026, the Compensation Committee of the Board of Directors of Transcat, Inc. (the “Company”) granted a special one-time equity award to certain of the Company’s executive officers under the Company’s 2021 Stock Incentive Plan (the “Retention Awards”). The Compensation Committee granted Retention Awards to Thomas L. Barbato, Theresa A. Conroy, Michael J. Haddad and Michael W. West consisting of 19,772; 10,380; 5,190; and 12,028 restricted stock units, respectively. The Retention Awards will vest on January 6, 2028, subject to the executive’s continued employment and except as otherwise described in the form of award agreement. The Retention Awards were designed to preserve the continuity of the Company’s leadership team through the transition to a successor chief executive officer and directly incentivize the executives’ continued contributions to the Company.
The foregoing summary of the Retention Awards does not purport to be complete and is qualified in its entirety by reference to the full text of the award agreement governing the Retention Awards, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 7.01 | Regulation FD Disclosure. |
|---|
On January 8, 2026, the Company issued a press release regarding the matters described in this Current Report on Form 8-K. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under such section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| #10.1 | Form of Retention Award Agreement |
| 99.1 | Transcat, Inc. Press Release dated January 8, 2026 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
# Management contract or compensatory plan or arrangement.
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 hereunto duly authorized.
| TRANSCAT, INC. | ||
|---|---|---|
| Dated: January 8, 2026 | By: | /s/ Thomas L. Barbato |
| Name: | Thomas L. Barbato | |
| Title: | Senior Vice President of Finance and Chief Financial Officer |
Exhibit 10.1
Restricted Stock Unit AWARD
GRANTED PURSUANT TO THE
TRANSCAT, INC. 2021 STOCK INCENTIVE PLAN
| Grantee: | |
|---|---|
| Number of Restricted Stock Units Awarded: | |
| Date of Grant: | |
| 1. | Grant<br> of Restricted Stock Unit Award. This Award Notice serves to notify you that the Board<br> of Directors of Transcat, Inc., an Ohio corporation (the “Company”), has granted<br> to you, under the Company’s 2021 Stock Incentive Plan (the “Plan”), a restricted<br> stock unit award (the “Award”), on the terms and conditions set forth in this<br> Award Notice and the Plan, of the number of Restricted Stock Units (“RSUs”) set<br> forth above. Each RSU entitles you to receive from the Company one Share of the Company’s<br> common stock, $0.50 par value per share (the “Common Stock”), which will vest<br> (become non-forfeitable) as set forth in Sections 2 and 3 and will be payable in the form<br> of Shares of the Company’s Common Stock as set forth in Section 4, all in accordance<br> with the terms of this Award Notice, the Plan, and any rules and procedures adopted by the<br> Committee. The Plan is incorporated herein by reference and made a part of this Award Notice.<br> Capitalized terms not defined herein have the respective meanings set forth in the Plan. |
| --- | --- |
| 2. | Vesting.<br> The RSUs subject to the Award will vest, contingent upon your continued employment through<br> the second anniversary of the Date of Grant (the “Vesting Date”), with all shares<br> vesting on the Vesting Date. |
| --- | --- |
| 3. | Effects<br> of Certain Events. |
| --- | --- |
| a. | General.<br> Subject to Sections 3b. and 3c. of this Award Notice, if your employment with the Company<br> is terminated prior to the Vesting Date, all of the RSUs are automatically forfeited. |
| --- | --- |
| b. | Treatment Upon Termination due to Death or Disability, or Termination without Cause. If your employment<br> with the Company terminates prior to the Vesting Date as a result of your death or Disability,<br> or your termination by the Company without Cause, all of the RSUs shall vest as of the date<br> of such termination. |
| --- | --- |
| c. | Change in Control. Upon a Change in Control of the Company, the provisions of Section 7.1 of<br> the Plan shall automatically and immediately become operative with respect to the Award. |
| --- | --- |
| 4. | Issuance<br> of Shares of Common Stock. Unless the RSUs are forfeited prior to the Vesting Date as<br> provided in Section 3 above, the RSUs will be payable in the form of Common Stock as soon<br> as administratively practicable following the Vesting Date, but no later than the 15^th^<br> day of the third month following the end of the year in which the Vesting Date occurs (the<br> “Payment Date”). Each vested RSU will be payable in the form of one share of<br> Common Stock on the Payment Date. Shares of Common Stock will be registered on the books<br> of the Company in your name as of the Payment Date and delivered to you as soon as practicable<br> thereafter, in certificated or uncertificated form, as you shall direct. You understand that<br> the Company will, and you hereby authorize the |
| --- | --- |
| Company<br> to, issue such instructions to its transfer agent as the Company may deem necessary or proper<br> to comply with the intent and the purposes of this Award Notice. | |
| --- | |
| 5. | Nontransferability.<br> The RSUs awarded pursuant to this Award Notice may not be sold, transferred, pledged, assigned,<br> or otherwise alienated or hypothecated (“Transfer”), other than by will or by<br> the laws of descent and distribution, except as provided in the Plan. If any prohibited Transfer,<br> whether voluntary or involuntary, of the RSUs is attempted to be made, or if any attachment,<br> execution, garnishment, or lien shall be attempted to be issued against or placed upon the<br> RSUs, your right to such RSUs shall be immediately forfeited to the Company, and this Award<br> Notice shall be null and void. |
| --- | --- |
| 6. | No<br> Shareholder Rights. The RSUs do not entitle the Grantee to any rights of a shareholder<br> of Common Stock, including dividends or voting rights. |
| --- | --- |
| 7. | Restrictions<br> on Issuance of Shares. If at any time the Company determines that listing, registration<br> or qualification of the shares of Common Stock subject to this Award upon any securities<br> exchange or under any state or federal law, or the approval of any governmental agency, is<br> necessary or advisable as a condition to the Award or issuance of certificate(s) for Common<br> Stock hereunder, then, subject to the limitations imposed under Section 409A of the Internal<br> Revenue Code of 1986, as amended (the “Code”), such Award or issuance may not<br> be made in whole or in part unless and until such listing, registration, qualification or<br> approval shall have been effected or obtained free of any conditions not acceptable to the<br> Company. |
| --- | --- |
| 8. | Plan<br> Controls. The Award is subject to all of the provisions of the Plan, and is further subject<br> to all the interpretations, amendments, rules and regulations that may from time to time<br> be promulgated and adopted by the Committee pursuant to the Plan. In the event of any conflict<br> among the provisions of the Plan and this Award Notice, the provisions of the Plan will be<br> controlling and determinative. |
| --- | --- |
| 9. | Taxes.<br> You are responsible for any and all federal, state and local taxes (other than stock transfer<br> or issuance taxes) arising as a result of the vesting of the RSUs or the delivery of the<br> shares of Common Stock to you pursuant to this Award or any subsequent sale of the shares<br> of Common Stock by you. |
| --- | --- |
| 10. | Section<br> 409A. This Award Notice and the RSUs granted hereunder are intended to be exempt from<br> the requirements of Section 409A of the Code and shall be construed and interpreted in a<br> manner consistent with such intent. |
| --- | --- |
(Signature Page Follows)
2
ACKNOWLEDGEMENT
The undersigned Grantee acknowledges receipt of, and understands and agrees to, this Award Notice and the Plan. The Grantee further acknowledges that as of the date of grant, this Award Notice and the Plan set forth the entire understanding between the Grantee and the Company regarding the grant of the RSUs under the Award and supersede all prior oral and written agreements on that subject.
| Date: | |
|---|---|
| Transcat, Inc. | |
| By: | |
| Grantee: |
3
Exhibit 99.1
| NEWSRELEASE |
|---|
Transcat, Inc. 35 Vantage Point Drive • Rochester • NY • 14624 • Phone: (585) 352-7777
Transcat Announces Executive Equity Retention Awards Aheadof CEO Succession in FY2026
Strategic Move to Ensure Leadership Stability During Transitionto New Chief Executive Officer
ROCHESTER, NY, January 8, 2026 – Transcat, Inc. (Nasdaq: TRNS) (“Transcat” or the “Company”), a leader in test measurement, control and calibration, today announced the approval of one-time equity retention awards for certain executive officers. This decision, made by the Compensation Committee of the Board of Directors, is part of the company's strategy to maintain leadership stability in tandem with the previously announced retirement of Chief Executive Officer Lee D. Rudow.
The retention awards, made in conjunction with Mr. Rudow’s plans to retire as CEO, aim to incentivize its executive team to remain focused on business operations and the successful completion of the CEO succession. Mr. Rudow will continue to serve in his current role until March 2026. Following the appointment of a new CEO, Mr. Rudow will transition to an advisory role through March 2027 to provide guidance and continuity for the company.
“This strategic move underscores Transcat’s commitment to ensuring leadership continuity and stability during a critical transition period, ultimately benefiting our shareholders and positioning the company for future success,” commented Chairman of the Board Gary Haseley. “Our Search Committee is now evaluating internal and external candidates for our next CEO, and we expect to provide an update on our third quarter fiscal year 2026 conference call in early February. I have the utmost confidence in our current management team and believe they will continue to strengthen the company for the future and improve our long-term competitive position. Our incredible team, diversified portfolio of products and services, and new CEO will position Transcat to execute against our strategic priorities in fiscal 2026 and beyond.”
About Transcat
Transcat, Inc. is a leading provider of accredited calibration, reliability, maintenance optimization, quality and compliance, validation, Computerized Maintenance Management System (CMMS), and pipette services. The Company is focused on providing best-in-class services and products to highly regulated industries, particularly the Life Science industry, which includes pharmaceutical, biotechnology, medical device, and other FDA-regulated businesses, as well as aerospace and defense, and energy and utilities. Transcat provides periodic on-site services, mobile calibration services, pickup and delivery, in-house services at its Calibration Service Centers strategically located across the United States, Puerto Rico, Canada, and Ireland. In addition, Transcat operates calibration labs in imbedded customer-site locations. The breadth and depth of measurement parameters addressed by Transcat’s ISO/IEC 17025 scopes of accreditation are believed to be the best in the industry.
Transcat also operates as a leading value-added distributor that markets, sells and rents new and used national and proprietary brand instruments to customers primarily in North America. The Company believes its combined Service and Distribution segment offerings, experience, technical expertise, and integrity create a unique and compelling value proposition for its customers.
Transcat’s strategy is to leverage its strong brand and unique value proposition that includes its comprehensive instrument service capabilities, Cost, Control and Optimizations services, and leading distribution platform to drive organic sales growth. The Company will also look to expand its addressable calibration market through acquisitions and capability investments to further realize the inherent leverage of its business model. More information about Transcat can be found at: Transcat.com.
Safe Harbor Statement
This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact and thus are subject to risks, uncertainties and assumptions. Forward-looking statements relate to expectations, estimates, beliefs, assumptions and predictions of future events and are identified by words such as “aim,” “anticipates,” “believes,” “expects,” “focus,” “future,” “may,” “plan,” “outlook,” “strategy,” “will,” and other similar words. All statements addressing operating performance, events or developments that Transcat expects or anticipates will occur in the future, including but not limited to statements relating to CEO succession and leadership continuity, growth strategy, market position, and outlook are forward-looking statements. Forward-looking statements should be evaluated in light of important risk factors and uncertainties. These risk factors and uncertainties include those more fully described in Transcat’s Annual Report and Quarterly Reports filed with the Securities and Exchange Commission, including under the heading entitled “Risk Factors.” Should one or more of these risks or uncertainties materialize or should any of the Company’s underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. In addition, undue reliance should not be placed on the Company’s forward-looking statements, which speak only as of the date they are made. Except as required by law, the Company disclaims any obligation to update, correct or publicly announce any revisions to any of the forward-looking statements contained in this news release, whether as the result of new information, future events or otherwise.
Investor Relations
Chris Tyson
Executive Vice President
MZ Group - MZ North America
Phone: (949) 491-8235
TRNS@mzgroup.us
www.mzgroup.us