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Transcat, Inc. (TRNS) has filed a Form S-3 to register for resale up to 17,204 shares of its common stock owned by certain selling shareholders. These shares are remaining holdback shares issued as part of Transcat’s August 2023 acquisition of Axiom Test Equipment, Inc., a U.S. rental provider of electronic test equipment.
The offering is purely a secondary resale: Transcat is not selling any shares and will receive no proceeds from sales under this prospectus, though it will bear an estimated $110,000 of registration-related expenses. As of August 31, 2026, there were 9,388,294 Transcat shares outstanding, and the stock last traded at $86.49 per share on the Nasdaq Global Market.
Transcat describes itself as a leading provider of accredited calibration and related services and a value-added distributor serving highly regulated industries, particularly life sciences, aerospace and defense, and energy and utilities. The filing also notes that Deloitte & Touche LLP issued an adverse opinion on the effectiveness of internal control over financial reporting, even as it gave an unqualified opinion on the financial statements, signaling that internal control remediation remains a key focus area.
TRANSCAT INC (TRNS) director Oksana S. Dominach reported selling 7,312 shares of common stock on September 2, 2026 at an average price of $85.5958 per share in an open-market or private transaction. After this sale, she held 4,346 common shares directly and 1,587 Restricted Stock Units (RSUs) that convert into common stock on a one-for-one basis and, except as otherwise provided in the award agreement, vest on September 10, 2026. No Rule 10b5-1 trading plan is reported.
TRANSCAT INC (TRNS) received a notice under Rule 144 that director Oksana S. Dominach plans to sell shares of the company’s common stock. The filing indicates a proposed sale of 7,312 shares, to be issued through a stock option exercise and settled via a cashless exercise transaction.
TRANSCAT INC director Oksana S. Dominach exercised stock options for 10,000 shares of common stock on 2026-08-13 at an exercise price of $26.27 per share, fully vesting that option. In a related transaction, 2,688 shares of common stock were delivered or withheld for payment of exercise price or tax liability at $97.76 per share. Following these transactions, she holds 1,587 Restricted Stock Units that convert into common stock on a one-for-one basis and, except as otherwise provided, vest on September 10, 2026. The transactions were not reported as pursuant to a Rule 10b5-1 trading plan.
Transcat Inc. director Christopher P. Gillette reported selling 504 shares of common stock on August 7, 2026 at $94.2345 per share, leaving 200 common shares held directly. He also reports derivative positions, including 1,587 restricted stock units that convert one-for-one into common stock and 10,000 stock options with a $109.55 exercise price expiring on September 6, 2033.
Transcat Inc. director Craig D. Cairns reported purchasing 1,050 shares of common stock on 2026-08-06 at $93.965 per share through the Howe & Rusling 401(k) Plan FBO Craig D. Cairns, bringing that indirect account’s holdings to 1,480 shares. He also reports 5,003 shares of common stock held directly and 1,910 shares held indirectly via a Howe & Rusling Roth 401(k) plan. In addition, he holds 1,587 restricted stock units that vest on September 10, 2026 and a fully vested stock option for 10,000 underlying shares at an exercise price of $47.14, expiring on 2031-05-12.
Transcat, Inc. reported Q1 fiscal 2027 revenue of $92.9 million, up 21.6% year over year, driven by Service revenue of $62.6 million (up 27.3%) and Distribution revenue of $30.4 million (up 11.4%). Gross profit increased to $30.7 million, while gross margin slipped to 33.1%.
Operating income was $3.7 million and net income declined to $1.3 million, or $0.14 per diluted share, as operating expenses rose 31.9% and interest expense increased to $1.5 million. Adjusted EBITDA grew to $14.0 million. The company acquired SCM for approximately $12.8 million, had $110.4 million outstanding under its $150.0 million credit facility, generated $8.8 million of operating cash flow, and continued to have material weaknesses in internal control over financial reporting, concluding disclosure controls were not effective.
Transcat, Inc. reported strong top-line growth for its fiscal first quarter 2027, with revenue of $92.9 million, up 21.6% from the prior-year quarter. Net income was $1.3 million, down from $3.3 million, as higher operating expenses from acquisitions, intangible amortization, stock-based compensation, executive transition costs, and increased interest expense reduced GAAP profitability. Diluted EPS was $0.14 compared with $0.35.
The Service segment generated $62.6 million of revenue, up 27.3%, including 13% service organic revenue growth and 90 bps of gross margin expansion to 33.9%. Distribution revenue rose 11.4% to $30.4 million, while gross margin declined to 31.4% due to revenue mix. Company-wide gross margin was 33.1% and Adjusted EBITDA, a non‑GAAP measure, increased 18.6% to $14.0 million, representing a 15.0% margin.
Operating cash flow improved to $8.8 million and operating free cash flow to $4.8 million. At June 27, 2026, Transcat held $6.7 million in cash, $110.4 million of long-term debt, and net debt of $103.7 million, with a reported leverage ratio of 2.21x. Management expects fiscal 2027 Service organic revenue growth in the high single-digits and further Service gross margin expansion, assuming a stable macro environment, and projects a full‑year income tax rate of 30%–32%.
Transcat, Inc. is asking shareholders to vote at its September 9, 2026 virtual annual meeting on three items: electing six directors for one-year terms, approving on an advisory basis compensation for named executive officers, and ratifying Deloitte & Touche LLP as independent auditor for fiscal 2027.
The company highlights double-digit fiscal 2026 revenue growth in both Service and Distribution segments and its largest-ever acquisition, Essco Calibration Laboratory, plus the post-year acquisition of SCM Metrology in Costa Rica. The board is being declassified following 99% shareholder support in 2024, and all directors except the CEO are independent. Shareholders of record on July 13, 2026, representing 9,359,810 common shares, may vote online, by phone, mail or during the webcast.