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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported) August 21, 2025
| 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 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
Officers. |
On August 21, 2025, Transcat, Inc. (the “Company”) entered
into a Transition Agreement (the “Agreement”) with Lee D. Rudow in connection with a smooth transition of Mr. Rudow’s
duties to his successor upon his retirement from the Company. The Agreement, which was approved by the compensation committee of the Company’s
board of directors (the “board”) on August 21, 2025, provides that Mr. Rudow will be entitled to a base salary of $741,000
per annum as of March 30, 2025, a target bonus percentage equal to up to 100% of his base salary for the fiscal year ending March 28,
2026 (“fiscal 2026”), and equity incentive awards under the Company’s long-term incentive compensation plan, consistent
with the Company’s historical awards for executive officers, with a target value of $2.5 million for fiscal 2026. In addition, on
August 21, 2025, the compensation committee granted Mr. Rudow a special award of restricted stock units, with (i) 12,500 restricted stock
units vesting in installments on the last day of fiscal 2026 and March 27, 2027 (“fiscal 2027”), and (ii) 12,500 performance
restricted stock units with the applicable percentage vesting, if any, based on the Company’s achievement of specific cumulative
EBITDA objectives in fiscal 2026 and his continued service through the end of fiscal 2027.
Under the Agreement, Mr. Rudow will continue to serve as the Company’s
President and Chief Executive Officer until the end of fiscal 2026, when he will resign from the board and serve as a senior advisor to
the Company through the end fiscal 2027. During his service as senior advisor, Mr. Rudow will be entitled to a base salary of $1.5 million
per annum but will not be eligible for any additional bonus or equity awards in fiscal 2027. Pursuant to the Agreement, Mr. Rudow may
neither compete with the Company nor solicit Company employees or customers for 24 months following the end of his service with the Company.
The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text
of the Agreement, a copy of which will be filed with the Company’s next Quarterly Report on Form 10-Q.
| Item 7.01 | Regulation FD Disclosure. |
On August 25, 2025, 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 |
| 99.1 |
|
Transcat, Inc. Press Release dated August 25, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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:
August 25, 2025 |
|
By: |
/s/ Thomas L.
Barbato |
| |
|
Name: |
Thomas
L. Barbato |
| |
|
Title: |
Senior Vice President of Finance
and Chief Financial Officer |
