Transcat (TRNS) issues special executive RSU retention awards for CEO transition

Rhea-AI Filing Summary

Transcat, Inc. disclosed that its Compensation Committee approved a special one-time equity retention package for four executive officers under the 2021 Stock Incentive Plan. The awards are in the form of restricted stock units, with grants of 19,772 RSUs to Thomas L. Barbato, 10,380 to Theresa A. Conroy, 5,190 to Michael J. Haddad, and 12,028 to Michael W. West.

The retention awards are scheduled to vest on January 6, 2028, conditioned on each executive’s continued employment and as otherwise detailed in the award agreements. The company explains that these awards are intended to preserve leadership continuity during the transition to a successor chief executive officer and to directly incentivize the executives’ ongoing contributions.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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Accepted by SEC EDGAR 01/08/2026 - 08:06 AM Learn about SEC filing dates

FAQ

What executive retention awards did Transcat (TRNS) approve?

Transcat approved special one-time equity retention awards in the form of restricted stock units for four executive officers under its 2021 Stock Incentive Plan.

Which Transcat (TRNS) executives received restricted stock units and how many?

The company granted 19,772 RSUs to Thomas L. Barbato, 10,380 RSUs to Theresa A. Conroy, 5,190 RSUs to Michael J. Haddad, and 12,028 RSUs to Michael W. West.

When do the Transcat (TRNS) retention RSUs vest?

The retention restricted stock units vest on January 6, 2028, subject to each executive’s continued employment and the terms of the award agreement.

What is the purpose of Transcat’s new executive retention awards?

The awards are intended to preserve leadership continuity through the transition to a successor chief executive officer and to incentivize the executives’ continued contributions.

Under which plan were Transcat (TRNS) retention awards granted?

The retention awards were granted under Transcat’s 2021 Stock Incentive Plan.

Did Transcat (TRNS) issue a press release about these executive awards?

Yes. Transcat issued a press release dated January 8, 2026 discussing these matters, furnished as Exhibit 99.1.

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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)    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 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 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