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TRNS insider filing: Rudow sells shares, granted RSUs and exercisable option

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Lee D. Rudow, President, CEO and Director of Transcat, Inc. (TRNS), reported multiple equity transactions dated 08/21/2025. The filing shows a disposition of 93,864 shares of Transcat common stock and the grant of several restricted stock unit (RSU) awards that convert one-for-one into common shares: 14,782, 12,500, 3,925, and 8,785 RSUs. Specific vesting schedules are provided for each award, with portions vesting on March 28, 2026, March 27, 2027, and March 25, 2028 as noted.

In addition, a stock option covering 10,000 shares with an exercise price of $63.17 is reported as fully exercisable as of the report date. The report was signed by an attorney-in-fact on behalf of Mr. Rudow on 08/25/2025. The RSU grants are identified as issued under the Transcat, Inc. 2021 Stock Incentive Plan and are described as transactions exempt under Rule 16b-3.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: CEO reported significant disposal of common stock and receipt of multiple time‑based RSU grants with staggered vesting.

The Form 4 documents a disposition of 93,864 common shares alongside grant of RSUs totaling 39, - see award lines (14,782; 12,500; 3,925; 8,785) that convert one-for-one to common stock and have defined vesting dates in 2026–2028. The awards are issued under the company’s 2021 Stock Incentive Plan and noted as exempt under Rule 16b-3, indicating standard insider compensation mechanics rather than a non‑routine transfer. The disclosure by the President & CEO meets Section 16 reporting requirements.

TL;DR: The package mixes immediate liquidity (share disposition) with long-term retention via RSUs and an exercisable option.

The report shows an immediate sale/transfer of 93,864 shares on 08/21/2025 while the officer retains or receives time‑vested incentives: RSUs with vesting in 2026–2028 and a fully exercisable 10,000‑share option at $63.17. This structure aligns with common executive compensation practices that balance near‑term monetization with multi‑year retention incentives. All grants are recorded as exempt under Rule 16b-3, signaling they follow typical company plan procedures.

Insider Rudow Lee D.
Role President and CEO
Type Security Shares Price Value
Grant/Award Restricted Stock Units 14,782 $0.00 $0.00
Grant/Award Restricted Stock Units 12,500 $0.00 $0.00
holding Restricted Stock Units -- -- --
holding Restricted Stock Units -- -- --
holding Stock Option (Right to Buy) -- -- --
holding Common Stock, $.50 par value -- -- --
Holdings After Transaction: Restricted Stock Units — 39,992 shares (Direct); Stock Option (Right to Buy) — 10,000 shares (Direct); Common Stock, $.50 par value — 93,864 shares (Direct)
Footnotes (6)
  1. F1. These restricted stock units ("RSUs") convert into common stock on a one-for-one basis.
  2. F2. These RSUs were granted under the Transcat, Inc. 2021 Stock Incentive Plan (the "Plan") in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award notice, vest on March 25, 2028.
  3. F3. These RSUs were granted under the Plan in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award notice, 4,167 RSUs vest on March 28, 2026 and 8,333 RSUs vest March 27, 2027, subject to continued employment through each vesting date.
  4. F4. These RSUs vest on March 27, 2027, except as otherwise provided in the award notice.
  5. F5. These RSUs vest on March 28, 2026, except as otherwise provided in the award notice.
  6. F6. This option is fully exercisable as of the date of this report.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Rudow Lee D.
(Last) (First) (Middle)
C/O TRANSCAT, INC.
35 VANTAGE POINT DRIVE
(Street)
ROCHESTER NY 14624
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TRANSCAT INC [ TRNS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $.50 par value 93,864 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units $0(1) 08/21/2025 A 14,782 (2) (2) Common Stock, $.50 par value 14,782 $0 14,782 D
Restricted Stock Units $0(1) 08/21/2025 A 12,500 (3) (3) Common Stock, $.50 par value 12,500 $0 12,500 D
Restricted Stock Units $0(1) (4) (4) Common Stock, $.50 par value 3,925 3,925 D
Restricted Stock Units $0(1) (5) (5) Common Stock, $.50 par value 8,785 8,785 D
Stock Option (Right to Buy) $63.17 (6) 05/25/2027 Common Stock, $.50 par value 10,000 10,000 D
Explanation of Responses:
1. These restricted stock units ("RSUs") convert into common stock on a one-for-one basis.
2. These RSUs were granted under the Transcat, Inc. 2021 Stock Incentive Plan (the "Plan") in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award notice, vest on March 25, 2028.
3. These RSUs were granted under the Plan in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award notice, 4,167 RSUs vest on March 28, 2026 and 8,333 RSUs vest March 27, 2027, subject to continued employment through each vesting date.
4. These RSUs vest on March 27, 2027, except as otherwise provided in the award notice.
5. These RSUs vest on March 28, 2026, except as otherwise provided in the award notice.
6. This option is fully exercisable as of the date of this report.
/s/ Thomas L. Barbarto, Attorney-in-Fact for Lee D. Rudow 08/25/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR