TRNS Insider Filing: Craig Cairns RSUs Vest; Holds 10,000-Share Option

Rhea-AI Filing Summary

Craig D. Cairns, a director of Transcat Inc. (TRNS), reported changes in his beneficial ownership. The filing shows restricted stock units (RSUs) converting to common stock on a one-for-one basis, with 1,587 RSUs reported as acquired on 09/10/2025 and shown as 1,587 shares beneficially owned directly. An additional 704 RSUs are reported with transaction code M on 09/11/2025. Following the reported transactions, Mr. Cairns directly beneficially owns 5,003 shares of common stock and holds a stock option for 10,000 shares with a $47.14 exercise price exercisable pro rata through 05/12/2031. He also has indirect holdings via the Howe & Rusling 401(k) plan (430 shares) and Roth 401(k) plan (1,910 shares). The filing was signed by an attorney-in-fact on Mr. Cairns' behalf.

Positive

• 1,587 shares issued from vested RSUs, increasing direct ownership and aligning the director with shareholder interests
• 10,000-share stock option outstanding at a $47.14 strike, providing long-term incentive alignment
• Retirement-plan holdings (430 and 1,910 shares) indicate additional indirect ownership and continued exposure to company performance

Negative

• None.

Insights

Securities Analyst

TL;DR: Director received vested RSUs and retains sizeable option and plan-based holdings, a routine insider compensation and ownership update.

The Form 4 discloses compensation-related equity activity rather than open-market trading. The conversion of RSUs into 1,587 shares and an additional 704 RSUs recorded under transaction codes indicate vesting and plan-directed issuance. The presence of a 10,000-share option at a $47.14 strike with multi-year vesting schedules is typical of executive alignment with shareholder value over time. Retirement-plan indirect holdings add modest additional exposure. Overall, this is standard equity compensation and internal alignment, not an immediate liquidity event or sale.

Corporate Governance Expert

TL;DR: Filing reflects standard governance practice: equity awards vesting and disclosure of officer/director holdings, supporting alignment with shareholders.

This Form 4 documents award mechanics and beneficial ownership categories: direct ownership from vested RSUs and stock options, plus indirect holdings via 401(k) plans. The reported use of Rule 16b-3 exemption for RSU grants is consistent with board-approved compensation practices. No director departures, sales, or unusual transactions are disclosed. From a governance perspective, the filing increases transparency about insider incentives and retained exposure to company performance.

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^*

Cairns Craig 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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2025

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	09/11/2025		M		704	A	$0(1)	5,003	D
Common Stock, $.50 par value								430	I	By Howe & Rusling 401(k) Plan FBO Craig D. Cairns
Common Stock, $.50 par value								1,910	I	By Howe & Rusling Roth 401(k) Plan FBO Craig D. Cairns

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)	09/10/2025		A		1,587		(2)	(2)	Common Stock, $.50 par value	1,587	$0	1,587	D
Restricted Stock Units	$0(1)	09/11/2025		M			704	(3)	(3)	Common Stock, $.50 par value	704	$0	0	D
Stock Option (Right to Buy)	$47.14							(4)	05/12/2031	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 in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award agreement, vest on September 10, 2026.

3. These RSUs vested on September 11, 2025.

4. This option vests and becomes exercisable pro rata with respect to one-fifth of the shares subject to the option on the first, second, third, fourth and fifth anniversaries of the date of grant, except as otherwise provided in the award agreement.

	/s/ Kristina L. Johnston, Attorney-in-Fact for Craig D. Cairns	09/11/2025
	** 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.

FAQ

What did Transcat director Craig D. Cairns report on Form 4 (TRNS)?

The Form 4 reports RSU activity and beneficial ownership changes: 1,587 RSUs converted to 1,587 shares, 704 RSUs noted, direct ownership of 5,003 shares, indirect holdings of 430 and 1,910 shares, and a 10,000-share option at a $47.14 strike.

When did the reported transactions occur on the Form 4 for TRNS?

The transactions listed occurred on 09/10/2025 and 09/11/2025, with RSU vesting and conversions recorded on those dates.

How many stock options does Craig D. Cairns hold according to the filing?

He holds a stock option covering 10,000 shares with an exercise price of $47.14, exercisable pro rata over five years and expiring on 05/12/2031.

Do the RSUs convert to shares one-for-one in this filing?

Yes. The filing states that the restricted stock units convert into common stock on a one-for-one basis.

Are any shares reported as sold in this Form 4?

No. The Form 4 discloses acquisitions/vestings and existing holdings; it does not report any share dispositions or open-market sales.