Transcat (TRNS) CHRO granted shares and RSUs, reports tax withholding on vested awards
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Transcat Inc Chief Human Resources Officer Theresa A. Conroy reported equity compensation activity rather than open-market trading. She received an award of 759 shares of common stock at $0.00 per share upon vesting of performance-based restricted stock units that were granted under the company’s 2021 Stock Incentive Plan and tied to adjusted EBITDA goals over a three-year period ending in fiscal 2026. To cover related taxes, 335 shares of common stock were withheld at $76.45 per share, a non-market disposition. Conroy also received a new grant of 1,382 restricted stock units that convert into common stock on a one-for-one basis and are scheduled to vest on March 31, 2029. After these transactions, she holds 2,696 shares of common stock directly and maintains multiple blocks of outstanding restricted stock units and a fully exercisable option for 2,000 shares at an exercise price of $63.17 per share expiring on May 25, 2027.
Positive
- None.
Negative
- None.
Insider Trade Summary
7 transactions reported
Mixed
7 txns
Insider
Conroy Theresa A.
Role
Chief Human Resources Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Restricted Stock Units | 1,382 | $0.00 | -- |
| Grant/Award | Common Stock, $.50 par value | 759 | $0.00 | -- |
| Tax Withholding | Common Stock, $.50 par value | 335 | $76.45 | $26K |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Stock Option (Right to Buy) | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 1,382 shares (Direct, null);
Common Stock, $.50 par value — 2,696 shares (Direct, null);
Stock Option (Right to Buy) — 2,000 shares (Direct, null)
Footnotes (1)
- These shares were awarded to Ms. Conroy upon the vesting of performance-based restricted stock units granted to her under the Transcat, Inc. 2021 Stock Incentive Plan, as amended (the "Plan"), in a transaction exempt under Rule 16b-3. The shares underlying this award vested after three years based on the Company's achievement of certain pre-determined adjusted EBITDA thresholds over the eligible three-year period that ended in fiscal year 2026. Includes 6 shares acquired under the Transcat, Inc. Employee Stock Purchase Plan. Shares withheld to cover tax withholding obligations on the vesting of performance-based restricted stock units. These restricted stock units ("RSUs") convert into common stock on a one-for-one basis. These RSUs were granted under the Plan in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award notice, vest on March 31, 2029. These RSUs vest on January 6, 2028, except as otherwise provided in the award notice. These RSUs vest on March 25, 2028, except as otherwise provided in the award notice. These RSUs vest on March 27, 2027, except as otherwise provided in the award notice. This option is fully exercisable as of the date of this report.
Key Figures
Stock award: 759 shares at $0.00
Tax withholding shares: 335 shares at $76.45
New RSU grant: 1,382 units
+3 more
6 metrics
Stock award
759 shares at $0.00
Common stock granted upon vesting of performance-based RSUs
Tax withholding shares
335 shares at $76.45
Shares withheld for tax obligations on RSU vesting
New RSU grant
1,382 units
RSUs converting one-for-one to common stock, vesting March 31, 2029
Common shares held
2,696 shares
Direct common stock holdings after transactions
Stock option position
2,000 shares at $63.17
Fully exercisable option expiring May 25, 2027
Largest RSU block
10,380 units
Restricted stock units outstanding, converting one-for-one to common stock
Key Terms
performance-based restricted stock units, Rule 16b-3, adjusted EBITDA, Employee Stock Purchase Plan, +2 more
6 terms
performance-based restricted stock units financial
"These shares were awarded to Ms. Conroy upon the vesting of performance-based restricted stock units granted to her under the Transcat, Inc. 2021 Stock Incentive Plan"
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
Rule 16b-3 regulatory
"in a transaction exempt under Rule 16b-3"
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
adjusted EBITDA financial
"based on the Company's achievement of certain pre-determined adjusted EBITDA thresholds over the eligible three-year period"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Employee Stock Purchase Plan financial
"Includes 6 shares acquired under the Transcat, Inc. Employee Stock Purchase Plan."
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
tax withholding obligations financial
"Shares withheld to cover tax withholding obligations on the vesting of performance-based restricted stock units."
restricted stock units financial
"These restricted stock units ("RSUs") convert into common stock on a one-for-one basis."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
FAQ
What equity compensation did Transcat (TRNS) executive Theresa Conroy receive in this Form 4?
Theresa Conroy received 759 shares of Transcat common stock as an equity award at $0.00 per share, following the vesting of performance-based restricted stock units tied to adjusted EBITDA goals over a three-year period ending in fiscal year 2026.
What new restricted stock units did Theresa Conroy report receiving from Transcat (TRNS)?
Theresa Conroy reported a new grant of 1,382 restricted stock units, each convertible into one share of Transcat common stock. These RSUs were granted under the company’s stock incentive plan and are scheduled to vest on March 31, 2029, subject to the award terms.
What outstanding stock options and RSUs does Theresa Conroy have with Transcat (TRNS)?
Theresa Conroy has a fully exercisable option for 2,000 shares at $63.17 per share expiring May 25, 2027, and several restricted stock unit blocks totaling 12,261 units that convert one-for-one into common stock and vest on various dates through March 31, 2029.
Were Theresa Conroy’s Transcat (TRNS) equity transactions open-market buys or sells?
The reported activity consists of equity compensation events, not open-market trades. She received shares and restricted stock units under Transcat’s incentive plans, and shares were withheld solely to cover tax obligations related to vesting of performance-based restricted stock units.