STOCK TITAN

Transcat (TRNS) CFO awarded shares and RSUs, with tax withholding

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

Rhea-AI Filing Summary

Transcat Inc Sr. VP Finance & CFO Thomas L. Barbato reported equity compensation activity involving performance-based restricted stock units and new awards. He received 1,719 shares of common stock upon vesting of performance-based RSUs granted under the 2021 Stock Incentive Plan, after the company met pre-determined adjusted EBITDA thresholds over a three-year period ending in fiscal 2026. To cover related tax obligations, 760 shares of common stock were withheld rather than sold on the open market. Barbato was also granted 3,925 new RSUs, which convert into common stock on a one-for-one basis and generally vest on March 31, 2029. Following these transactions, he directly holds 5,409 shares of common stock and continues to hold stock options and additional RSU awards with future vesting dates and option expirations in 2027 and 2028.

Positive

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Insider Barbato Thomas L
Role Sr. VP Finance & CFO
Type Security Shares Price Value
Grant/Award Restricted Stock Units 3,925 $0.00 --
Grant/Award Common Stock, $.50 par value 1,719 $0.00 --
Tax Withholding Common Stock, $.50 par value 760 $76.45 $58K
holding Restricted Stock Units -- -- --
holding Restricted Stock Units -- -- --
holding Restricted Stock Units -- -- --
holding Stock Option (Right to Buy) -- -- --
holding Stock Option (Right to Buy) -- -- --
Holdings After Transaction: Restricted Stock Units — 3,925 shares (Direct, null); Common Stock, $.50 par value — 5,409 shares (Direct, null); Stock Option (Right to Buy) — 6,000 shares (Direct, null)
Footnotes (1)
  1. These shares were awarded to Mr. Barbato upon the vesting of performance-based restricted stock units granted to him 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. 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.
Vested RSU shares 1,719 shares Common stock received upon vesting of performance-based RSUs
Tax withholding shares 760 shares Common shares withheld to cover RSU vesting tax obligations
New RSU grant 3,925 RSUs Grant under Plan, scheduled to vest on March 31, 2029
Post-transaction common shares 5,409 shares Direct common stock holdings after reported transactions
Stock option 1 5,000 shares at $63.17 Option fully exercisable, expiring May 25, 2027
Stock option 2 6,000 shares at $90.92 Option expiring January 3, 2027
Large RSU holding 19,772 RSUs RSUs vesting on March 27, 2027, converting one-for-one into common
performance-based restricted stock units financial
"These shares were awarded to Mr. Barbato upon the vesting of performance-based restricted stock units granted to him 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
"awarded to Mr. Barbato ... under the Transcat, Inc. 2021 Stock Incentive Plan, as amended (the "Plan"), 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
"vested after three years 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.
restricted stock units ("RSUs") financial
"These restricted stock units ("RSUs") convert into common stock on a one-for-one basis."
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
tax withholding obligations financial
"Shares withheld to cover tax withholding obligations on the vesting of performance-based restricted stock units."
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SEC Form 4
FORM 4UNITED 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*
Barbato Thomas L

(Last)(First)(Middle)
C/O TRANSCAT, INC.
35 VANTAGE POINT DRIVE

(Street)
ROCHESTER NEW YORK 14624

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
TRANSCAT INC [ TRNS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Sr. VP Finance & CFO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/27/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock, $.50 par value05/27/2026A1,719(1)A$05,409D
Common Stock, $.50 par value05/27/2026F760(2)D$76.454,649D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units$0(3)05/27/2026A3,925 (4) (4)Common Stock, $.50 par value3,925$03,925D
Restricted Stock Units$0(3) (5) (5)Common Stock, $.50 par value19,77219,772D
Restricted Stock Units$0(3) (6) (6)Common Stock, $.50 par value2,6912,691D
Restricted Stock Units$0(3) (7) (7)Common Stock, $.50 par value1,9191,919D
Stock Option (Right to Buy)$90.92 (8)01/03/2027Common Stock, $.50 par value6,0006,000D
Stock Option (Right to Buy)$63.17 (8)05/25/2027Common Stock, $.50 par value5,0005,000D
Explanation of Responses:
1. These shares were awarded to Mr. Barbato upon the vesting of performance-based restricted stock units granted to him 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.
2. Shares withheld to cover tax withholding obligations on the vesting of performance-based restricted stock units.
3. These restricted stock units ("RSUs") convert into common stock on a one-for-one basis.
4. 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.
5. These RSUs vest on January 6, 2028, except as otherwise provided in the award notice.
6. These RSUs vest on March 25, 2028, except as otherwise provided in the award notice.
7. These RSUs vest on March 27, 2027, except as otherwise provided in the award notice.
8. This option is fully exercisable as of the date of this report.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Kristina L. Johnston, Attorney-in-Fact for Thomas L. Barbato05/28/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did Transcat (TRNS) CFO Thomas Barbato report?

Thomas Barbato reported vesting of performance-based RSUs, a grant of new RSUs, and tax-related share withholding. He received 1,719 common shares from vested RSUs and 3,925 new RSUs, while 760 shares were withheld to satisfy tax obligations tied to the vesting event.

How many Transcat (TRNS) shares did the CFO receive from performance-based RSUs?

He received 1,719 common shares upon vesting of performance-based restricted stock units. These RSUs were granted under Transcat’s 2021 Stock Incentive Plan and vested after three years based on achieving pre-determined adjusted EBITDA thresholds over a three-year period ending in fiscal 2026.

Why were 760 Transcat (TRNS) shares withheld in the CFO’s Form 4?

The 760 common shares were withheld to cover tax withholding obligations on the vesting of performance-based RSUs. This F-code transaction reflects a tax-withholding disposition to the company, not an open-market sale, and is a routine mechanism for satisfying associated tax liabilities.

What new restricted stock units did the Transcat (TRNS) CFO receive?

Barbato received a grant of 3,925 restricted stock units that convert into common stock on a one-for-one basis. These RSUs were granted under the company’s stock incentive plan and, except as otherwise provided in the award notice, are scheduled to vest on March 31, 2029.

What are the CFO’s common share holdings after these Transcat (TRNS) transactions?

After the reported transactions, Barbato directly holds 5,409 shares of Transcat common stock. This figure reflects both the 1,719 shares received from vested performance-based RSUs and the 760 shares withheld for taxes, along with any prior holdings carried forward in his direct ownership position.

What equity awards and options remain outstanding for the Transcat (TRNS) CFO?

Outstanding equity includes stock options on 5,000 shares at an exercise price of $63.17 expiring May 25, 2027, and 6,000 shares at $90.92 expiring January 3, 2027, plus several RSU awards totaling tens of thousands of underlying shares with vesting dates in 2027, 2028, and 2029.