STOCK TITAN

Transcat (NASDAQ: TRNS) COO gets stock grants and RSU awards

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

Rhea-AI Filing Summary

Transcat Inc. Chief Operating Officer Michael W. West reported routine equity compensation activity involving common stock and restricted stock units. West received 1,051 shares of common stock as a grant awarded upon the vesting of performance-based restricted stock units under the company’s 2021 Stock Incentive Plan, based on adjusted EBITDA performance over a three-year period ending in fiscal 2026. To cover tax withholding obligations on this vesting, 465 shares of common stock were withheld at $76.45 per share. Following these transactions, West directly holds 27,551 shares of common stock, which includes 16 shares acquired under the Employee Stock Purchase Plan. He also received a new grant of 1,807 restricted stock units (RSUs) that convert into common stock on a one-for-one basis and, except as otherwise provided in the award notice, vest on March 31, 2029. In addition, he holds several other RSU awards tied to common stock that vest on future dates including April 8, 2027, March 27, 2027, January 6, 2028, and March 25, 2028, as disclosed.

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Insider West Michael W.
Role Chief Operating Officer
Type Security Shares Price Value
Grant/Award Restricted Stock Units 1,807 $0.00 --
Grant/Award Common Stock, $.50 par value 1,051 $0.00 --
Tax Withholding Common Stock, $.50 par value 465 $76.45 $36K
holding Restricted Stock Units -- -- --
holding Restricted Stock Units -- -- --
holding Restricted Stock Units -- -- --
holding Restricted Stock Units -- -- --
Holdings After Transaction: Restricted Stock Units — 1,807 shares (Direct, null); Common Stock, $.50 par value — 27,551 shares (Direct, null)
Footnotes (1)
  1. These shares were awarded to Mr. West 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. Includes 16 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 April 8, 2027, except as otherwise provided in the award notice. These RSUs vest on March 27, 2027, except as otherwise provided in the award notice.
Common stock grant 1,051 shares Shares awarded upon vesting of performance-based RSUs based on adjusted EBITDA
Tax-withholding shares 465 shares at $76.45 Shares withheld to cover tax obligations on RSU vesting
Post-transaction holdings 27,551 shares Direct common stock owned after transactions, including 16 ESPP shares
New RSU grant 1,807 RSUs RSUs granted under 2021 Stock Incentive Plan, vesting March 31, 2029
RSU position 1 916 underlying shares Restricted stock units converting into common stock on a one-for-one basis
RSU position 2 2,000 underlying shares Restricted stock units converting into common stock on a one-for-one basis
RSU position 3 1,286 underlying shares Restricted stock units converting into common stock on a one-for-one basis
RSU position 4 12,028 underlying shares Restricted stock units converting into common stock on a one-for-one basis
performance-based restricted stock units financial
"These shares were awarded to Mr. West 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
"granted to him 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.
Employee Stock Purchase Plan financial
"Includes 16 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.
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."
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*
West Michael W.

(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)
Chief Operating Officer
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 value05/27/2026A1,051(1)A$027,551(2)D
Common Stock, $.50 par value05/27/2026F465(3)D$76.4527,086D
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(4)05/27/2026A1,807 (5) (5)Common Stock, $.50 par value1,807$01,807D
Restricted Stock Units$0(4) (6) (6)Common Stock, $.50 par value12,02812,028D
Restricted Stock Units$0(4) (7) (7)Common Stock, $.50 par value1,2861,286D
Restricted Stock Units$0(4) (8) (8)Common Stock, $.50 par value2,0002,000D
Restricted Stock Units$0(4) (9) (9)Common Stock, $.50 par value916916D
Explanation of Responses:
1. These shares were awarded to Mr. West 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. Includes 16 shares acquired under the Transcat, Inc. Employee Stock Purchase Plan.
3. Shares withheld to cover tax withholding obligations on the vesting of performance-based restricted stock units.
4. These restricted stock units ("RSUs") convert into common stock on a one-for-one basis.
5. 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.
6. These RSUs vest on January 6, 2028, except as otherwise provided in the award notice.
7. These RSUs vest on March 25, 2028, except as otherwise provided in the award notice.
8. These RSUs vest on April 8, 2027, except as otherwise provided in the award notice.
9. These RSUs vest on March 27, 2027, except as otherwise provided in the award notice.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Kristina L. Johnston, Attorney-in-Fact for Michael W. West05/28/2026
** 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 equity transactions did Transcat (TRNS) COO Michael West report?

Transcat COO Michael West reported routine compensation-related equity activity. He received 1,051 shares of common stock from performance-based RSUs and a grant of 1,807 RSUs, alongside tax-related share withholding, with no open-market buying or selling reported.

How many Transcat (TRNS) shares does COO Michael West hold after this Form 4?

After these transactions, Michael West directly holds 27,551 shares of Transcat common stock. This total includes 16 shares acquired through the company’s Employee Stock Purchase Plan, reflecting his ongoing ownership stake in the business.

Were any Transcat (TRNS) shares sold by COO Michael West on the open market?

No open-market sale was reported. The Form 4 shows 465 shares withheld at $76.45 per share to satisfy tax obligations on vesting RSUs, which is a non-market, compensation-related tax-withholding disposition rather than a discretionary stock sale.

What new restricted stock units did Transcat (TRNS) grant to COO Michael West?

Michael West received a grant of 1,807 restricted stock units that convert into common stock on a one-for-one basis. These RSUs were granted under the company’s 2021 Stock Incentive Plan and, unless otherwise specified, vest on March 31, 2029.

How were Transcat (TRNS) performance-based RSUs determined for Michael West?

The awarded 1,051 shares came from performance-based RSUs that vested after three years. Vesting depended on Transcat achieving certain pre-determined adjusted EBITDA thresholds over a three-year period ending in fiscal year 2026, as outlined in the plan.

What other RSU awards does Transcat (TRNS) COO Michael West hold and when do they vest?

In addition to the new 1,807-unit grant, West holds several RSU awards tied to common stock. These RSUs are scheduled to vest on dates including January 6, 2028, March 25, 2028, April 8, 2027, and March 27, 2027, subject to award terms.