Transcat Inc. filings document material events for a calibration services and test-instrument distribution company. Recent Form 8-K reports cover quarterly results furnished under Item 2.02, earnings press releases and presentation exhibits, and Regulation FD disclosures tied to operating updates.
The company’s filings also record governance and equity-compensation matters, including executive appointments, officer transitions, retention equity awards, and transition agreements. Acquisition-related 8-K disclosures describe completed purchases of calibration laboratory businesses, related material agreements, consideration, exhibits, and customary representations, warranties and holdback provisions.
Transcat Inc (TRNS) director Oksana S. Dominach reported equity transactions on Form 4 reflecting restricted stock unit (RSU) activity and an outstanding stock option. On 09/11/2025, 704 RSUs were reported as acquired under transaction code M and converted into common stock at no cash price; 1,587 RSUs were reported as acquired on 09/10/2025 but vest on 09/10/2026 per the award terms. The filing also shows a fully vested stock option to purchase 10,000 shares at $26.27 expiring 10/22/2029. Following the reported transactions, Dominach beneficially owns 4,346 shares.
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.
Transcat, Inc. (TRNS) reporting person Cynthia Langston, a director, recorded equity award activity on Form 4. On 09/11/2025 Ms. Langston was reported to have acquired 704 shares through vesting or conversion of restricted stock units at $0 per share and continues to beneficially own 1,837 shares of common stock directly after the reported transactions. A prior grant of 1,587 RSUs (granted 09/10/2025) was noted as exempt under Rule 16b-3 and generally vests on 09/10/2026, while 1,587 RSUs vested on 09/10/2025 and converted one-for-one into common shares. Additionally, a stock option covering 10,000 shares with an exercise price of $73.80 and a five-year pro rata vesting schedule was reported.
Kristina L. Johnston, Principal Accounting Officer of Transcat, Inc. (TRNS), reports beneficial ownership of 358 restricted stock units (RSUs) awarded under the Transcat, Inc. 2021 Stock Incentive Plan. Each RSU converts into one share of common stock on a one-for-one basis and, unless noted otherwise in the award, vests on March 25, 2028. The statement indicates direct ownership of these RSUs.
Transcat, Inc. reported that effective September 10, 2025, Kristina Johnston, age 48, was appointed as principal accounting officer, following the planned retirement of prior principal accounting officer Scott D. Deverell. She has served as the Company’s controller since June 2025 and previously was Chief Financial Officer of Vintage Wine Estates, Inc. from March 2022 to December 2025 and held finance leadership roles at Constellation Brands, Inc. from 2018 to 2022.
Johnston’s annual base salary will be $250,000, with a target performance-based cash incentive of 30% of base salary and a target long-term equity incentive opportunity of 25% of base salary, plus participation in standard benefits. At the September 10, 2025 annual meeting, shareholders re-elected three directors with over 7.7 million votes each, approved executive compensation, and indicated a preference for holding advisory votes on executive pay every 1 year, which the Board adopted, with the next frequency vote to occur no later than the 2031 annual meeting.
Transcat Inc (TRNS) filed a Form 144 notifying the market of a proposed sale of 10,000 common shares with an aggregate market value of $821,200. The sale is to be executed approximately on 08/26/2025 on Nasdaq. The filing shows the seller acquired underlying shares through a direct purchase (324 shares purchased for cash on 11/05/2012) and vested restricted stock units (50,946 shares vested on 08/20/2019 as equity compensation). The issuer has 9,319,079 shares outstanding per the form. The notice includes the standard representation that the seller is not aware of any undisclosed material adverse information about the issuer.
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.
Transcat, Inc. entered into a Transition Agreement with President and CEO Lee D. Rudow to manage his planned retirement and move into an advisory role. Effective March 30, 2025, he will receive a base salary of $741,000 per year, a target bonus of up to 100% of that salary for fiscal 2026, and equity incentive awards with a target value of $2.5 million. He also received 12,500 time-based restricted stock units and 12,500 performance restricted stock units tied to cumulative EBITDA goals in fiscal 2026. Rudow will serve as CEO through the end of fiscal 2026, then act as senior advisor through fiscal 2027 with a base salary of $1.5 million per year and no additional bonus or equity in fiscal 2027, and he is subject to non-compete and non-solicitation restrictions for 24 months after his service ends.