UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number,
including area code (
| (Former name or former address, if changed since last report) | |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 6, 2026, the Compensation Committee of the Board of Directors of Transcat, Inc. (the “Company”) granted a special one-time equity award to certain of the Company’s executive officers under the Company’s 2021 Stock Incentive Plan (the “Retention Awards”). The Compensation Committee granted Retention Awards to Thomas L. Barbato, Theresa A. Conroy, Michael J. Haddad and Michael W. West consisting of 19,772; 10,380; 5,190; and 12,028 restricted stock units, respectively. The Retention Awards will vest on January 6, 2028, subject to the executive’s continued employment and except as otherwise described in the form of award agreement. The Retention Awards were designed to preserve the continuity of the Company’s leadership team through the transition to a successor chief executive officer and directly incentivize the executives’ continued contributions to the Company.
The foregoing summary of the Retention Awards does not purport to be complete and is qualified in its entirety by reference to the full text of the award agreement governing the Retention Awards, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 7.01 | Regulation FD Disclosure. |
On January 8, 2026, the Company issued a press release regarding the matters described in this Current Report on Form 8-K. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under such section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| #10.1 | Form of Retention Award Agreement | |
| 99.1 | Transcat, Inc. Press Release dated January 8, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
# Management contract or compensatory plan or arrangement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TRANSCAT, INC. | |||
| Dated: January 8, 2026 | By: | /s/ Thomas L. Barbato | |
| Name: | Thomas L. Barbato | ||
| Title: | Senior Vice President of Finance and Chief Financial Officer |