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Item 9A. Controls and Procedures

2025-05-27 compared with 2024-05-28 · 36 added, 18 removed, 145 unchanged (27% of the section changed)

3 unchanged sentences

Disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our principal executive officer and principal financial officer to allow timely decisions regarding required disclosure.

Effective December 10, 2024, the Company acquired Martin Calibration Inc.

and effective April 15, 2024, the Company acquired Becnel Rental Tools, LLC.

The financial results of these acquisitions are included in the consolidated financial statements as of and for the year ended March 29, 2025 and represent approximately 6% of total revenues and 6% of total assets excluding intangible assets and goodwill related to the acquisitions, respectively.

Management is currently integrating Martin and Becnel into our operations and internal control processes and, pursuant to the SEC’s guidance that an assessment of a recently acquired business may be omitted from the scope of an assessment in the year of acquisition, the Company is excluding the internal control over financial reporting of Martin and Becnel from its evaluation of the effectiveness of the Company’s disclosure controls and procedures as of March 29, 2025.

Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of such date.

10 unchanged sentences

EXECUTIVE COMPENSATION

The information required by this Item 11 is incorporated herein by reference from our proxy statement for our 2024 Annual Meeting of Shareholders under the headings "Compensation Discussion and Analysis," "Director Compensation," "Compensation Committee Report," "CEO Pay Ratio," and "Pay Versus Performance," which proxy statement will be filed pursuant to Regulation 14A within 120 days after the March 30, 2024 fiscal year end.

The information required by this Item 11 is incorporated herein by reference from our proxy statement for our 2025 Annual Meeting of Shareholders under the headings "Compensation Discussion and Analysis," "Director Compensation," "Compensation Committee Report," and "CEO Pay Ratio," which proxy statement will be filed pursuant to Regulation 14A within 120 days after the March 29, 2025 fiscal year end.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

24 unchanged sentences

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item 14 is incorporated herein by reference from our proxy statement for our 2024 Annual Meeting of Shareholders under the heading “Proposal Three:

The information required by this Item 14 is incorporated herein by reference from our proxy statement for our 2025 Annual Meeting of Shareholders under the heading “Proposal Five:

Ratification of Selection of our Independent Registered Public Accounting Firm,” which proxy statement will be filed pursuant to Regulation 14A within 120 days after the March 29, 2025 fiscal year end.

5 unchanged sentences

333-274050) filed on August 17, 2023.

Agreement and Plan of Merger, dated April 15, 2024, by and among Transcat, Inc., Becnel Rental Tools, LLC, and the other parties thereto.

Agreement and Plan of Merger, dated April 15, 2024, by and among Transcat, Inc., Becnel Rental Tools, LLC, and the other parties thereto is incorporated by reference from Exhibit 2.2 to the Company’ s Annual Report on Form 10-K for the year ended March 30, 2024

Membership Unit Purchase Agreement, dated December 10, 2024, by and among Transcat, Inc., Martin Holding Inc., and Richard L.

Brion is incorporated herein by reference from Exhibit 10.1 to the Company’ s Registration Statement on Form S-3 (Registration No.

333-284412) filed on January 22, 2025.

Articles of Incorporation and Bylaws

4 unchanged sentences

Certificate of Amendment to the Articles is incorporated herein by reference from Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 26, 2015.

Code of Regulations, as amended through May 1, 2019, are incorporated herein by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 3, 2019.

Code of Regulations, as amended through September 11, 2024, is incorporated herein by reference from Exhibit 3.1 to the Company's Current Report on Form 8-K filed on September 13, 2024

Instruments Defining the Rights of Security Holders

Description of Securities is incorporated herein by reference from Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended March 30, 2019.

Description of Securities.

Material contracts

30 unchanged sentences

2021 Stock Incentive Plan is incorporated herein by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 25, 2022.

Second Amended and Restated Credit Facility Agreement, dated as of July 7, 2021, by and between Transcat, Inc.

and Manufacturers and Traders Trust Company is incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 12, 2021.

Lease Agreement between Gallina Development Corporation and Transcat, Inc.

dated November 28, 2017, is incorporated herein by reference from Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the year ended March 31, 2018.

Lease Agreement between AK Leasehold I, LLC and Transcat, Inc.

dated May 21, 2019, is incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 28, 2019.

Transcat, Inc.

4 unchanged sentences

2009 Insider Stock Sales Plan, as amended, is incorporated herein by reference from Exhibit 10.17 to the Company’ s Annual Report on Form 10-K for the year ended March 31, 2012.

Agreement for Severance Upon Change in Control between Transcat, Inc.

Rudow dated as of May 7, 2012 is incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 11, 2012.

Form of Agreement for Severance Upon Change in Control is incorporated herein by reference from Exhibit 10.1 to the Company’ s Current Report on Form 8-K filed on December 23, 2024.

Second Amended and Restated Credit Facility Agreement, dated as of July 7, 2021, by and between Transcat, Inc.

and Manufacturers and Traders Trust Company is incorporated herein by reference from Exhibit 10.1 to the Company’ s Current Report on Form 8-K filed on July 12, 2021.

Lease Agreement between Gallina Development Corporation and Transcat, Inc.

dated November 28, 2017, is incorporated herein by reference from Exhibit 10.19 to the Company’ s Annual Report on Form 10-K for the year ended March 31, 2018.

Lease Agreement between AK Leasehold I, LLC and Transcat, Inc.

dated May 21, 2019, is incorporated herein by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 28, 2019.

Share Purchase Agreement, dated August 31, 2021, by and among Transcat, Inc., John Cummins and Ross Lane is incorporated herein by reference from Exhibit 10.2 to the Company’ s Quarterly Report on Form 10-Q for the quarter ended September 25, 2021.

Amendment to Share Purchase Agreement dated August 31, 2021 by and among Transcat, Inc., John Cummins and Ross Lane, dated September 11, 2023 is incorporated herein by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 12, 2023.

Registration Rights Agreement, dated August 31, 2021, by and among Transcat, Inc., John Cummins and Ross Lane is incorporated herein by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 25, 2021.

First Amendment to Share Purchase Agreement dated August 31, 2021 by and among Transcat, Inc., John Cummins and Ross Lane, dated September 11, 2023 is incorporated herein by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 12, 2023

Second Amendment to Share Purchase Agreement dated August 31, 2021 by and among Transcat, Inc., John Cummins and Ross Lane, dated May 20, 2024, is incorporated herein by reference from Exhibit 10.1 to the Company’ s Current Report on Form 8-K filed on May 20, 2024 (Film No.

Registration Rights Agreement, dated August 8, 2023, by and among Transcat, Inc., Gary F.

2 unchanged sentences

333-274050) filed on August 17, 2023.

Registration Rights Agreement, dated April 15, 2024, by and among Transcat, Inc., Jason Becnel, Mark Becnel, and the other parties thereto.

Registration Rights Agreement, dated April 15, 2024, by and among Transcat, Inc., Jason Becnel, Mark Becnel, and the other parties thereto is incorporated by reference from Exhibit 10.26 to the Company’ s Annual Report on Form 10-K for the year ended March 30, 2024.

Registration Rights Agreement, dated December 10, 2024 by and among Transcat, Inc., Martin Holding Inc., and Richard L.

Brion is incorporated herein by reference from Exhibit 10.2 to the Company’ s Registration Statement on Form S-3 (Registration No.

333-284412) filed on January 22, 2025 .

Separation Agreement, between Transcat, Inc.

and Mark Doheny, dated as of April 5, 2024 is incorporated by reference from Exhibit 10.2 to the Company’ s Current Report on Form 8-K filed on April 9, 2024.

Consulting Agreement, between Transcat, Inc.

and Mark Doheny, dated as of April 8, 2024 is incorporated by reference from Exhibit 10.1 to the Company’ s Current Report on Form 8-K filed on April 9, 2024.

Letter re change in certifying accountant

16.1 Letter from Freed Maxick P.C.

dated February 12, 2025 is incorporated herein by reference from Exhibit 16.1 to the Company’ s Current Report on Form 8-K filed on February 12, 2025.

Insider trading policies and procedures

19.1 Policy on Non-Public Information and Trading in Transcat Securities

Subsidiaries of the registrant

Consents of experts and counsel

Consent of Freed Maxick CPAs, P.C.

Consent of Freed Maxick, P.C.

Rule 13a-14(a)/15d-14(a) Certifications

5 unchanged sentences

Transcat, Inc.

Policy on Recoupment of Incentive Compensation

Policy on Recoupment of Incentive Compensation is incorporated herein by reference from Exhibit 97.1 to the Company’ s Annual Report on Form 10-K filed on May 28, 2024.

Interactive Data File

36 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures