What changed in this filing

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Item 1. Business

2026-05-27 compared with 2025-05-27 · 53 added, 68 removed, 315 unchanged (28% of the section changed)

1 unchanged sentence

Transcat, Inc.

(“Transcat”, the “Company,” “we” or “us”) is a leading provider of accredited calibration services, cost control and optimization services, and distribution and rental of value-added professional grade handheld test, measurement, and control instrumentation.

We are focused on providing services and products to highly regulated industries, particularly the life science industry, which includes pharmaceutical, biotechnology, medical device and other FDA-regulated businesses.

Additional industries served include industrial manufacturing;

energy and utilities, including oil and gas;

chemical manufacturing;

FAA-regulated businesses, including aerospace and defense;

and other industries that require accuracy in their processes, confirmation of the capabilities of their equipment, and for which the risk of failure is very costly.

(“Transcat”, the “Company,” “we” or “us”) is a leading provider of accredited calibration, reliability, maintenance optimization, quality and compliance, validation, Computerized Maintenance Management System (“CMMS”), and pipette services.

The Company is focused on providing best-in-class services and products to highly regulated industries, particularly the life sciences industry, which includes pharmaceutical, biotechnology, medical devices and other FDA-regulated businesses, as well as aerospace and defense and energy and utilities.

Transcat also operates as a leading value-added distributor that markets, sells and rents new and used national and proprietary brand instruments.

We conduct our business through two operating segments:

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We concentrate on attracting new customers in each segment, retaining existing customers and cross-selling to customers to increase our total revenue.

We serve approximately 30,000 customers through our Service and Distribution segments, with approximately

approximately 27,000 customers through our Service and Distribution segments, with approximately

25% of those customers transacting with us through both of our business segments.

Through the Company’s acquisition strategy, we have been focused on building out our business segments, expanding our core calibration business, as well as entering new geographic markets and entering adjacent and complimentary markets.

This has been demonstrated by the acquisitions of Martin Calibration, Inc.

("Martin") and Becnel Rental Tools, LLC ("Becnel") in our fiscal year ended March 29, 2025 ("fiscal year 2025") and Axiom Test Equipment, Inc.

(“Axiom”), SteriQual, Inc.

(“SteriQual”) and TIC-MS, Inc.

("TIC-MS") in our fiscal year ended March 30, 2024 ("fiscal year 2024").

This has been demonstrated by the acquisitions of Essco Calibration Laboratory, LLC (“Essco”) in our fiscal year ended March 28, 2026 (“fiscal 2026” or “fiscal year 2026”) and Martin Calibration, LLC (“Martin”) and Becnel Rental Tools, LLC (“Becnel”) in our fiscal year ended March 29, 2025 (“fiscal 2025” or “fiscal year 2025”).

In April 2026, the Company acquired SCM Metrology and Laboratories S.

("SCM"), a privately held calibration services provider based in Costa Rica.

Through our Service segment, we offer calibration, repair, inspection, analytical qualifications, preventative maintenance, consulting and other related services, a majority of which are processed through our proprietary asset management system, CalTrak® and our online customer portal, C3®.

Our Service model is flexible, and we cater to our customers’ needs by offering a variety of services and solutions including permanent and periodic onsite services, mobile calibration services, pickup and delivery and in-house services.

As of the end of our fiscal year 2025, we operated thirty-three calibration service centers (“Calibration Service Centers”) strategically located across the United States, Puerto Rico, Canada and Ireland.

As of the end of our fiscal year 2026, we operated 33

calibration service centers (“Calibration Service Centers”) strategically located across the United States (including Puerto Rico), Canada and Ireland.

In April 2026, the Company acquired an additional calibration service center in Costa Rica.

We also serve our customers onsite at their facilities for daily, weekly or longer-term periods.

In addition, we have several imbedded customer-site locations that we refer to as “client-based labs,” where we provide calibration services, and in some cases other related services, exclusively for the customer and where we reside and work every day.

We also have a fleet of mobile calibration laboratories that can provide service at customer sites which may not have the space or utility capabilities we require to service their equipment.

Additionally, we have a fleet of mobile calibration laboratories that can provide service at customer sites which may not have the space or utility capabilities we require to service their equipment.

All of our Calibration Service Centers have obtained ISO/IEC 17025:2017 scopes of accreditation.

Our accreditations are the cornerstone of our quality program, which we believe is among the best in the industry.

Our dedication to quality is highly valued by businesses that operate in the industries we serve, particularly those in life science and other regulated industries, and our accreditations provide our customers with confidence that they will receive a consistent and uniform service, regardless of which of our service centers completes the service.

Prior to fiscal year 2024, the Company acquired Cal OpEx Limited (d/b/a Transcat Ireland) which owns all of the issued and outstanding capital stock of its U.S.

based subsidiary, Cal OpEx Inc.

(d/b/a NEXA EAM), a Delaware corporation (collectively, "NEXA").

During fiscal year 2025, NEXA went through a formal rebranding and is now known as Transcat Solutions.

Our dedication to quality is highly valued by businesses that operate in the industries we serve, particularly those in life sciences and other regulated industries, and our accreditations provide our customers with confidence that they will receive a consistent and uniform service, regardless of which one of our service centers completes the service.

Transcat Solutions provides asset management services to the biopharmaceutical industry by leveraging its six service tracks:

(i) calibration, (ii) maintenance and spare, (iii) reliability, (iv) computerized maintenance management systems solutions (“CMMS”), (v) quality and compliance, and (vi) validation.

By delivering these services, Transcat Solutions is able to provide unique value to our end customers in managing their asset portfolios, avoiding asset downtime and helping to accelerate delivery of their life changing products to market, ultimately driving significant cost savings and improved reliability.

(i) calibration, (ii) maintenance and spare, (iii) reliability, (iv) CMMS, (v) quality and compliance, and (vi) validation.

By delivering these services, Transcat Solutions is able to provide unique value to our end customers in managing their asset portfolios, avoiding asset downtime and helping to accelerate delivery of their life-changing products to market, with the goal of ultimately driving significant cost savings and improved reliability.

This Transcat Solutions suite of services, combined with the existing Transcat service offerings, provides a very comprehensive and robust value proposition to existing and new customers, which allows us to manage the complexity that is tied to doing business in these highly regulated industries.

Through our Distribution segment, we sell and rent national and proprietary brand instruments to customers globally.

Through our website, in-house sales team and printed and digital marketing materials, we offer access to more than 75,000

test, measu rement and control instruments, including products from approxima

Through our Distribution segment, we sell and rent national brand instruments to customers globally.

Through our website, in-house sales team and printed and digital marketing materials, we offer access to more than 75,000 test, measurement and control instruments, including products from approximately 400

leading brands.

M ost instruments we sell and rent require calibration service to ensure that they maintain the most precise measurements.

Most instruments we sell and rent require calibration service to ensure that they maintain the most precise measurements.

By having the capability to calibrate these instruments at the time of sale and at regular post-sale intervals, we can give customers a value-added service that most of our competitors are unable to provide.

Calibrating before shipping means the customer can place their instruments into service immediately upon receipt, reducing downtime.

Other value-added options we offer through our Distribution segment include equipment kitting (which is especially valued in the power generation sector), equipment rentals and used equipment sales.

Other value-added options we offer through our Distribution segment include equipment kitting, equipment rentals and used equipment sales.

Our commitment to quality goes beyond the services and products we deliver.

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During fiscal year 2026, we continued our commitment to capital, people and leadership investments, advancing our “Operational Excellence” initiative.

This initiative resulted in increased productivity and operational efficiency and further differentiation from our competitors as we leverage technology, automation, and process improvements to enhance our effectiveness and our customers’ experiences.

This initiative resulted in increased productivity and operational efficiency, improved turnaround times and further differentiation from our competitors as we leverage technology, automation, and process improvements to enhance our effectiveness and our customers’ experiences.

Our Operational Excellence initiative is a multi-year, ever-evolving program designed to create an infrastructure that supports our strategic goals and organic growth over a longer timeframe.

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Together, this allows us to meet the most rigorous quality demands of our most highly regulated customers while simultaneously being nimble enough to meet their business needs.

During fiscal year 2025, we saw a significant erosion in the Transcat Solutions business, highlighting the need to further integrate that business into our existing sales and marketing infrastructure.

Through this integration, we expect to be able to leverage the appropriate resources within the Transcat sales team to ensure appropriate sales pipeline levels and conversions are maintained to support stable and consistent sales growth in the Transcat Solutions business over time.

We expect to continue to grow our Service business organically by taking market share from other third-party providers and original equipment manufacturers (“OEMs”), as well as by targeting the outsourcing of in-house calibration labs as multi-year client-based lab contracts.

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Our Distribution segment strategy is to be the premier distributor and rental source of leading test and measurement equipment while also providing cross-selling opportunities for our Service segment.

Through our vendor relationships we have access to more than 75,000 products, wh ich we market to our existing and prospective customers both with and without value-added service options that are unique to Transcat.

Through our vendor relationships we have access to more than 75,000 products, which we market to our existing and prospective customers both with and without value-added service options that are unique to Transcat.

In addition to offering new products, we offer our customers the options of renting selected test and measurement equipment or buying used equipment, furthering our ability to answer all of our customers’ test and measurement equipment needs.

We continuously evaluate our offerings to add new in-demand vendors or products or remove less relevant vendors and products.

We continuously evaluate our offerings and end markets to add new in-demand vendors or products or remove less relevant vendors and products.

Our equipment rental business continues to be a strong growth offering for us and helps support our distribution and service segment growth strategies.

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This differentiation and diversification strategy has been deliberately instituted in recent years as a means to mitigate the effect of price-driven competition and to lessen the impact that any particular industry or market will have on the overall performance of this segment.

As part of our growth strategy, we completed two acquisitions during our fiscal year 2025 and three acquisitions during our fiscal year 2024:

As part of our growth strategy, we completed one acquisition during our fiscal year 2026 and two acquisitions during our fiscal year 2025:

Effective August 5, 2025, the Company acquired Essco, a privately-held calibration services corporation located in the Boston Metro area that is ISO 17025 certified.

Esso’s presence in Boston made it a prime acquisition candidate for Transcat.

The Company believes that the acquisition of Essco, our largest deal in Transcat history, is a perfect fit into our calibration service portfolio and that it creates a dominant presence for Transcat in the New England market.

Effective December 10, 2024, the Company acquired Martin, a privately-held Minnesota-based Midwest regional calibration services company.

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Becnel is an ISO 9001:2015 certified provider of rental tools and services primarily utilized in the decommissioning and maintenance of oil wells.

Effective August 8, 2023, Transcat purchased all of the outstanding capital stock of Axiom, a privately-held California rental provider of electronic test equipment to customers across the United States.

Effective July 12, 2023, Transcat purchased all of the outstanding capital stock of SteriQual, a Florida based provider of expert consulting services to pharmaceutical, biopharmaceutical, medical device and diagnostic equipment manufacturers.

Effective March 27, 2023, Transcat purchased all of the outstanding capital stock of TIC-MS, a Missouri based provider of calibration services.

Our acquisition strategy primarily targets service businesses that expand our geographic reach, increase the depth and/or breadth of our service and distribution capabilities and expertise and leverage our infrastructure.

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The charts below illustrate Service, Distribution and consolidated revenue over the past five years:

During the fall of 2025, our Board of Directors (the “Board”) formed an independent special committee of the Board to evaluate potential opportunities for value creation during our publicly announced leadership transition.

The special committee engaged a financial advisor to assist with this evaluation and to support our growth strategy.

There can be no assurance that we will pursue any particular strategic opportunity.

While we may use a special committee from time to time to evaluate opportunities, the committee dissolved after concluding its work and we do not expect to provide additional information unless and until we determine further disclosure is appropriate or necessary.

We remain focused on executing our previously communicated strategy for profitable growth and the Board has confidence in our leadership team’s ability to advance our long-term priorities.

Service Segment

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Through our Service segment, we perform recurring periodic calibrations (typically ranging from three-month to twenty-four month intervals) on new and customer-owned instruments.

We perform approximately 850,000 to 900,000 calibrations annually and can address a significant majority of the items requested to be calibrated with our in-house capabilities.

We perform over 1,200,000 calibrations annually and can address a significant majority of the items requested to be calibrated with our in-house capabilities.

For customers’ calibration needs in less common and highly specialized disciplines, we subcontract some calibrations to third-party vendors that have unique or proprietary capabilities.

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We regularly review outsourced services to identify opportunities for in-house capability expansion.

Transcat’s most recent investment in capability expansion includes ground support equipment ("GSE"), an integral role in aircraft operations.

The speed, efficiency, and accuracy of this equipment are crucial factors that help minimize downtime for aircraft before, between, and after flights.

At Transcat, we are proud to offer GSE certification, calibration, maintenance, and repair services for the aviation and aerospace industries.

Transcat’s most recent investment in capability expansion includes advanced liquid flow calibration services.

Flowmeters are essential to accurate measurement and control in a range of applications, from clean water processing to high-purity chemical manufacturing.

This specialized discipline of calibration will enhance our offering to our customers.

Driving Continuous Improvement through Transcat’s Cost Control and Optimization Services, we provide technical, consulting, and staffing solutions in the U.S., Canada, Ireland, Europe, and Asia Pacific to improve asset management programs for our most highly-regulated customers, especially those in the pharmaceutical, biotechnology, and medical device industries.

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We offer an “Integrated Calibration Service Solution” that provides a complete wrap-around service, which can be delivered in the following ways:

In-house services - services are performed at one of our thirty-three Calibration Service Centers (often accompanied by pick-up and delivery services).

In-house services - services are performed at one of our 33 Calibration Service Centers (often accompanied by pick-up and delivery services).

Periodic onsite services - Transcat technicians travel to a customer’s location, including aboard vessels docked at shipyards, and provide bench-top or in-line calibration or laboratory services on predetermined service cycles.

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asset hierarchy development;

PdM plans/task lists;

PM plans/task lists;

CMMS – implementation and migration;

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Commissioning, Qualification and Validation.

Data build for the computerized maintenance and calibration system (CMMS).

Data build for the CMMS.

Reliability Planning.

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Final activities leading to the successful turn-over of the fully completed equipment and systems to the Client in an operationally-ready state.

Inclusive with all the above services, we provide total program management including logistics, remediation and consultation services when needed.

In addition to the services listed above, we provide total program management including logistics, remediation and consultation services when needed.

We strive to provide the broadest accredited calibration offering to our targeted markets, which includes certification of our technicians pursuant to the American Society for Quality standards, complete calibration management encompassing the entire metrology function, and access to our complementary service and product offerings.

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Our strategy includes cross-selling our services within our customer accounts to maximize our revenue opportunities with each customer.

We believe our Cost Control and Optimization services is a scalable business as it requires minimal upfront capital investment, and the services can largely be effectively completed via a virtual workforce.

This allows us to follow our customers geographically and provide a high level of service whether a Transcat physical presence in that geography exists or not.

Proprietary Asset Management Software.

CalTrak® is our proprietary documentation and asset management software which is used to integrate and manage both the workflow of our Calibration Service Centers and our customers’ assets.

CalTrak® is our proprietary documentation and asset management software which is used, in combination with other asset management software, to integrate and manage both the workflow of our Calibration Service Centers and our customers’ assets.

With CalTrak®, we are able to provide our customers with timely and consistent calibration service while optimizing our own efficiencies.

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C3® is validated to 21 CFR Part 820.75 and 21 CFR Part 11 to meet stringent FDA requirements.

Through CalTrak® and C3®, each customer calibration is tracked and automatically cross-referenced to the assets used to perform the calibration, providing traceability.

Through CalTrak®, C3®, and our other technological advancements, each customer calibration is tracked and automatically cross-referenced to the assets used to perform the calibration, providing traceability.

Service Marketing and Sales.

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We target regulated customers with multiple manufacturing operations throughout North America and Ireland.

We leverage our ability to manage the complete life cycle of instrumentation from purchase of calibrated equipment to long-term service and maintenance requirements.

We leverage our ability to manage the complete life cycle of instrumentation from purchase of calibrated equipment to long-term service, maintenance and repair requirements.

Connecting all the dots by using new and used product sales, rentals, and repair and calibration services is the goal of our marketing and sales initiatives.

We also have a team of customer success managers focused on delivering ever-increasing value for our existing customers.

We utilize print media, trade shows and web-based initiatives to market our services to customers and prospective customers with a strategic focus in the highly regulated industries including life science and other FDA-regulated industries, aerospace and defense, energy and utilities, and chemical manufacturing.

We utilize digital media, trade shows and web-based initiatives to market our services to customers and prospective customers with a strategic focus in the highly regulated industries including life science and other FDA-regulated industries, aerospace and defense, energy and utilities, data centers, and chemical manufacturing.

We also target industrial manufacturing and other industries that appreciate the value of quality calibrations.

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The large OEMs may offer specialized services and brand-specific expertise which we do not offer, but they are generally focused on providing specialized services only for their proprietary brands and product lines, rather than servicing an array of brands and product lines as we do.

A large percentage of calibration companies are small businesses that generally do not have a range of capabilities as broad as ours.

A large percentage of calibration companies are small businesses that generally do not have a range of capabilities as broad as ours and have limited geographic coverage.

There are also several companies with whom we compete that have national or regional operations.

We differentiate ourselves from our competitors by demonstrating our commitment to quality, expanding upon the largest 17025 scope of accreditation and calibration capabilities of any commercial calibration laboratory that is tailored to the markets we serve, leveraging a geographical footprint that spans North America, Puerto Rico and Ireland, and providing a comprehensive suite of services that spans many disciplines and hundreds of manufacturers which is not limited to certain product lines or brands.

We differentiate ourselves from our competitors by demonstrating our commitment to quality, expanding upon the largest 17025 scope of accreditation and calibration capabilities of any commercial calibration laboratory that is tailored to the markets we serve, leveraging a geographical footprint that spans North America, including Puerto Rico, Ireland, and now Latin America, with the recent acquisition of SCM in Costa Rica, providing a comprehensive suite of services that spans many disciplines and hundreds of manufacturers which is not limited to certain product lines or brands.

Our unique ability to bundle our products with both Transcat’s Cost Control and Optimization Services and Transcat’s Single Source Solution, provides a high level of differentiation from our competitors.

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We have made investments in our website to implement the latest marketing technologies which allow us to provide an intuitive customer experience, with simple product comparison and quoting, ease at checkout and automated post-order follow-up.

We also operate and maintain several industry-specific service websites, obtained through recent acquisitions.

For example, the URL www.pipettes.com was obtained in connection with the acquisition of TTE Laboratories, Inc.

(now known as pipettes.com).

Pipettes.com focuses on selling pipettes, pipette supplies and related services to customers.

We use a multichannel approach to reach our customers and prospective customers including our master catalog, periodic supplemental catalogs, website, e-newsletters, and other direct sales and marketing programs.

Our digital marketing strategy includes ongoing investment in search engine optimization, application-specific digital content, pay-per-click search engine advertising, and product listings on online marketplaces such as Amazon and Google Shopping.

We continue to invest in back-end technologies designed to provide a seamless customer experience across all our marketing channels.

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Point of sale rebate programs that are based on year-over-year sales performance on a quarterly basis are recorded as earned in the respective quarter.

The Company recorded vendor rebates of $0.9 million in fiscal year 2025 and $0.6 million in fiscal years 2024 and 2023 , respectively, as a reduction of cost of distribution sales.

The Company recorded vendor rebates of $1.4 million in fiscal year 2026, $0.9 million in fiscal year 2025, and $0.6 million in fiscal year 2024, as a reduction of cost of distribution sales.

Distribution Operations.

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INFORMATION REGARDING EXPORT SALES

In fiscal year 2025 , approximately 10% of our total revenue resulted from sales to customers outside the United States.

In fiscal year 2026, less than 10% of our total revenue resulted from sales to customers outside the United States.

Of those export sales in fiscal year 2026, approximately 9% were denominated in U.S.

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Certain recent acquisitions utilize either third-party or their own proprietary calibration management systems.

We continually evaluate when to integrate these acquired systems with a focus on obtaining operational synergies while imposing minimal disruption to customers.

We continually evaluate how and when to integrate these acquired systems with a focus on obtaining operational synergies while imposing minimal disruption to customers.

INTELLECTUAL PROPERTY

federally registered trademarks for Transcat®, CalTrak®, C3®, Procision®, and TIC-MS, INC.

® which we consider to be of material importance to our business.

federally registered trademarks for Transcat®, CalTrak®, C3®, Procision®, Transcat Trust in Every Measure®, Calibrated by Transcat®, and Transcat Biomedical®, which we consider to be of material importance to our business.

The registrations for these trademarks are in good standing with the U.S.

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Our trademark registrations must be renewed at various times, and we intend to renew our trademarks, as necessary, for the foreseeable future.

We have International trademark registrations for TRANSCAT TRUST IN EVERY MEASURE, CALIBRATED BY TRANSCAT, and TRANSCAT BIOMEDICAL, with pending extensions of protection to Canada and the European Union.

We have pending U.S.

trademark applications for TURBOCAL, TRANSCAT TRUST IN EVERY MEASURE, CALIBRATED BY TRANSCAT, and TRANSCAT BIOMEDICAL.

We have International trademark registrations for TRANSCAT TRUST IN EVERY MEASURE, CALIBRATED BY TRANSCAT, and TRANSCAT BIOMEDICAL, with a subsequent designation in the European Union and pending extensions of protection to Canada.

In addition, we own www.transcat.com, www.transcat.ca and www.pipettes.com among other Internet domain names.

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In a 53-week fiscal year, the last quarter is a 14-week period.

Fiscal year 2025 consisted of 52 weeks and fiscal year 2024 consisted of 53 weeks.

Fiscal year 2026 which ends on March 28, 2026 (“fiscal year 2026”) will have 52 weeks.

Fiscal years 2026 and 2025 consisted of 52 weeks, and the fiscal year ended March 30, 2024 ("fiscal year 2024"), consisted of 53 weeks.

Fiscal year 2027 which ends on March 27, 2027 (“fiscal year 2027”) will consist of 52 weeks.

ENVIRONMENTAL MATTERS

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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 1. Business