What changed in this filing

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Item 9A. Controls and Procedures

2026-05-27 compared with 2025-05-27 · 84 added, 27 removed, 154 unchanged (42% of the section changed)

CONTROLS AND PROCEDURES

(a) Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures.

Our principal executive officer and our principal financial officer evaluated our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934, as amended, (“Exchange Act”) Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report.

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.

(b) Management ’ s Annual Report on Internal Control over Financial Reporting.

Management's report on internal control over financial reporting and the attestation report of our independent registered public accounting firm on our internal control over financial reporting are set forth in Item 8 of this Annual Report on Form 10-K and are incorporated by reference herein.

There has been no change in our internal control over financial reporting that occurred during the last fiscal quarter covered by this annual report (our fourth fiscal quarter) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Evaluation of Disclosure Controls and Procedures

Under the supervision, and with the participation of our current management, including our Chief Executive Officer (our principal executive officer) (“CEO”) and our Chief Financial Officer (our principal financial officer) (“CFO”), we evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report.

Based on this evaluation of our disclosure controls and procedures, our CEO and our CFO have concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report because of certain material weaknesses in internal control over financial reporting, as further described below.

Notwithstanding the conclusion by our CEO and CFO that our disclosure controls and procedures as of the end of the period covered by this report were not effective, and notwithstanding the material weaknesses in our internal control over financial reporting described below, management believes that the consolidated financial statements and related financial information included in this Annual Report on Form 10-K fairly present in all material respects our financial condition, results of operations and cash flows as of the dates presented, and for the periods ended on such dates, in conformity with U.S.

Management ’ s Report on Internal Control Over Financial Reporting

Management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act and based upon the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO Framework”)).

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with U.S.

Effective August 5, 2025, the Company acquired Essco Calibration Laboratory (“Essco”).

Management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of March 28, 2026, the internal controls of Essco, which represent 2.3% of our total assets exclusive of acquired intangible assets and goodwill and 4.5% of our consolidated revenues included in the consolidated financial statements of the Company as of and for the fiscal year ended March 28, 2026.

This exclusion is permitted under the rules of the Securities and Exchange Commission.

Based on its assessment, management concluded that the Company’s internal control over financial reporting was not effective as of the end of the period covered by this report, due to the material weaknesses described below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that a reasonable possibility exists that a material misstatement of the Company’s annual or interim financial statements would not be prevented or detected on a timely basis.

We did not maintain an effective Control Environment based on the criteria established in the COSO Framework and identified deficiencies in the principles associated with the Control Environment and Control Activities components of the COSO Framework that constitute material weaknesses, either individually or in the aggregate.

Specifically, we failed to maintain sufficient qualified resources with the appropriate level of knowledge, experience, and training necessary to support accounting and financial reporting processes and controls.

The material weakness in the Control Environment contributed to the following Control Activities’ material weaknesses:

We did not design and maintain adequate controls within the revenue process that resulted in material weaknesses, either individually or in the aggregate, over (a) management’s review of established pricing and contract terms to support recorded revenue, (b) review of the completeness and accuracy of customer order entry, quantity and pricing, and (c) the determination of the appropriate period for revenue recognition.

Remediation Plan

We initiated and will continue to implement measures designed to improve our internal control over financial reporting to remediate these material weaknesses with oversight from the Audit Committee of the Board of Directors, including the following:

We will continue to hire qualified professionals to strengthen the design, implementation and execution of internal controls.

We are enhancing the design of existing controls and implementing new controls related to pricing and contract terms, customer order entry and revenue recognition.

We will continue to provide training to control owners emphasizing the importance of timely and proper execution of their assigned control activities.

We will continue to augment our internal resources by engaging external consultants with technical experience in accounting and financial reporting until our controls are designed and implemented.

We are evaluating process improvements and technology solutions to reduce reliance on manual controls and enhance our internal control activities for financial reporting.

We are committed to the remediation of these material weaknesses and expect to successfully implement enhanced control processes.

However, as we continue to evaluate and work to improve our internal control over financial reporting, we may determine that additional measures to address control deficiencies or modifications to the remediation plan are necessary.

The effectiveness of internal control over financial reporting, as of the end of the period covered by this report, has been audited by the Company’s independent registered public accounting firm, as stated in their attestation report included herein.

Changes in Internal Controls Over Financial Reporting

The Company is in the process of implementing internal control procedures related to the acquired business and expects this to be completed during fiscal 2027.

Except as noted in the previous sentence and as set forth above in connection with our material weaknesses, there were no other changes to internal controls over financial reporting that occurred during the Company’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Transcat, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Transcat, Inc.

and subsidiaries (the “Company”) as of March 28, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, because of the effect of the material weaknesses identified below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of March 28, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the fiscal year ended March 28, 2026, of the Company and our report dated May 27, 2026, expressed an unqualified opinion on those financial statements.

As described in Management’s Annual Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Essco Calibration Laboratory, LLC (“Essco”), which was acquired on August 5, 2025, and whose financial statements constitute 2.3% of total assets (exclusive of acquired intangible assets and goodwill) and 4.5% of revenues of the consolidated financial statement amounts as of and for the fiscal year ended March 28, 2026.

Accordingly, our audit did not include the internal control over financial reporting at Essco Calibration Laboratory, LLC.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Material Weaknesses

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weaknesses have been identified and included in management's assessment:

The Company did not maintain an effective control environment or effective control activities based on the criteria established by COSO.

Specifically, the Company did not maintain sufficient qualified personnel with the requisite knowledge, experience, and training to support its accounting and financial reporting processes and related controls.

In addition, the Company did not design and maintain effective control activities within the revenue process to mitigate risks to an acceptable level, including controls over the review of established pricing and contract terms supporting recorded revenue, the completeness and accuracy of customer order entry data, including quantity and pricing, and the determination of the appropriate period for revenue recognition.

These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the fiscal year ended March 28, 2026 of the Company, and this report does not affect our report on such financial statements.

/s/ Deloitte & Touche LLP

Rochester, New York

OTHER INFORMATION

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

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:

The information required by this Item 14 is incorporated herein by reference from our proxy statement for our 2026 Annual Meeting of Shareholders under the heading “Proposal Three:

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 28, 2026 fiscal year end.

9 unchanged sentences

333-284412) filed on January 22, 2025.

Membership Unit Purchase Agreement, dated August 5, 2025, by and among Transcat, Inc., Essco Holdings Inc., and Michael Walsh, individually and as trustee of the Michael Walsh Revocable Trust of 2020 is incorporated herein by reference from Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2025.

Articles of Incorporation and Bylaws

6 unchanged sentences

Instruments Defining the Rights of Security Holders

Description of Securities.

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 29, 2025.

Material contracts

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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.

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.

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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.

Credit Agreement, dated as of July 29, 2025, by and among Transcat Inc., the guarantors party thereto, Manufacturers and Traders Trust Company, Wells Fargo Securities, LLC, and the other lenders party thereto is incorporated herein by reference from Exhibit 10.1 to the Company ’ s Quarterly Report on Form 10-Q for the quarter ended June 28, 2025.

Transition Agreement, dated as of August 21, 2025, by and between Transcat, Inc.

Rudow is incorporated herein by reference from Exhibit 10.2 to the Company ’ s Quarterly Report on Form 10-Q for the quarter ended September 27, 2025.

Special Equity Award Notice, dated as of August 21, 2025, granted pursuant to the Transcat, Inc.

2021 Stock Incentive Plan to Lee D.

Rudow is incorporated herein by reference from Exhibit 10.3 to the Company ’ s Quarterly Report on Form 10-Q for the quarter ended September 27, 2025.

Form of Retention Award Agreement is incorporated herein by reference from Exhibit 10.1 to the Company ’ s Current Report on Form 8-K filed on January 8, 2026.

Executive Employment Agreement, between Transcat, Inc.

and Jaime Irick, effective as of March 29, 2026 is incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 9, 2026.

Form of Indemnification Agreement is incorporated by reference from Exhibit 10.2 to the Company ’ s Current Report on Form 8-K filed on March 9, 2026.

Letter re change in certifying accountant

1 unchanged sentence

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.

Letter from Freed Maxick P.C.

dated June 2, 2025 is incorporated herein by reference from Exhibit 16.1 to the Company’s Amended Current Report on Form 8-K filed on June 2, 2025.

Insider trading policies and procedures

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

Policy on Non-Public Information and Trading in Transcat Securities is incorporated herein by reference from Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the year ended March 29, 2025.

Subsidiaries of the registrant

Consents of experts and counsel

Consent of Deloitte & Touche LLP

Consent of Freed Maxick, P.C.

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(104) Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Exhibit filed with this report.

Filed with this report.

Furnished with this report.

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The Company will furnish a copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request.

Certain portions of this exhibit have been omitted (indicated by asterisks) pursuant to Item 601(b) of Regulation S-K, because such omitted information is (i) not material and (ii) the type of information that the Company treats as private or confidential

FORM 10-K SUMMARY

1 unchanged sentence

TRANSCAT, INC.

Jaime A.Irick

President and Chief Executive Officer

6 unchanged sentences

(Principal Financial Officer)

/s/ Kristina L.

Controller and Principal Accounting Officer

7 unchanged sentences

Christopher Gillette

/s/ Charles P.

/s/ Cynthia Langston

2 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