TRANSCAT INC 10-K

ITEM 9A. CONTROLS AND PROCEDURES 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. GAAP. 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. GAAP. 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. 84 Table of Contents 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. 85 Table of Contents 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. 86 Table of Contents 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 May 27, 2026 ITEM 9B. OTHER INFORMATION None . ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 87 Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by this Item 10 is incorporated herein by reference from our proxy statement for our 2026 Annual Meeting of Shareholders under the headings "Proposal One: Election of Directors," "Corporate Governance," “Delinquent Section 16 (a) Reports” and "Executive Officers and Senior Management," which proxy statement will be filed pursuant to Regulation 14A within 120 days after the March 28, 2026 fiscal year end. ITEM 11. EXECUTIVE COMPENSATION The information required by this Item 11 is incorporated herein by reference from our proxy statement for our 2026 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 28, 2026 fiscal year end. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS With the exception of the information presented in the table below, the information required by this Item 12 is incorporated herein by reference from our proxy statement for our 2026 Annual Meeting of Shareholders under the headings "Security Ownership of Certain Beneficial Owners" and "Security Ownership of Management," which proxy statement will be filed pursuant to Regulation 14A within 120 days after the March 28, 2026 fiscal year end. Securities Authorized for Issuance Under Equity Compensation Plans as of March 28, 2026: Equity Compensation Plan Information (In Thousands, Except Per Share Amounts) Number of securities Number of remaining available securities to be for future issuance issued upon under equity exercise of compensation plans outstanding options Weighted-average (excluding and restricted stock exercise price of securities reflected Plan category units outstanding options in column (a)) (a) (b) (c) Equity compensation plans approved by security holders 389 (1) $72.42 (2) 367 (3) Equity compensation plans not approved by security holders - - - Total 389 (1) $72.42 (2) 367 (3) (1) Includes time-vested restricted stock units and performance-based restricted stock units granted to officers and key employees pursuant to our 2003 Plan and 2021 Incentive Plan. See Note 6 to our Consolidated Financial Statements in Item 8 of Part II. (2) The weighted-average exercise price does not take into account the shares issuable upon vesting of outstanding restricted stock units, which do not have an exercise price. (3) There are 100 shares available for grant pursuant to our ESPP. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this Item 13 is incorporated herein by reference from our proxy statement for our 2026 Annual Meeting of Shareholders under the headings “Corporate Governance” and “Certain Relationships and Related Transactions,” which proxy statement will be filed pursuant to Regulation 14A within 120 days after the March 28, 2026 fiscal year end. 88 Table of Contents ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 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. PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) See Index to Financial Statements included in Item 8 of Part II of this report. (b) Exhibits. Index to Exhibits (2) Plan of acquisition, reorganization, arrangement, liquidation or succession ^ 2.1 Agreement and Plan of Merger, dated August 8, 2023, by and among Transcat, Inc., Axiom Test Equipment, LLC, and the other parties thereto is incorporated herein by reference from Exhibit 10.1 to the Company's Registration Statement on Form S-3 (Registration No. 333-274050) filed on August 17, 2023. ^ 2.2 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 ^ 2.3 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. ^ 2.4 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. (3) Articles of Incorporation and Bylaws 3.1(a) The Articles of Incorporation, as amended (the “Articles”), are incorporated herein by reference from Exhibit 4(a) to the Company’s Registration Statement on Form S-8 (Registration No. 33-61665) filed on August 8, 1995. 3.1(b) Certificate of Amendment to the Articles is incorporated herein by reference from Exhibit 3(i) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999. 3.1(c) Certificate of Amendment to the Articles is incorporated herein by reference from Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended March 31, 2012. 3.1(d) 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. 3.2 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 (4) Instruments Defining the Rights of Security Holders 4.1 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. (10) Material contracts # 10.1 Transcat, Inc. 2003 Incentive Plan, as Amended and Restated, is incorporated herein by reference from Appendix A to the Company’s definitive proxy statement filed on July 22, 2011 in connection with the 2011 Annual Meeting of Shareholders. 89 Table of Contents # 10.2 Amendment No. 1 to the Transcat, Inc. 2003 Incentive Plan, as Amended and Restated, is incorporated herein by reference from Appendix B to the Company’s definitive proxy statement filed on July 26, 2013 in connection with the 2013 Annual Meeting of Shareholders. # 10.3 Form of Award Notice for Incentive Stock Options granted under the Transcat, Inc. 2003 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 December 25, 2004 # 10.4 Form of Performance-Based Restricted Stock Unit Award Notice granted under the Transcat, Inc. 2003 Incentive Plan, as Amended and Restated, is incorporated by reference from Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended March 26, 2016. # 10.5 Form of Award Notice of Non-Qualified Stock Option (five-year expiration) granted under the Transcat, Inc. 2003 Incentive Plan, as Amended and Restated, is incorporated herein by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 24, 2017. # 10.6 Form of Award Notice of Long-Term Compensation Award granted under the Transcat, Inc. 2003 Incentive Plan, as Amended and Restated, is incorporated herein by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 24, 2017. # 10.7 Form of Award Notice of Restricted Stock Units and Performance Restricted Stock Units granted pursuant to the Transcat, Inc. 2003 Incentive Plan is incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 24, 2018. # 10.8 Form of Award Notice of Long-Term Compensation Awards granted pursuant to the Transcat, Inc. 2003 Incentive Plan is incorporated herein by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 24, 2018. # 10.9 Form of Award Notice of Director Long-Term Compensation Award granted pursuant to the Transcat, Inc. 2003 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 September 28, 2019. # 10.10 Form of Award Notice of Director Non-Qualified Stock Option Award granted pursuant to the Transcat, Inc. 2003 Incentive Plan is incorporated herein by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2019. # 10.11 Transcat, Inc. 2021 Stock Incentive Plan is incorporated herein by reference from Exhibit 99.3 to the Company’s Post-Effective Amendment No. 1 to Form S-8 (Registration No. 333-191631) filed on October 13, 2021. # 10.12 Form of Award Agreement of Director Long-Term Compensation Award Granted Pursuant to the Transcat, Inc. 2021 Stock Incentive Plan is incorporated herein by reference from Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 25, 2021. # 10.13 Form of Award Notice of Restricted Stock Units and Performance Restricted Stock Units granted pursuant to the Transcat, Inc. 2021 Stock Incentive Plan is incorporated herein by reference from Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the year ended March 26, 2022. # 10.14 Form of Award Notice for Non-Qualified Stock Options granted pursuant to the Transcat, Inc. 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. # 10.15 Transcat, Inc. Post-Retirement Benefit Plan for Officers (Amended and Restated Effective April 2, 2012) is incorporated herein by reference from Exhibit 10.1 to the Company’ s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012. 90 Table of Contents # 10.16 Transcat, Inc. Executive Officer and Director Share Repurchase Plan is incorporated herein by reference from Exhibit 10.1 to the Company ’ s Current Report on Form 8-K filed on November 4, 2011. # 10.17 Transcat, Inc. 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. # 10.18 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. ^ 10.19 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. 10.20 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. 10.21 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. 10.22 Registration Rights Agreement, dated August 8, 2023, by and among Transcat, Inc., Gary F. Shilts, trustee of the Shilts Family 2008 Trust, dated 5/6/2008, Joshua Shilts, Shannon Johnson, trustee of the Shannon and Gloria Johnson Living Trust, and Lavon M. Parrish is incorporated herein by reference from Exhibit 10.2 to the Company's Registration Statement on Form S-3 (Registration No. 333-274050) filed on August 17, 2023. ^ 10.23 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. ^ 10.24 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. #^ 10.25 Transition Agreement, dated as of August 21, 2025, by and between Transcat, Inc. and Lee D. 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. #† 10.26 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. # 10.27 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. # 10.28 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. # 10.29 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. (16) 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. 16.2 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. 91 Table of Contents (19) Insider trading policies and procedures 19.1 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. (21) Subsidiaries of the registrant * 21.1 Subsidiaries (23) Consents of experts and counsel * 23.1 Consent of Deloitte & Touche LLP * 23.2 Consent of Freed Maxick, P.C. (31) Rule 13a-14(a)/15d-14(a) Certifications * 31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * 31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (32) Section 1350 Certifications ** 32.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (97) Policy relating to recovery of erroneously awarded compensation 97.1 Transcat, Inc. 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. 92 Table of Contents (101) Interactive Data File * 101.INS Inline XBRL Instance Document * 101.SCH Inline XBRL Taxonomy Extension Schema Document * 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document * 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document * 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document * 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document * (104) Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed with this report. ** Furnished with this report. # Management contract or compensatory plan or arrangement. ^ Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. 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 ITEM 16. FORM 10-K SUMMARY None. 93 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TRANSCAT, INC. Date: May 27, 2026 /s/ Jaime A. Irick By: Jaime A.Irick President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Date Signature Title May 27, 2026 /s/ Jaime A. Irick Director, President and Chief Executive Officer Jaime A. Irick (Principal Executive Officer) May 27, 2026 /s/ Thomas L. Barbato Senior Vice President of Finance and Thomas L. Barbato Chief Financial Officer (Principal Financial Officer) May 27, 2026 /s/ Kristina L. Johnston Controller and Principal Accounting Officer Kristina L. Johnston (Principal Accounting Officer) May 27, 2026 /s/ Gary J. Haseley Chairman of the Board of Directors Gary J. Haseley May 27, 2026 /s/ Craig D. Cairns Director Craig D. Cairns May 27, 2026 /s/ Dawn DePerrior Director Dawn DePerrior May 27, 2026 /s/ Oksana Dominach Director Oksana Dominach May 27, 2026 /s/ Christopher Gillette Director Christopher Gillette May 27, 2026 /s/ Mbago M. Kaniki Director Mbago M. Kaniki May 27, 2026 /s/ Cynthia Langston Director Cynthia Langston May 27, 2026 /s/ Robert L. Mecca Director Robert L. Mecca 94