TRANSCAT INC

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

**CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Transcat, Inc.

(Exact name of registrant as specified in its charter)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

On December 18, 2024, Transcat, Inc. (the “Company”) entered into an agreement for severance upon change in control (the “Agreement”) with each of Lee D. Rudow, the Company’s Chief Executive Officer, Thomas L. Barbato, the Company’s Chief Financial Officer, and Theresa A. Conroy, the Company’s Senior Vice President, Human Resources.

The Agreement entitles the officer to certain payments and benefits if there is a Change in Control (as defined below), and the officer’s employment is terminated for any reason (other than voluntary resignation, death, total disability, normal retirement or termination for certain reasons) during the 24-month period after the agreement for or announcement of the proposed Change in Control. If there is a Change in Control, the officer will be entitled to their full salary, bonus (at greater of target or amounts accrued) and benefits (to the extent their continued participation is possible under the general terms and provisions of such plans and programs) for a certain period after the date of termination of their employment. For Mr. Rudow, Mr. Barbato, and Ms. Conroy, this period is 24 months, 12 months, and 6 months, respectively. In addition, all stock grants, option grants, stock appreciation rights or similar equity arrangements or long-term performance awards (to be settled in either equity or cash) will immediately vest (with performance awards vesting at the greater of the amounts accrued for such payments or target) and any option exercise periods will be extended for the term of the option.

Change in Control is defined in the Agreement to occur upon any of the following events:

(i) the Company is merged or consolidated with another entity and as a result less than 50% of the outstanding