TRANSCAT INC

To assist you in reviewing the proposals to be considered and voted upon at our annual meeting of shareholders (the “Annual Meeting”) to be held on September 10, 2025, we have summarized information contained elsewhere in this proxy statement or in our Annual Report to Shareholders for the fiscal year ended March 29, 2025, which includes our annual report on Form 10-K (the “Annual Report”). This summary does not contain all of the information you should consider about Transcat, Inc. (the “Company,” “we,” “our,” “Transcat”) and the proposals being submitted to shareholders at the Annual Meeting. We encourage you to read the entire proxy statement and Annual Report carefully before voting.

The Annual Meeting

Meeting Agenda and Voting Matters

Directors and Director Nominees

Our Business

We are 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. We conduct our business through two operating segments: service (“Service”) and distribution (“Distribution”).

Company Governance Highlights

Operating Priorities. Our fiscal year ended March 29, 2025 (“fiscal 2025”) was highlighted by mid to high single digit revenue growth across both segments. During fiscal 2025, we completed two acquisitions: Martin Calibration, Inc, a privately-held Minnesota calibration services company; and Becnel Rental Tools, LLC, a privately-held Louisiana provider of rental tools and services used in the decommission and maintenance of oil wells. These acquisitions have expanded our geographic reach, continued to expand our addressable markets, and widened the breadth of our service offerings. We believe our acquisition strategy continues to be a differentiator for us.

Board of Directors. All members of our Board of Directors (the “Board”), except for our President and Chief Executive Officer, Lee Rudow, are considered independent directors. Our Board is composed of talented directors with diverse skill sets. We believe ongoing evaluation and board refreshment are critical for us to execute our long-term strategy and maximize shareholder value. At our 2024 Annual Meeting, we sought and received shareholder approval to declassify the Board with 99% of the votes cast approving that proposal. Beginning with this Annual Meeting, each director nominee elected at an annual meeting will be elected for a one-year term until their respective successors have been duly elected and qualified. As a result, by the annual meeting of shareholders held in 2028, our Board will no longer be classified.

Corporate Governance Guidelines. In May, our Board adopted Corporate Governance Guidelines which reflect the Board's commitment to monitor the effectiveness of policy and decision-making both at the Board and management level, with a view to enhancing long-term shareholder value. A copy of these guidelines can be found on our website, Transcat.com, under the heading “Investor Relations” and the subheading “Corporate Governance.”