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)

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. ☐

As previously reported, on April 1, 2025, Scott D. Deverell notified Transcat, Inc. (the “Company”) of his intention to retire from his position as the Company’s corporate controller and principal accounting officer. Effective as of September 10, 2025, Kristina Johnston was appointed as the Company’s principal accounting officer. Ms. Johnston, age 48, has served as the Company’s controller since June 2025 during the transition of Mr. Deverell’s duties. Ms. Johnston served as Chief Financial Officer of Vintage Wine Estates, Inc., from March 2022 to December 2025 where she focused on public company reporting requirements, finance processes, budgeting and forecasting. Prior to that, Ms. Johnston served as Vice President, Finance Lead at Constellation Brands, Inc. from 2018 to 2022, and various accounting and finance leadership roles over the course of 17 years.

Ms. Johnston’s annual base salary will be $250,000 and her target performance-based cash incentive award will be 30% of her base salary. Payment of Ms. Johnston’s performance-based cash incentive award will be based on the successful achievement of pre-established corporate and individual performance goals. Ms. Johnston is also eligible for a target long-term equity incentive award opportunity of 25% of her base salary. Ms. Johnston is eligible to participate in and/or receive benefits under the Company’s standard benefit programs.

There is no arrangement or understanding between Ms. Johnston and any other person with respect to her appointment, and there are no family relationships between Ms. Johnston and any director or executive officer of the Company. Neither Ms. Johnston nor any of her immediate family members have been a party to any transaction with the Company, nor is any such transaction currently proposed, that would be reportable under Item 404(a) of Regulation S-K.

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