Barbato Thomas L 4

What Happened
Thomas L. Barbato, Senior Vice President Finance & Chief Financial Officer of Transcat, Inc. (TRNS), had performance-based restricted stock units vest and received 1,719 shares on May 27, 2026 (awarded at $0.00). On the same date 760 of those shares were withheld to satisfy tax withholding obligations at $76.45/share (total value $58,102). Additionally, he was granted 3,925 restricted stock units (RSUs) on May 27, 2026 (derivative award, $0.00).

Key Details

• Transaction dates: May 27, 2026 (reported May 28, 2026 — filing appears timely).
• Awards: 1,719 vested shares (performance-based RSUs); 3,925 RSUs granted (derivative).
• Withholding (disposition): 760 shares withheld to cover taxes at $76.45 each = $58,102. This is a tax withholding event (code F), not an open-market sale.
• RSU conversion: These RSUs convert into common stock on a one-for-one basis (footnote).
• Vesting/plan notes: The vested shares resulted from performance-based RSUs granted under the 2021 Stock Incentive Plan that vested after achievement of adjusted EBITDA targets over a three‑year performance period. The new RSUs were granted under the same plan and vest on specified future dates (see filing footnotes).
• Filing/exemption: Awards and grants reported as transactions exempt under Rule 16b-3.
• Shares owned after transaction: Not specified in the provided filing summary.

Context
This filing reflects routine compensation and tax-withholding mechanics: performance-based RSUs vested due to achieved targets, producing common shares, and a portion was withheld to cover tax liabilities (common practice). The 3,925 RSUs are future-service/vesting awards (derivative), not immediate open‑market purchases or sales.