Conroy Theresa A. 4
4 · TRANSCAT INC · Filed May 28, 2026
Research Summary
AI-generated summary of this filing
Transcat (TRNS) CHRO Theresa Conroy Receives RSU Award; 335 Shares Withheld
What Happened
Theresa A. Conroy, Chief Human Resources Officer of Transcat, Inc. (TRNS), reported performance-based restricted stock units (RSUs) vesting and additional RSU awards on May 27, 2026. Specifically, 759 shares were issued upon vesting of performance-based RSUs (acquired at $0.00), 335 shares were withheld/disposed to satisfy tax withholding obligations at $76.45 per share (proceeds/value ≈ $25,611), and 1,382 RSUs were granted as derivative awards that convert one-for-one into common stock. The vested performance RSUs were awarded under the company’s 2021 Stock Incentive Plan and vested based on pre-determined adjusted EBITDA thresholds.
Key Details
- Transaction date: 2026-05-27; filing date: 2026-05-28 (timely Form 4 filing).
- Withheld/disposed: 335 shares at $76.45 each for tax withholding (value ≈ $25,611).
- Issued/acquired: 759 shares from vested performance RSUs (no cash paid).
- Granted (derivative): 1,382 RSUs that convert 1:1 to common stock (future vesting per award).
- Filing notes inclusion of 6 shares from the Employee Stock Purchase Plan (ESPP).
- Footnotes: F1 = performance RSUs vested after meeting adjusted EBITDA targets; F3 = shares withheld for tax obligations; F4 = RSUs convert 1:1; F5–F8 = various future RSU vest dates (Mar 31, 2029; Jan 6, 2028; Mar 25, 2028; Mar 27, 2027).
- Shares owned after the transaction: not specified in the provided filing excerpt.
Context
The 335-share disposition was a tax-withholding action (routine) tied to RSU vesting, not an open-market sale, and therefore should not be interpreted as a directional bet on the stock. The 759 shares reflect performance-based vesting achieved over a three-year performance period; the 1,382 RSUs are new grants that vest on future dates per award notices. Transactions were reported promptly under Rule 16b-3 exemptions for company plan awards.
Insider Transaction Report
- Award
Common Stock, $.50 par value
[F1][F2]2026-05-27+759→ 2,696 total - Tax Payment
Common Stock, $.50 par value
[F3]2026-05-27$76.45/sh−335$25,611→ 2,361 total - Award
Restricted Stock Units
[F4][F5]2026-05-27+1,382→ 1,382 totalExercise: $0.00→ Common Stock, $.50 par value (1,382 underlying)
- 10,380
Restricted Stock Units
[F4][F6]Exercise: $0.00→ Common Stock, $.50 par value (10,380 underlying) - 1,098
Restricted Stock Units
[F4][F7]Exercise: $0.00→ Common Stock, $.50 par value (1,098 underlying) - 783
Restricted Stock Units
[F4][F8]Exercise: $0.00→ Common Stock, $.50 par value (783 underlying) - 2,000
Stock Option (Right to Buy)
[F9]Exercise: $63.17Exp: 2027-05-25→ Common Stock, $.50 par value (2,000 underlying)
Footnotes (9)
- [F1]These shares were awarded to Ms. Conroy upon the vesting of performance-based restricted stock units granted to her under the Transcat, Inc. 2021 Stock Incentive Plan, as amended (the "Plan"), in a transaction exempt under Rule 16b-3. The shares underlying this award vested after three years based on the Company's achievement of certain pre-determined adjusted EBITDA thresholds over the eligible three-year period that ended in fiscal year 2026.
- [F2]Includes 6 shares acquired under the Transcat, Inc. Employee Stock Purchase Plan.
- [F3]Shares withheld to cover tax withholding obligations on the vesting of performance-based restricted stock units.
- [F4]These restricted stock units ("RSUs") convert into common stock on a one-for-one basis.
- [F5]These RSUs were granted under the Plan in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award notice, vest on March 31, 2029.
- [F6]These RSUs vest on January 6, 2028, except as otherwise provided in the award notice.
- [F7]These RSUs vest on March 25, 2028, except as otherwise provided in the award notice.
- [F8]These RSUs vest on March 27, 2027, except as otherwise provided in the award notice.
- [F9]This option is fully exercisable as of the date of this report.