Conroy Theresa A. 4

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.