UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark one)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: March 2928, ~~2025~~2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______to ______

Commission File Number: 000-03905

TRANSCAT, INC.

(Exact name of registrant as specified in its charter)

Ohio

16-0874418

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

35 Vantage Point Drive, Rochester, New York 14624

(Address of principal executive offices) (Zip Code)

(585) 352-7777

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.50 par value		TRNS		Nasdaq Global Market

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☐
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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on September 27, ~~2024~~2025 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $1670 million.1 ~~billion.~~ The market value calculation was determined using the closing sale price of the registrant’s common stock on September 2726, ~~2024~~2025, as reported on the Nasdaq Global Market.

The number of shares of common stock of the registrant outstanding as of May 2225, ~~2025~~2026 was 9,~~317~~340,~~682~~698.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement relating to the Annual Meeting of Shareholders expected to be held on September 109, ~~2025~~2026 have been incorporated by reference into Part III, Items 10, 11, 12, 13 and 14 of this report.

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TABLE OF CONTENTS

		Page
Cautionary Note Regarding Forward-Looking Statements		1
Part I
Item 1.	Business	2
Item 1A.	Risk Factors	1415
Item 1B.	Unresolved Staff Comments	2425
Item 1C.	Cybersecurity	2425
Item 2.	Properties	2627
Item 3.	Legal Proceedings	2728
Item 4.	Mine Safety Disclosures	2728
Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2728
Item 6.	[Reserved]	2728
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2728
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	4143
Item 8.	Financial Statements and Supplementary Data	4244
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	7884
Item 9A.	Controls and Procedures	7884
Item 9B.	Other Information	7887
Item 9C.	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	7887
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	7988
Item 11.	Executive Compensation	7988
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	7988
Item 13.	Certain Relationships and Related Transactions, and Director Independence	7988
Item 14.	Principal Accountant Fees and Services	8089
Part IV
Item 15.	Exhibits and Financial Statement Schedules	8089
Item 16.	Form 10-K Summary	8493
Signatures		8594

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Forward-Looking Statements. This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to expectations, estimates, beliefs, assumptions and predictions of future events and are identified by words such as “aim,” “anticipates,” “believes,” “can,” “could,” “designed,” “estimates,” “expects,” “focus,” “goal,” “intends,” “may,” “plan,” “outlook,” “opportunity,” “potential,” “seek,” “should,” “strategy,” “strive,” “target,” “will,” “would,” and other similar words. Forward-looking statements are not statements of historical fact and thus are subject to risks, uncertainties and other factors that could cause actual results to differ materially from historical results or those expressed in such forward-looking statements. You should evaluate forward-looking statements in light of important risk factors and uncertainties that may affect our operating and financial results and our ability to achieve our financial objectives.

These factors include, but are not limited to:

●

general economic conditions applicable to our business, including impacts from the ongoing inflationary environment,

●

the highly competitive nature of the industries in which we compete,

●

the significant competition we face in our Distribution segment,

●

the concentration of Service segment customers in the life science and other FDA-regulated businesses, as well as the industrial manufacturing, aerospace, defense, energy and utilities industries,

●

any impairment of our goodwill or intangible assets,

●

tariffs and changing trade relations, regional and international conflicts and political conditions,

●

negative publicity and other reputational harm,

●

our ability to successfully complete and integrate business acquisitions,

●

potential unexpected liabilities associated with companies we acquire,

●

cybersecurity risks, including the risk of significant disruptions in our information technology systems,

●

our ability to recruit, train and retain quality employees, skilled technicians and senior management,

●

our ability to achieve or maintain adequate utilization and pricing rates for our technical service providers,

●

the prices we are able to charge for our services in our Service segment,

●

our ability to adapt our technology,

●

reliance on our enterprise resource planning system,

●

supply chain delays, disruptions or product shortages,

●

the risks related to current and future indebtedness,

●

foreign currency rate fluctuations,

●

risks related to protecting our intellectual property,

●

the impact of adverse weather events or other catastrophes, natural disasters or widespread public health crises, pandemics or other epidemics,

●

fluctuations in our operating results,

●

the volatility of our stock price and the relatively low trading volume of our common stock,

● our ability to remediate internal control deficiencies and maintain an effective system of internal control over financial reporting and our ability to produce timely and accurate financial statements, ● changes in tax rates, accounting standards, legal requirements and listing standards, and

●

legal and regulatory risks related to our international operations.

These risk factors and uncertainties are more fully described by us under the heading “Risk Factors” in Item IA. of Part I of this report. You should not place undue reliance on our forward-looking statements, which speak only as of the date they are made. Except as required by law, we undertake no obligation to update, correct or publicly announce any revisions to any of the forward-looking statements contained in this report, whether as a result of new information, future events or otherwise.

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PART I

ITEM 1. BUSINESS

BUSINESS OVERVIEW

Transcat, Inc. (“Transcat”, the “Company,” “we” or “us”) is a leading provider of accredited calibration, ~~services~~reliability, ~~cost control and~~ maintenance optimization ~~services~~, ~~and~~quality ~~distribution~~ and ~~rental~~compliance, ofvalidation, ~~value-added~~Computerized ~~professional~~Maintenance ~~grade~~Management ~~handheld~~System ~~test~~(“CMMS”), ~~measurement,~~ and ~~control~~pipette ~~instrumentation~~services. WeThe ~~are~~Company is focused on providing best-in-class services and products to highly regulated industries, particularly the life ~~science~~sciences industry, which includes pharmaceutical, biotechnology, medical ~~device~~devices and other FDA-regulated businesses., ~~Additional~~as ~~industries~~well ~~served~~as aerospace ~~include~~and ~~industrial~~defense ~~manufacturing;~~ and energy and utilities,. ~~including~~Transcat ~~oil~~also ~~and~~operates ~~gas;~~as ~~chemical~~a ~~manufacturing;~~leading ~~FAA~~value-~~regulated~~added ~~businesses,~~distributor ~~including aerospace and defense; and other industries~~ that ~~require accuracy in their processes~~markets, ~~confirmation~~sells ofand ~~the~~rents ~~capabilities~~new ofand ~~their~~used ~~equipment,~~national and ~~for~~proprietary ~~which~~brand ~~the risk of failure is very costly~~instruments.

We conduct our business through two operating segments: service (“Service”) and distribution (“Distribution”). See Note 7 to our Consolidated Financial Statements in this report for financial information for these segments. We concentrate on attracting new customers in each segment, retaining existing customers and cross-selling to customers to increase our total revenue. We serve approximately 3027,000 customers through our Service and Distribution segments, with approximately 20% to 25% of those customers transacting with us through both of our business segments.

Through the Company’s acquisition strategy, we have been focused on building out our business segments, expanding our core calibration business, as well as entering new geographic markets and entering adjacent and complimentary markets. This has been demonstrated by the acquisitions of ~~Martin~~Essco Calibration Laboratory, ~~Inc.~~LLC ("“Essco”) in our fiscal year ended March 28, 2026 (“fiscal 2026” or “fiscal year 2026”) and Martin" Calibration, LLC (“Martin”) and Becnel Rental Tools, LLC ("“Becnel"”) in our fiscal year ended March 29, 2025 ("“fiscal 2025” or “fiscal year 2025"”). In ~~and~~April ~~Axiom~~2026, ~~Test~~the ~~Equipment,~~Company ~~Inc. (“Axiom”), SteriQual,~~acquired ~~Inc. (“SteriQual”)~~SCM Metrology and ~~TIC-MS,~~ ~~Inc~~Laboratories S. A. ("~~TIC-MS~~SCM"), ina ~~our~~privately ~~fiscal~~held ~~year~~calibration ~~ended~~services ~~March~~provider ~~30,~~based ~~2024~~in ~~("fiscal~~Costa ~~year 2024")~~Rica.

Through our Service segment, we offer calibration, repair, inspection, analytical qualifications, preventative maintenance, consulting and other related services, a majority of which are processed through our proprietary asset management system, CalTrak® and our online customer portal, C3®. Our Service model is flexible, and we cater to our customers’ needs by offering a variety of services and solutions including permanent and periodic onsite services, mobile calibration services, pickup and delivery and in-house services. As of the end of our fiscal year ~~2025~~2026, we operated ~~thirty-three~~ 33 calibration service centers (“Calibration Service Centers”) strategically located across the United States, (including Puerto Rico), Canada and Ireland. In April 2026, the Company acquired an additional calibration service center in Costa Rica. We also serve our customers onsite at their facilities for daily, weekly or longer-term periods. In addition, we have several imbedded customer-site locations that we refer to as “client-based labs,” where we provide calibration services, and in some cases other related services, exclusively for the customer. ~~and~~Additionally, ~~where~~ we ~~reside and work every day. We also~~ have a fleet of mobile calibration laboratories that can provide service at customer sites which may not have the space or utility capabilities we require to service their equipment.

All of our Calibration Service Centers have obtained ISO/IEC 17025:2017 scopes of accreditation. Our accreditations are the cornerstone of our quality program, which we believe is among the best in the industry. Our dedication to quality is highly valued by businesses that operate in the industries we serve, particularly those in life ~~science~~sciences and other regulated industries, and our accreditations provide our customers with confidence that they will receive a consistent and uniform service, regardless of which one of our service centers completes the service.

~~Prior to fiscal year 2024, the Company acquired Cal OpEx Limited (d/b/a~~ Transcat Ireland) which owns all of the issued and outstanding capital stock of its U.S. based subsidiary, Cal OpEx Inc. (d/b/a NEXA EAM), a Delaware corporation (collectively, "NEXA"). During fiscal year 2025, NEXA went through a formal rebranding and is now known as Transcat Solutions~~. Transcat Solutions~~ provides asset management services to the biopharmaceutical industry by leveraging its six service tracks: (i) calibration, (ii) maintenance and spare, (iii) reliability, (iv) ~~computerized maintenance management systems solutions (“~~CMMS”), (v) quality and compliance, and (vi) validation. By delivering these services, Transcat Solutions is able to provide unique value to our end customers in managing their asset portfolios, avoiding asset downtime and helping to accelerate delivery of their life -changing products to market, with the goal of ultimately driving significant cost savings and improved reliability. This Transcat Solutions suite of services, combined with the existing Transcat service offerings, provides a very comprehensive and robust value proposition to existing and new customers, which allows us to manage the complexity that is tied to doing business in these highly regulated industries.

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Through our Distribution segment, we sell and rent national ~~and proprietary~~ brand instruments to customers globally. Through our website, in-house sales team and printed and digital marketing materials, we offer access to more than 75,000 test, measurement and control instruments, including products from ~~approxima tely~~approximately 400 leading brands. Most instruments we sell and rent require calibration service to ensure that they maintain the most precise measurements. By having the capability to calibrate these instruments at the time of sale and at regular post-sale intervals, we can give customers a value-added service that most of our competitors are unable to provide. Calibrating before shipping means the customer can place their instruments into service immediately upon receipt, reducing downtime. Other value-added options we offer through our Distribution segment include equipment kitting ~~(which is especially valued in the power generation sector)~~, equipment rentals and used equipment sales.

Our commitment to quality goes beyond the services and products we deliver. Our sales, customer service and support teams provide expert advice, application assistance and technical support to our customers. Since calibration is an intangible service, our customers rely on us to uphold high standards and provide integrity in our people and processes.

Our customers include leading manufacturers in the life science/pharmaceutical, energy, defense, aerospace and industrial process control sectors. We believe our customers do business with us because of our integrity and commitment to quality service, our broad range of product and service offerings, our proprietary asset management system, CalTrak®, and our online customer portal, C3®. In our fiscal years ~~2025~~2026 and ~~2024~~2025, no customer or controlled group of customers accounted for 53% or more of our total revenue. The loss of any single customer would not have a material adverse effect on our business, cash flows, balance sheet, or results of operations.

Transcat was incorporated in Ohio in 1964. We are headquartered in Rochester, New York. Our executive offices are located at 35 Vantage Point Drive, Rochester, New York 14624. Our telephone number is 585-352-7777. Our website is www.transcat.com. Information available on our website is not a part of, and is not incorporated into, this Annual Report on Form 10-K. We trade on the Nasdaq Global Market under the ticker symbol “TRNS”.

OUR STRATEGY

Our two operating segments are highly complementary in that their offerings are of value to customers within the same industries. Our strategy is to leverage the complementary nature of our operating segments in ways that add value for all customers who select Transcat as their source for test and measurement equipment and/or calibration and laboratory instrument services. We strive to differentiate ourselves within the markets we serve and build on our competitive advantages by offering a broad range of products and services and by integrating these solutions in a value-added manner to benefit our customers’ operations.

During fiscal year ~~2025~~2026, we continued our commitment to capital, people and leadership investments, advancing our “Operational Excellence” initiative. This initiative resulted in increased productivity and operational efficiency, improved turnaround times and further differentiation from our competitors as we leverage technology, automation, and process improvements to enhance our effectiveness and our customers’ experiences. Our Operational Excellence initiative is a multi-year, ever-evolving program designed to create an infrastructure that supports our strategic goals and organic growth over a longer timeframe. We also continued Transcat University’s "build-a-tech" program. This program attracts fresh talent to the organization and provides training and career advancement opportunities for our existing employees.

Within the Service segment, our strategy is to drive double-digit revenue growth through both organic expansion and acquisitions. We have adopted an integrated sales model to drive sales, leverage our industry leading value proposition, which includes Transcat Solutions, and capitalize on the cross-selling opportunities between our two segments, especially leveraging our Distribution relationships to develop new Service relationships. We leverage these relationships with our unique value proposition which resonates strongly with customers who rely on accredited calibration services and/or laboratory instrument services to maintain the integrity of their processes and/or meet the demands of regulated business environments. Our customer base values our superior quality programs and requires precise measurement capability in their processes to minimize risk, waste and defects. We execute this strategy by leveraging our quality programs, metrology expertise, geographical footprint, qualified technicians, breadth of capabilities, and tailored service delivery options. Together, this allows us to meet the most rigorous quality demands of our most highly regulated customers while simultaneously being nimble enough to meet their business needs.

During fiscal year 2025, we saw a significant erosion in the Transcat Solutions business, highlighting the need to further integrate that business into our existing sales and marketing infrastructure. Through this integration, we expect to be able to leverage the appropriate resources within the Transcat sales team to ensure appropriate sales pipeline levels and conversions are maintained to support stable and consistent sales growth in the Transcat Solutions business over time. 3

3Table of Contents

~~Table~~We expect to continue to grow our Service business organically by taking market share from other third-party providers and original equipment manufacturers (“OEMs”), as well as by targeting the outsourcing of ~~Contents~~ in-house calibration labs as multi-year client-based lab contracts. We believe an important element in taking market share is our ability to expand into new technical capabilities and adjacent service solutions that are in demand by our current and target customer base.

WeThe ~~expect~~other tocomponent ~~continue~~ to ~~grow~~ our Service ~~business~~growth ~~organically~~strategy byis ~~taking~~acquisitions. ~~market~~There ~~share~~are ~~from~~three ~~other~~drivers ~~third-party~~of ~~providers~~our ~~and~~acquisition ~~original~~strategy: ~~equipment~~geographic ~~manufacturers (“OEMs”)~~expansion, asincreased ~~well~~capabilities asand byexpertise, ~~targeting~~and ~~the~~infrastructure ~~outsourcing~~leverage. ofWe ~~in-house~~are ~~calibration~~disciplined ~~labs~~in asour ~~multi-year~~approach ~~client-based~~to ~~lab~~selecting ~~contracts~~target companies. WeThrough our ~~believe~~Operational anExcellence ~~important~~initiative, ~~element~~we inhave ~~taking~~invested ~~market~~in ~~share~~dedicated isresources ~~our ability~~ to ~~expand~~focus ~~into~~on ~~new~~strengthening ~~technical~~our ~~capabilities~~acquisition ~~and~~integration ~~adjacent~~process, ~~service~~allowing ~~solutions~~us ~~that~~to ~~are~~capitalize inon ~~demand~~acquired bysales ~~our~~and ~~current~~cost ~~and~~synergies ~~target~~at ~~customer~~a ~~base~~faster pace.

~~The~~Our ~~other~~Distribution ~~component~~segment strategy is to be the premier distributor and rental source of leading test and measurement equipment while also providing cross-selling opportunities for our Service ~~growth~~segment. Through ~~strategy~~our isvendor ~~acquisitions.~~relationships ~~There~~we ~~are~~have ~~three~~access ~~drivers~~to ofmore than 75,000 products, which we market to our ~~acquisition~~existing ~~strategy:~~and ~~geographic~~prospective ~~expansion,~~customers ~~increased~~both ~~capabilities~~with and ~~expertise~~without value-added service options that are unique to Transcat. In addition to offering new products, we offer our customers the options of renting selected test and ~~infrastructure~~measurement ~~leverage.~~equipment Weor ~~are~~buying ~~disciplined~~used inequipment, furthering our ~~approach~~ability to ~~selecting~~answer ~~target~~all ~~companies.~~of ~~Through~~our customers’ test and measurement equipment needs. We continuously evaluate our ~~Operational~~offerings ~~Excellence~~and ~~initiative,~~end wemarkets ~~have~~to ~~invested~~add new in-demand ~~dedicated~~vendors ~~resources~~or toproducts ~~focus~~or onremove ~~strengthening~~less ~~our~~relevant ~~acquisition~~vendors ~~integration~~and ~~process,~~products. ~~allowing~~Our usequipment rental business continues to ~~capitalize~~be ona ~~acquired~~strong ~~sales~~growth offering for us and ~~cost~~helps ~~synergies~~support atour adistribution ~~faster~~and ~~pace~~service segment growth strategies. Having new, used and rental equipment further differentiates us from our Service segment competitors.

~~Our~~We ~~Distribution~~see ~~segment~~these ~~strategy~~various ismethods toof bemeeting ~~the~~our ~~premier~~Distribution ~~distributor~~customers’ ~~and~~needs ~~rental~~as ~~source~~a ofway ~~leading~~to ~~test~~differentiate ourselves and ~~measurement~~to ~~equipment~~diversify ~~while~~this ~~also providing cross-selling opportunities for our Service~~ segment~~. Through~~’s ~~our~~customer ~~vendor~~base ~~relationships~~from weits ~~have~~historically ~~access~~niche ~~to more than 75,000 products, which we~~ market. toThis ~~our~~differentiation ~~existing~~ and ~~prospective~~diversification ~~customers~~strategy ~~both~~has ~~with~~been ~~and~~deliberately ~~without~~instituted ~~value-added~~in ~~service~~recent ~~options~~years ~~that~~as ~~are~~a ~~unique~~means to ~~Transcat. In~~mitigate ~~addition to offering new products, we offer our customers~~ the ~~options~~effect of ~~renting~~price-driven ~~selected~~competition ~~test~~ and ~~measurement equipment or buying used equipment, furthering our ability~~ to ~~answer~~lessen ~~all~~the ofimpact ~~our~~that ~~customers’~~any ~~test~~particular ~~and~~industry ~~measurement equipment needs. We continuously evaluate our offerings to add new in-demand vendors~~ or ~~products~~market orwill ~~remove~~have ~~less~~on ~~relevant~~the ~~vendors~~overall ~~and~~performance ~~products.~~of ~~Our~~this ~~equipment rental business continues to be a strong growth offering for us and helps support our distribution and service~~ segment ~~growth strategies~~. ~~Having new, used and rental equipment further differentiates us from our Service segment competitors.~~

WeAs ~~see~~part ~~these various methods~~ of ~~meeting~~ our ~~Distribution~~growth ~~customers’ needs as a way to differentiate ourselves and to diversify this segment’s customer base from its historically niche market. This differentiation and diversification~~ strategy, ~~has~~we ~~been~~completed ~~deliberately~~one ~~instituted~~acquisition during inour ~~recent~~fiscal ~~years~~year ~~as a means to mitigate the effect of price-driven competition~~ 2026 and totwo ~~lessen~~acquisitions ~~the~~during ~~impact~~our ~~that~~fiscal ~~any~~year ~~particular industry or market will have on the overall performance of this segment.~~2025:

As● ~~part~~Effective August 5, 2025, the Company acquired Essco, a privately-held calibration services corporation located in the Boston Metro area that is ISO 17025 certified. Esso’s presence in Boston made it a prime acquisition candidate for Transcat. The Company believes that the acquisition of Essco, our ~~growth~~largest ~~strategy~~deal in Transcat history, weis ~~completed~~a ~~two acquisitions~~perfect ~~during~~fit into our ~~fiscal~~calibration ~~year~~service ~~2025~~ portfolio and ~~three acquisitions~~that ~~during~~it ~~our~~creates ~~fiscal~~a ~~year~~dominant presence for Transcat in the New England market. ● Effective December 10, 2024, the Company acquired Martin, a privately-held Minnesota-based Midwest regional calibration services company. Martin's presence in Minneapolis, which is rich in life science and aerospace & defense customers and its reputation for quality and customer service satisfaction, made it a coveted target for Transcat. ● Effective April 15, 2024, the Company acquired Becnel, a privately-held Louisiana limited liability company. Becnel is an ISO 9001:2015 certified provider of rental tools and services primarily utilized in the decommissioning and maintenance of oil wells.

●Our ~~Effective~~acquisition ~~December~~strategy ~~10,~~primarily ~~2024,~~targets the Company acquired Martin, a privately-held Minnesota-based Midwest regional calibration services company. Martin's presence in Minneapolis, which is rich in life science and aerospace & defense customers and its reputation for quality and customer service ~~satisfaction,~~businesses ~~made~~that itexpand aour ~~coveted~~geographic ~~target for Transcat. ● Effective April 15~~reach, ~~2024,~~increase the ~~Company~~depth ~~acquired~~and/or ~~Becnel,~~breadth ~~a privately-held Louisiana limited liability company. Becnel is an ISO 9001:2015 certified provider~~ of ~~rental~~our ~~tools~~service and ~~services~~distribution ~~primarily~~capabilities ~~utilized~~and inexpertise ~~the decommissioning~~ and ~~maintenance~~leverage ofour ~~oil wells~~infrastructure. ●The ~~Effective~~table ~~August~~below 8,illustrates ~~2023, Transcat purchased all of~~ the ~~outstanding~~strategic ~~capital~~drivers ~~stock~~for ~~of Axiom, a privately-held California rental provider of electronic test equipment to customers across~~ the ~~United~~acquisitions ~~States.~~described ● Effective July 12, 2023, Transcat purchased all of the outstanding capital stock of SteriQual, a Florida based provider of expert consulting services to pharmaceutical, biopharmaceutical, medical device and diagnostic equipment manufacturers. ● Effective March 27, 2023, Transcat purchased all of the outstanding capital stock of TIC-MS, a Missouri based provider of calibration services.above:

~~Our~~Geographic ~~acquisition~~Expansion ~~strategy~~Increased ~~primarily~~Capabilities ~~targets service businesses that expand our geographic reach, increase the depth~~ and~~/or~~ ~~breadth~~Expertise ofLeveraged ~~our~~Infrastructure ~~service~~Essco ~~and~~✓ ~~distribution~~✓ ~~capabilities~~Martin ~~and~~✓ ~~expertise~~✓ ~~and~~✓ ~~leverage~~Becnel ~~our~~✓ ~~infrastructure. The table below illustrates the strategic drivers for the acquisitions described above:~~✓

~~Geographic Expansion Increased Capabilities and Expertise Leveraged Infrastructure Martin ✓ ✓ ✓ Becnel ✓ ✓ Axiom ✓ ✓ SteriQual ✓ ✓ TIC-MS ✓ ✓~~ 4

4Table of Contents

~~Table~~We believe our combined Service and Distribution segment offerings, experience, technical expertise and focus on quality create a unique and compelling value proposition for our customers, and we intend to continue to grow our business through organic revenue growth and business acquisitions. We consider the attributes of ~~Contents~~ our Service segment, which include higher gross margins and recurring revenue streams from customers in regulated industries to be more compelling and scalable than our legacy Distribution segment. For this reason, we expect our Service segment to be the primary source of revenue and earnings growth in future fiscal years. The charts below illustrate Service, Distribution and consolidated revenue over the past five years:

WeDuring ~~believe~~the fall of 2025, our ~~combined~~Board ~~Service~~of ~~and~~Directors ~~Distribution~~(the ~~segment~~“Board”) ~~offerings,~~formed ~~experience,~~an ~~technical~~independent ~~expertise~~special ~~and~~committee ~~focus~~of onthe ~~quality create~~Board ato ~~unique~~evaluate ~~and~~potential ~~compelling~~opportunities for value ~~proposition~~creation ~~for~~during our ~~customers,~~publicly ~~and~~announced weleadership ~~intend~~transition. toThe ~~continue~~special tocommittee ~~grow~~engaged ~~our~~a ~~business~~financial ~~through~~advisor ~~organic~~to ~~revenue~~assist ~~growth~~with this evaluation and ~~business~~to ~~acquisitions~~support our growth strategy. WeThere ~~consider~~can ~~the~~be ~~attributes~~no ofassurance ~~our~~that ~~Service~~we ~~segment,~~will ~~which~~pursue ~~include~~any ~~higher~~particular ~~gross~~strategic ~~margins~~opportunity. ~~and~~While ~~recurring~~we ~~revenue~~may ~~streams~~use ~~from~~a ~~customers~~special incommittee ~~regulated~~from ~~industries~~time to betime ~~more~~to ~~compelling~~evaluate ~~and~~opportunities, ~~scalable~~the ~~than~~committee ~~our~~dissolved ~~legacy~~after ~~Distribution~~concluding ~~segment.~~its ~~For~~work ~~this~~and ~~reason,~~ we ~~expect~~do ~~our~~not ~~Service~~expect ~~segment~~ to beprovide ~~the~~additional ~~primary~~information ~~source~~unless ofand ~~revenue~~until ~~and~~we ~~earnings~~determine further ~~growth~~disclosure inis ~~future~~appropriate ~~fiscal~~or ~~years~~necessary. ~~The~~We ~~charts~~remain ~~below~~focused ~~illustrate~~on ~~Service,~~executing ~~Distribution~~our ~~and~~previously ~~consolidated~~communicated ~~revenue~~strategy ~~over~~for profitable growth and the ~~past~~Board ~~five~~has ~~years:~~confidence in our leadership team’s ability to advance our long-term priorities.

~~SEGMENTS~~ 5

~~Service~~ Table ~~Segment~~of Contents

Calibration. Calibration is the act of comparing a unit or instrument of unknown value to a standard of known value and reporting the result in some specifically defined form. After the calibration has been completed, a decision is made, based on rigorously defined parameters, regarding what, if anything, should be done to the unit to conform to the required standards or specifications. The decision may be to adjust, optimize or repair a unit; limit the use, range or rating of a unit; scrap the unit; or leave the unit as is. The purpose of calibration is to significantly reduce the risk of product or process failures caused by inaccurate measurements. In addition to its being an element of quality control and risk management, calibration improves an operation’s productivity and efficiency to optimal levels by assuring accurate, reliable instruments and processes.SEGMENTS

5 Service Segment

~~Table~~Calibration. Calibration is the act of ~~Contents~~ comparing a unit or instrument of unknown value to a standard of known value and reporting the result in some specifically defined form. After the calibration has been completed, a decision is made, based on rigorously defined parameters, regarding what, if anything, should be done to the unit to conform to the required standards or specifications. The decision may be to adjust, optimize or repair a unit; limit the use, range or rating of a unit; scrap the unit; or leave the unit as is. The purpose of calibration is to significantly reduce the risk of product or process failures caused by inaccurate measurements. In addition to its being an element of quality control and risk management, calibration improves an operation’s productivity and efficiency to optimal levels by assuring accurate, reliable instruments and processes.

The need for calibration is often driven by regulation, which identifies a requirement for quality calibration and laboratory instrument services as a critical component of a company’s business operation. We specifically target industries and companies that are regulated by the U.S. FDA, FAA or other regulatory bodies. As a result of the various levels of regulation within our target industries such as life sciences, pharmaceutical manufacturing and medical device manufacturing, our customers’ calibration and laboratory instrument service sourcing decisions are generally made based on the provider’s quality systems, accreditation, reliability, trust, customer service and documentation of services. To maintain our competitive position in this segment, we maintain internationally recognized third-party accredited quality systems, further detailed in the section entitled “Service Quality” below, and provide our customers with access to proprietary asset management software solutions, which offer tools to manage their internal calibration programs and provide them with visibility to their service records.

Through our Service segment, we perform recurring periodic calibrations (typically ranging from three-month to twenty-four month intervals) on new and customer-owned instruments. We perform ~~approximately~~over ~~850~~1,~~000 to 900~~200,000 calibrations annually and can address a significant majority of the items requested to be calibrated with our in-house capabilities. For customers’ calibration needs in less common and highly specialized disciplines, we subcontract some calibrations to third-party vendors that have unique or proprietary capabilities. While typically representing approximately 13% to 15% of our Service segment revenue, we believe the management of these items is highly valued by our customers and providing this service has enabled us to continue our pursuit of having the broadest calibration offerings in these targeted markets. We regularly review outsourced services to identify opportunities for in-house capability expansion.

Transcat’s most recent investment in capability expansion includes ~~ground~~advanced ~~support~~liquid ~~equipment~~flow ~~("GSE"),~~calibration anservices. Flowmeters ~~integral~~are ~~role~~essential into ~~aircraft~~accurate ~~operations.~~measurement ~~The~~and ~~speed,~~control ~~efficiency,~~in ~~and~~a ~~accuracy~~range of ~~this~~applications, ~~equipment~~from ~~are~~clean ~~crucial~~water ~~factors~~processing ~~that~~to ~~help~~high-purity ~~minimize~~chemical ~~downtime for aircraft before, between, and after flights~~manufacturing. This Atspecialized ~~Transcat,~~discipline weof ~~are proud to offer GSE certification,~~ calibration, ~~maintenance,~~will ~~and~~enhance ~~repair~~our ~~services~~offering ~~for~~to ~~the aviation and aerospace industries~~our customers.

Driving Continuous Improvement through Transcat’s Cost Control and Optimization Services, we provide technical, consulting, and staffing solutions in the U.S., Canada, Ireland, Europe, and Asia Pacific to improve asset management programs for our most highly-regulated customers, especially those in the pharmaceutical, biotechnology, and medical device industries. Transcat Solutions offers six service tracks that support the creation or optimization of our client’s enterprise asset management program. Whether a facility is in preconstruction, operational or decommissioning stage, Transcat Solutions’ experienced teams can deliver results in all phases of the asset lifecycle. Transcat Solutions' full suite of services or combination solutions are customizable to meet our customers' unique needs.

Other Services. We provide other services to our customers such as inspection, repair and consulting services, which appeal to customers across all sectors in our customer base. These are generally value-added services and allow us to provide “one-stop shopping” for our customers. 6

6Table of Contents

~~Table~~Other ofServices. ~~Contents~~ We provide other services to our customers such as inspection, repair and consulting services, which appeal to customers across all sectors in our customer base. These are generally value-added services and allow us to provide “one-stop shopping” for our customers.

~~Service Value Proposition. Our calibration services strategy encompasses multiple ways to manage a customer’s calibration and laboratory instrument service needs:~~ 7

● Table Weof ~~offer an “Integrated Calibration Service Solution” that provides a complete wrap-around service, which can be delivered in the following ways:~~Contents

~~● In-house services - services are performed at one of our thirty-three Calibration~~ Service ~~Centers~~Value ~~(often accompanied by pick-up and delivery services)~~Proposition. ●Our ~~Periodic~~calibration ~~onsite~~ services -strategy ~~Transcat~~encompasses ~~technicians~~multiple ~~travel~~ways to manage a customer’s ~~location,~~calibration ~~including aboard vessels docked at shipyards,~~ and ~~provide bench-top or in-line calibration or~~ laboratory ~~services~~instrument ~~on predetermined~~ service cycles. ● Client-based-laboratory services - Transcat establishes and manages a calibration service program within a customer’s facility. ● Mobile calibration services - services are completed on a customer’s property within one of our mobile calibration units.needs:

● ~~For~~We ~~companies~~offer an “Integrated Calibration Service Solution” that ~~maintain~~provides ana ~~internal~~complete ~~calibration~~wrap-around ~~operation~~service, wewhich can ~~provide~~be delivered in the following ways:

● ~~Calibration~~In-house services - services are performed at one of ~~their~~our ~~primary~~33 ~~calibration~~Calibration ~~assets,~~Service ~~also~~Centers ~~called~~(often ~~“standards”~~accompanied by pick-up and delivery services). ● ~~Overflow~~Periodic ~~capability~~onsite services - Transcat technicians travel to a customer’s location, ~~either~~including ~~onsite~~aboard orvessels docked at ~~one~~shipyards, ofand ~~our~~provide ~~Calibration~~bench-top ~~Service~~or ~~Centers,~~in-line ~~during~~calibration ~~periods~~or laboratory services on predetermined service cycles. ● Client-based-laboratory services - Transcat establishes and manages a calibration service program within a customer’s facility. ● Mobile calibration services - services are completed on a customer’s property within one of ~~high~~our ~~demand~~mobile calibration units.

● ~~Transcat~~For ~~Solutions~~companies ~~Cost~~that ~~Control~~maintain ~~and~~an ~~Optimization~~internal ~~Services~~calibration operation, we can provide:

● Calibration –of ~~criticality~~their ~~risk~~primary ~~assessment;~~ calibration ~~interval~~assets, ~~analysis;~~also ~~calibration~~called ~~plans/task lists; planning and scheduling~~“standards”. ● ~~Maintenance~~Overflow ~~and~~capability, ~~Spares~~either –onsite PMor ~~optimization;~~at ~~spares/BOM~~one ~~management;~~of PMour ~~plans/task~~Calibration ~~lists;~~Service ~~planning~~Centers, ~~and~~during ~~scheduling.~~periods ●of ~~Reliability~~high ~~– asset criticality assessments; asset hierarchy development; PdM plans/task lists; FMECA/RCA~~demand. ● CMMS – implementation and migration; data optimization; business intelligence; CMMS KPIs/reporting. ● Quality and Compliance – technical writing; compliance audits; remediation; compliance management. ● CQV – equipment and facility C&Q; cleaning and sterilization validation; process and software validation; warehouse environmental mapping.

● Transcat ~~Single~~Solutions ~~Source~~Cost ~~Solution~~Control and Optimization Services:

● ~~Commissioning,~~Calibration ~~Qualification~~– criticality risk assessment; calibration interval analysis; calibration plans/task lists; planning and ~~Validation~~scheduling. ● ~~Data~~Maintenance ~~build~~and ~~for~~Spares ~~the~~– ~~computerized~~PM ~~maintenance~~optimization; ~~and~~spares/BOM ~~calibration~~management; ~~system~~PM ~~(CMMS)~~plans/task lists; planning and scheduling. ● Reliability ~~Planning.~~– ●asset ~~Maintenance~~criticality &assessments; ~~Spares~~asset ~~delivery~~hierarchy development; PM plans/task lists; FMECA/RCA. ● ~~Execution~~CMMS of– ~~initial~~implementation ~~Calibrations~~and migration; data optimization; business intelligence; CMMS KPIs/reporting. ● ~~Final~~Quality ~~activities~~and ~~leading~~Compliance to– ~~the~~technical ~~successful~~writing; ~~turn-over~~compliance ofaudits; ~~the~~remediation; ~~fully~~compliance ~~completed~~management. ● CQV – equipment and ~~systems~~facility toC&Q; ~~the~~cleaning ~~Client~~and insterilization anvalidation; ~~operationally-ready~~process ~~state~~and software validation; warehouse environmental mapping.

~~Inclusive~~● ~~with~~Transcat ~~all~~Single ~~the~~Source ~~above services, we provide total program management including logistics, remediation and consultation services when needed.~~Solution:

We● ~~strive to provide the broadest accredited calibration offering to our targeted markets~~Commissioning, ~~which~~Qualification ~~includes~~and ~~certification~~Validation. of● ~~our~~Data ~~technicians~~build ~~pursuant~~for to the ~~American~~CMMS. ~~Society~~● ~~for~~Reliability ~~Quality~~Planning. ~~standards,~~● ~~complete~~Maintenance ~~calibration~~& ~~management~~Spares ~~encompassing~~delivery. ~~the~~● ~~entire~~Execution ~~metrology~~of ~~function,~~initial ~~and~~Calibrations. ~~access~~● toFinal ~~our~~activities ~~complementary~~leading ~~service~~to ~~and~~the ~~product~~successful ~~offerings.~~turn-over ~~We believe our calibration services are~~ of the ~~highest~~fully ~~technical~~completed equipment and ~~quality~~systems ~~levels,~~to ~~with~~the ~~broad~~Client ~~ranges~~in ofan ~~accreditation~~operationally-ready state.

~~Our~~In ~~compliance~~addition ~~services strategy is~~ to ~~identify~~the ~~and establish long-term relationships with life science research and manufacturing customers who require analytical qualifications, validation, remediation and/or preventative maintenance~~ services. Inlisted ~~most cases~~above, these customers are life science companies, including pharmaceutical and biotechnology companies engaged in research and development and manufacturing, which are subject to extensive government regulation. The services we provide tototal ~~these regulated customers are typically a critical component of the customer’s overall compliance~~ program. ~~Because~~management ~~many~~including ~~laboratory instrument service customers operate in regulated industries~~logistics, ~~these~~remediation ~~same customers typically also require accredited calibration services. This requirement allows a natural synergy between our laboratory instrument~~ and ~~calibration~~consultation services. ~~Our~~when ~~strategy includes cross-selling our services within our customer accounts to maximize our revenue opportunities with each customer~~needed.

We ~~believe~~strive ~~our~~to ~~Cost~~provide ~~Control~~the ~~and~~broadest ~~Optimization~~accredited ~~services~~calibration isoffering ato ~~scalable~~our ~~business~~targeted asmarkets, itwhich ~~requires~~includes ~~minimal~~certification ~~upfront~~of ~~capital~~our ~~investment,~~technicians ~~and~~pursuant to the ~~services~~American ~~can~~Society ~~largely~~for beQuality ~~effectively~~standards, ~~completed~~complete ~~via~~calibration amanagement ~~virtual~~encompassing ~~workforce. This~~the ~~allows~~entire usmetrology tofunction, ~~follow~~and access to our ~~customers~~complementary ~~geographically~~service and ~~provide~~product aofferings. ~~high~~We ~~level~~believe ofour ~~service~~calibration ~~whether~~services aare ~~Transcat~~of ~~physical~~the ~~presence~~highest intechnical ~~that~~and ~~geography~~quality ~~exists~~levels, orwith ~~not~~broad ranges of accreditation.

7 Our compliance services strategy is to identify and establish long-term relationships with life science research and manufacturing customers who require analytical qualifications, validation, remediation and/or preventative maintenance services. In most cases, these customers are life science companies, including pharmaceutical and biotechnology companies engaged in research and development and manufacturing, which are subject to extensive government regulation. The services we provide to these regulated customers are typically a critical component of the customer’s overall compliance program. Because many laboratory instrument service customers operate in regulated industries, these same customers typically also require accredited calibration services. This requirement allows a natural synergy between our laboratory instrument and calibration services. Our strategy includes cross-selling our services within our customer accounts to maximize our revenue opportunities with each customer.

~~Table of Contents~~8

~~Proprietary~~ Table ~~Asset Management Software. CalTrak® is our proprietary documentation and asset management software which is used to integrate and manage both the workflow~~ of our Calibration Service Centers and our customers’ assets. With CalTrak®, we are able to provide our customers with timely and consistent calibration service while optimizing our own efficiencies. CalTrak® has been validated to U.S. federal regulations 21 CFR Part 820.75 and 21 CFR Part 11, as applicable. This validation is important to pharmaceutical and other FDA-regulated industries where federal regulations can be particularly stringent.Contents

~~Additionally,~~Proprietary C3Asset Management Software. CalTrak® ~~provides~~is our ~~customers~~proprietary ~~with~~documentation ~~web-based~~and asset management ~~capability~~software ~~and~~which ais ~~safe~~used, ~~and~~in ~~secure~~combination ~~off-site~~with ~~archive of calibration and~~ other ~~service~~asset ~~records~~management ~~that can be accessed 24 hours a day through our secure password-protected website. C3® stands for Compliance~~software, ~~Control~~to ~~and~~integrate ~~Cost,~~ and wemanage ~~see~~both ~~these as~~ the ~~major~~workflow ~~areas~~ of ~~focus for~~ our ~~clients~~Calibration ~~within~~Service ~~the~~Centers ~~regulatory~~and ~~environment~~our ascustomers’ ~~it relates to instrument calibration~~assets. WeWith ~~specifically~~CalTrak®, ~~designed~~we ~~C3®~~are able to ~~assist~~provide our customers inwith ~~increasing~~timely ~~efficiency, driving compliance to quality system~~ and ~~enhancing~~consistent ~~control~~calibration ofservice ~~instrumentation, all~~ while ~~bringing~~optimizing ~~their~~our ~~overall~~own ~~metrology costs down~~efficiencies. ~~Understanding~~CalTrak® ~~the~~has ~~regulated~~been ~~environments~~validated ~~that our clients operate within, we customized the platform~~ to ~~allow~~U.S. ~~for~~federal ~~single~~regulations ~~system~~21 ofCFR ~~record~~Part ~~utilization~~820.75 ~~via capabilities that allow clients to track~~ and ~~manage~~21 ~~instruments~~CFR ~~maintained~~Part ~~internally~~11, inas ~~addition to instruments supported by Transcat~~applicable. ~~C3®~~This validation is ~~validated~~important to 21pharmaceutical ~~CFR~~and ~~Part~~other ~~820.75~~FDA-regulated ~~and~~industries 21where ~~CFR~~federal ~~Part~~regulations 11can tobe ~~meet~~particularly stringent ~~FDA requirements~~.

~~Through~~Additionally, ~~CalTrak~~C3® provides our customers with web-based asset management capability and a safe and secure off-site archive of calibration and other service records that can be accessed 24 hours a day through our secure password-protected website. C3®, ~~each~~stands ~~customer~~for ~~calibration~~Compliance, isControl ~~tracked~~and Cost, and ~~automatically~~we ~~cross-referenced~~see tothese as the ~~assets~~major ~~used~~areas toof ~~perform~~focus for our clients within the regulatory environment as it relates to instrument calibration. We specifically designed C3® to assist our customers in increasing efficiency, ~~providing~~driving ~~traceability~~compliance to quality system and enhancing control of instrumentation, all while bringing their overall metrology costs down. Understanding the regulated environments that our clients operate within, we customized the platform to allow for single system of record utilization via capabilities that allow clients to track and manage instruments maintained internally in addition to instruments supported by Transcat. C3® is validated to 21 CFR Part 820.75 and 21 CFR Part 11 to meet stringent FDA requirements.

~~Service~~Through ~~Marketing and Sales. Under our integrated sales model~~CalTrak®, ~~we have both inside and outside sales teams that seek to acquire new customers in our targeted markets by leveraging our unique value proposition~~C3®, ~~including our broad geographic footprint~~ and ~~comprehensive suite of services. We target regulated customers with multiple manufacturing operations throughout North America and Ireland. We leverage~~ our ~~ability~~other totechnological ~~manage the complete life cycle of instrumentation from purchase of calibrated equipment to long-term service and maintenance requirements. Connecting all the dots by using new and used product sales~~advancements, ~~rentals,~~each ~~and~~customer ~~repair and~~ calibration ~~services~~ is ~~the~~tracked ~~goal of our marketing~~ and ~~sales~~automatically ~~initiatives. We also have a team of customer success managers focused on delivering ever~~cross-~~increasing~~referenced ~~value for our existing customers. We utilize print media, trade shows and web-based initiatives~~ to ~~market~~the ~~our~~assets ~~services~~used to ~~customers~~perform ~~and prospective customers with a strategic focus in~~ the ~~highly regulated industries including life science and other FDA-regulated industries~~calibration, ~~aerospace~~providing ~~and defense, energy and utilities, and chemical manufacturing~~traceability. ~~We also target industrial manufacturing and other industries that appreciate the value of quality calibrations.~~

Service ~~Competition~~Marketing and Sales. ~~The~~Under ~~calibration~~our ~~services~~integrated ~~industry~~sales ismodel, ~~highly~~we ~~fragmented~~have both inside and isoutside ~~composed~~sales teams that seek to acquire new customers in our targeted markets by leveraging our unique value proposition, including our broad geographic footprint and comprehensive suite of ~~companies~~services. ~~ranging~~We ~~from~~target ~~internationally~~regulated customers ~~recognized~~with multiple manufacturing operations throughout North America and ~~accredited~~Ireland. ~~OEMs~~We leverage our ability to ~~non-accredited~~manage ~~sole~~the ~~proprietors~~complete aslife ~~well~~cycle asof ~~companies~~instrumentation ~~that~~from ~~perform~~purchase ~~their~~of ~~own~~calibrated ~~calibrations~~equipment into long-~~house~~term service, ~~resulting~~maintenance inand arepair ~~tremendous~~requirements. ~~range~~Connecting ofall ~~service~~the ~~levels~~dots by using new and ~~capabilities.~~used ~~The~~product ~~large~~sales, ~~OEMs~~rentals, ~~may~~and ~~offer~~repair ~~specialized~~and calibration services is the goal of our marketing and ~~brand-specific~~sales ~~expertise~~initiatives. ~~which~~We wealso dohave ~~not~~a ~~offer,~~team ~~but~~of ~~they~~customer ~~are~~success ~~generally~~managers focused on ~~providing~~delivering ~~specialized~~ever-increasing ~~services~~value ~~only~~ for ~~their~~our ~~proprietary~~existing ~~brands~~customers. ~~and~~We ~~product~~utilize ~~lines~~digital media, ~~rather~~trade ~~than~~shows ~~servicing~~and anweb-based ~~array~~initiatives ofto ~~brands~~market our services to customers and ~~product~~prospective ~~lines~~customers aswith wea ~~do.~~strategic Afocus ~~large~~in ~~percentage~~the ofhighly ~~calibration~~regulated ~~companies~~industries ~~are~~including ~~small~~life ~~businesses~~science ~~that~~and ~~generally~~other doFDA-regulated ~~not~~industries, ~~have~~aerospace aand ~~range~~defense, ofenergy ~~capabilities~~and asutilities, ~~broad~~data ascenters, ~~ours.~~and ~~There~~chemical ~~are~~manufacturing. We also ~~several~~target ~~companies~~industrial ~~with~~manufacturing ~~whom~~and weother ~~compete~~industries that ~~have~~appreciate ~~national~~the orvalue ~~regional~~of ~~operations~~quality calibrations.

WeService ~~differentiate~~Competition. ~~ourselves~~The ~~from~~calibration ~~our~~services ~~competitors~~industry byis ~~demonstrating~~highly ~~our~~fragmented ~~commitment to quality, expanding upon the largest 17025 scope of accreditation~~ and ~~calibration~~is ~~capabilities~~composed of ~~any~~companies ~~commercial~~ranging ~~calibration~~from ~~laboratory~~internationally ~~that~~recognized isand ~~tailored~~accredited OEMs to ~~the~~non-accredited ~~markets~~sole weproprietors ~~serve,~~as ~~leveraging~~well aas ~~geographical~~companies ~~footprint~~ that ~~spans~~perform ~~North~~their ~~America,~~own ~~Puerto~~calibrations ~~Rico and Ireland~~in-house, ~~and~~resulting ~~providing~~in a ~~comprehensive~~tremendous ~~suite~~range of ~~services~~service ~~that~~levels ~~spans many disciplines~~ and ~~hundreds of manufacturers which is not limited to certain product lines or brands~~capabilities. ~~Our~~The ~~unique~~large ~~ability~~OEMs tomay ~~bundle~~offer ~~our~~specialized ~~products~~services ~~with both Transcat’s Cost Control~~ and ~~Optimization~~brand-specific ~~Services~~expertise ~~and~~which ~~Transcat’s~~we ~~Single~~do ~~Source~~not ~~Solution~~offer, ~~provides~~but athey ~~high~~are ~~level~~generally offocused ~~differentiation~~on ~~from~~providing ~~our~~specialized ~~competitors.~~services ~~As one of the~~ only ~~North~~for ~~American~~their ~~compliance~~proprietary brands and ~~calibration service providers who also distributes~~ product lines, ~~our~~rather ~~customers~~than ~~can~~servicing ~~seamlessly~~an ~~replace~~array ~~instruments~~of ~~that~~brands ~~cannot~~and beproduct ~~calibrated~~lines oras ~~are~~we ~~otherwise deemed to be at end of life~~do. ~~Our~~A ~~comprehensive~~large ~~knowledge~~percentage of ~~the~~calibration ~~products~~companies ~~we distribute also allows our service staff to consult and advise customers on what products~~ are ~~best~~small ~~suited~~businesses ~~for~~that ~~their~~generally ~~in-house~~do ~~calibration~~not ~~needs.~~have Wea ~~also~~range ~~believe~~of ~~that~~capabilities ~~our~~as ~~proprietary~~broad ~~software~~as isours aand ~~key~~have ~~differentiator~~limited ~~from~~geographic ~~our competitors~~coverage. ~~CalTrak®~~There ~~and C3®~~ are ~~utilized~~also byseveral ~~our~~companies ~~customers~~with inwhom anwe ~~integrated~~compete ~~manner,~~that ~~providing~~have anational ~~competitive~~or ~~barrier~~regional ~~as customers realize synergies and efficiencies as a result of this integration~~operations.

8 We differentiate ourselves from our competitors by demonstrating our commitment to quality, expanding upon the largest 17025 scope of accreditation and calibration capabilities of any commercial calibration laboratory that is tailored to the markets we serve, leveraging a geographical footprint that spans North America, including Puerto Rico, Ireland, and now Latin America, with the recent acquisition of SCM in Costa Rica, providing a comprehensive suite of services that spans many disciplines and hundreds of manufacturers which is not limited to certain product lines or brands. Our unique ability to bundle our products with both Transcat’s Cost Control and Optimization Services and Transcat’s Single Source Solution, provides a high level of differentiation from our competitors. As one of the only North American compliance and calibration service providers who also distributes product, our customers can seamlessly replace instruments that cannot be calibrated or are otherwise deemed to be at end of life. Our comprehensive knowledge of the products we distribute also allows our service staff to consult and advise customers on what products are best suited for their in-house calibration needs. We also believe that our proprietary software is a key differentiator from our competitors. CalTrak® and C3® are utilized by our customers in an integrated manner, providing a competitive barrier as customers realize synergies and efficiencies as a result of this integration.

~~Table of Contents~~9

~~Service~~ Table ~~Quality. The accreditation process is the only system currently in existence that validates measurement competence. To ensure that the quality and consistency~~ of our calibrations are consistent with the global metrology network, designed to standardize measurements worldwide, we have sought and achieved international levels of quality and accreditation to provide uniformity across all locations with advanced levels of training for our technical staff. Our Calibration Service Centers are accredited to ISO/IEC 17025:2017 by ANSI-ASQ National Accreditation Board (“ANAB”) and other accrediting bodies. These accrediting bodies are International Laboratory Accreditation Cooperation Mutual Recognition Arrangement (“ILAC MRA”) signatories, are proficient in the technical aspects of the chemistry and physics that underlie metrology, and provide an objective, third-party, internationally accepted evaluation of the quality, consistency, and competency of our calibration processes. Accreditation also requires that all measurement standards used for accredited measurements have a fully documented path, known as Metrological Traceability, through the National Institute of Standards and Technology or the National Research Council (the National Measurement Institutes for the United States and Canada, respectively), or to other national or international standards bodies, or to measurable conditions created in our Calibration Service Centers, or accepted fundamental and/or natural physical constants, ratio type of calibration, or by comparison to consensus standards, all inclusive of measurement uncertainties. Contents

Service Quality. The ~~importance~~accreditation ofprocess ~~this~~is ~~international~~the ~~oversight~~only tosystem ~~our~~currently ~~customers~~in isexistence ~~the~~that ~~assurance~~validates measurement competence. To ensure that ~~our~~the ~~service~~quality ~~documentation~~and ~~will~~consistency beof ~~accepted~~our ~~worldwide,~~calibrations ~~removing~~are ~~one~~consistent ofwith the ~~barriers~~global tometrology ~~trade~~network, ~~that~~designed ~~they~~to ~~may~~standardize ~~experience~~measurements ifworldwide, ~~using~~we ahave ~~calibration~~sought ~~laboratory~~and ~~provider~~achieved ~~whose~~international ~~accrediting~~levels ~~body~~of isquality ~~not~~and anaccreditation ~~ILAC~~to ~~MRA~~provide ~~signatory.~~uniformity Toacross ~~provide~~all ~~the~~locations ~~widest~~with ~~range~~advanced levels of ~~services~~training tofor our ~~customers~~technical instaff. ~~our~~Our ~~target~~Calibration ~~markets,~~Service ~~our~~Centers are accredited to ISO/IEC 17025:2017 ~~accreditations~~by ~~extend~~ANSI-ASQ ~~across~~National ~~many~~Accreditation Board (“ANAB”) and other accrediting bodies. These accrediting bodies are International Laboratory Accreditation Cooperation Mutual Recognition Arrangement (“ILAC MRA”) signatories, are proficient in the technical ~~disciplines~~aspects of the chemistry and physics that underlie metrology, ~~including~~and ~~working~~provide an objective, third-~~level~~party, internationally accepted evaluation of the quality, consistency, and ~~reference-level~~competency ~~capabilities~~of our calibration processes. WeAccreditation ~~believe~~also ~~our~~requires ~~scope~~that all measurement standards used for accredited measurements have a fully documented path, known as Metrological Traceability, through the National Institute of ~~accreditation~~Standards toand ~~ISO/IEC~~Technology ~~17025:2017~~or tothe beNational Research Council (the ~~broadest~~National Measurement Institutes for the ~~industries~~United weStates ~~serve~~and Canada, respectively), or to other national or international standards bodies, or to measurable conditions created in our Calibration Service Centers, or accepted fundamental and/or natural physical constants, ratio type of calibration, or by comparison to consensus standards, all inclusive of measurement uncertainties.

ToThe ~~reinforce~~importance of this international oversight to our ~~belief~~customers inis the ~~importance~~assurance ofthat ~~calibration~~our ~~quality,~~service wedocumentation ~~are~~will ~~leveraging~~be aaccepted ~~branding~~worldwide, ~~campaign~~removing ~~for~~one ~~our~~of ~~Service~~the ~~segment~~barriers to trade that isthey ~~centered~~may ~~around~~experience ~~three~~if ~~simple~~using ~~words~~a –calibration ~~“Calibrated~~laboratory byprovider ~~Transcat®”.~~whose Weaccrediting ~~believe~~body weis ~~have~~not ~~established~~an aILAC ~~strong,~~MRA ~~differentiated~~signatory. ~~brand~~To ~~that~~provide ~~has~~the awidest ~~deep~~range ~~and~~of ~~meaningful~~services ~~association~~to ~~with~~our ~~quality~~customers in our target markets, ~~compliance~~our ~~and~~ISO/IEC ~~control~~17025:2017 accreditations extend across many technical disciplines, including working-level and ~~that~~reference-level ~~the~~capabilities. ~~phrase~~We ~~“Calibrated~~believe byour ~~Transcat®”~~scope ~~will~~of accreditation to ISO/IEC 17025:2017 to be ~~synonymous~~the ~~with~~broadest ~~risk~~for ~~reduction~~the ~~and~~industries ~~quality~~we ~~compliance~~serve.

~~Acquired~~To ~~calibration~~reinforce ~~labs~~our ~~might~~belief ~~use~~in ~~other~~the importance of calibration quality, ~~registration~~we ~~systems~~are leveraging a branding campaign for our Service segment that is centered around three simple words – “Calibrated by Transcat®”. We ~~continually~~believe ~~evaluate~~we ~~when~~have toestablished ~~integrate~~a ~~acquired~~strong, ~~quality~~differentiated ~~systems~~brand ~~with~~that ~~the~~has ~~focus~~a ondeep ~~minimizing~~and ~~business~~meaningful ~~disruptions~~association with quality, compliance and ~~disruptions~~control, toand ~~our~~that ~~customers~~the ~~while~~phrase ~~maintaining~~“Calibrated ~~our~~by ~~commitment~~Transcat®” towill be synonymous with risk reduction and quality compliance.

~~Our~~Acquired ~~scopes~~calibration oflabs ~~accreditation~~might ~~can~~use beother ~~found~~quality atregistration ~~http://www~~systems.~~transcat~~ We continually evaluate when to integrate acquired quality systems with the focus on minimizing business disruptions and disruptions to our customers while maintaining our commitment to quality.~~com/calibration-services/accreditation/calibration-lab-certificates.~~

~~Distribution~~Our ~~Segment~~scopes of accreditation can be found at http://www.transcat.com/calibration-services/accreditation/calibration-lab-certificates.

Distribution Summary. We distribute professional grade test, measurement and control instrumentation throughout North America and internationally. Our customers use test and measurement instruments to ensure that their processes, and ultimately their end products, are within specification. Utilization of such diagnostic instrumentation also allows for continuous improvement processes to be in place, increasing the accuracy of their measurements. The industrial test and measurement instrumentation market, in those geographic areas where we predominately operate, has historically been serviced by broad-based national equipment distributors and niche or specialty-focused organizations such as Transcat. We offer value-added services such as calibration/certification of equipment purchases, equipment rentals, used equipment for sale, and equipment kitting.Segment

WeDistribution ~~believe~~Summary. ~~that~~We adistribute ~~customer~~professional ~~chooses~~grade ~~a distributor based on a number of different criteria~~test, ~~including~~measurement ~~product~~and ~~availability,~~control ~~price,~~instrumentation ~~ease~~throughout ofNorth ~~doing~~America ~~business, timely delivery~~ and ~~accuracy~~internationally. ofOur ~~orders,~~customers ~~consistent~~use ~~product~~test ~~quality, technical competence of the representative serving them~~ and ~~availability~~measurement ofinstruments ~~value-added services. The decision~~ to ~~buy~~ensure isthat ~~generally~~their ~~made by plant engineers~~processes, ~~quality~~and ~~managers,~~ultimately or their ~~purchasing~~end ~~personnel~~products, ~~and~~are ~~products~~within ~~are~~specification. ~~typically~~Utilization ~~obtained~~of ~~from~~such ~~one~~diagnostic orinstrumentation ~~more~~also ~~distributors~~allows asfor ~~replacements,~~continuous ~~upgrades,~~improvement orprocesses ~~for~~to ~~expansion~~be ofin ~~manufacturing~~place, ~~and~~increasing ~~research~~the ~~and~~accuracy of ~~development~~their ~~facilities~~measurements. AsThe aindustrial ~~result,~~test ~~sales~~and tomeasurement ~~Distribution~~instrumentation ~~customers~~market, ~~are~~in ~~somewhat~~those ~~unpredictable~~geographic ~~and~~areas ~~potentially~~where ~~non-recurring.~~we ~~Our~~predominately ~~online presence~~operate, ~~including~~has ~~our~~historically ~~website~~been ~~and~~serviced eby broad-~~newsletters,~~based ~~master~~national ~~catalog,~~equipment ~~supplemental~~distributors ~~mailings,~~ and ~~other~~niche ~~sales~~or ~~and~~specialty-focused ~~marketing~~organizations ~~activities~~such ~~are~~as ~~designed~~Transcat. toWe ~~create~~offer ~~interest~~value-added ~~and~~services ~~maintain~~such aas ~~constant~~calibration/certification ~~presence in front~~ of ~~our~~equipment ~~customers~~purchases, toequipment ~~ensure~~rentals, weused ~~receive~~equipment ~~the~~for ~~order~~sale, ~~when~~and ~~they~~equipment ~~are ready to purchase~~kitting.

9 We believe that a customer chooses a distributor based on a number of different criteria, including product availability, price, ease of doing business, timely delivery and accuracy of orders, consistent product quality, technical competence of the representative serving them and availability of value-added services. The decision to buy is generally made by plant engineers, quality managers, or their purchasing personnel, and products are typically obtained from one or more distributors as replacements, upgrades, or for expansion of manufacturing and research and development facilities. As a result, sales to Distribution customers are somewhat unpredictable and potentially non-recurring. Our online presence, including our website and e-newsletters, master catalog, supplemental mailings, and other sales and marketing activities are designed to create interest and maintain a constant presence in front of our customers to ensure we receive the order when they are ready to purchase.

~~Table of Contents~~10

We Table provide our customers with value-added services, including technical support, to ensure our customers receive the right product for their application, and more comprehensive instrument suitability studies to customers in regulated industries who are concerned about the technical uncertainties that their testing or in-process instruments may bring to a process. We consider our biggest value-added service for our Distribution customers is the option to have calibration service performed on their new product purchases prior to shipment, allowing them to place newly acquired equipment directly into service upon receipt, saving downtime. We also offer online procurement, credit card payment options, same day shipment of in-stock items, kitted products, the option to rent, training programs and a variety of custom product offerings. Items are regularly added to and deleted from our product offerings on the basis of customer demand, recommendations of suppliers, sales volumes and other factors. Because of the breadth of our product and service offerings, we are often a “one-stop shop” for our customers who gain operational efficiency by dealing with just one distributor for most or all of their test and measurement instrumentation needs.Contents

We ~~continue~~provide our customers with value-added services, including technical support, to ~~focus~~ensure onour ~~higher~~customers ~~margin~~receive ~~channels~~the ~~such~~right asproduct ~~rentals~~for totheir ~~bolster~~application, ~~profitability~~and more comprehensive instrument suitability studies to customers in regulated industries who are concerned about the ~~Distribution~~technical ~~segment~~uncertainties that their testing or in-process instruments may bring to a process. ToWe ~~remain~~consider ~~competitive,~~our webiggest ~~are~~value-added ~~focusing~~service for our Distribution customers is the option to have calibration service performed on ~~brand~~their ~~consolidation~~new ~~along~~product ~~with~~purchases ~~inventory~~prior ~~investments~~to shipment, allowing them to ~~support~~place ~~our~~newly ~~overall~~acquired ~~strategy~~equipment directly into service upon receipt, saving downtime. We also offer online procurement, credit card payment options, same day shipment of ~~being~~in-stock items, kitted products, the option to rent, training programs and a ~~value-~~variety of custom product offerings. Items are regularly added ~~distributor~~to ~~that~~and ~~supports~~deleted from our ~~customers~~product ~~and~~offerings ~~Service~~on ~~segment.~~the ~~Additional~~basis ~~areas~~of customer demand, recommendations of ~~focus~~suppliers, ~~include~~sales ~~consumable~~volumes ~~products~~and ~~within~~other factors. Because of the ~~life~~breadth ~~science~~of ~~market~~our ~~which~~product isand ~~intended~~service toofferings, ~~offset~~we ~~competitive~~are ~~pressures~~often ina “one-stop shop” for our ~~legacy~~customers ~~distribution~~who ~~business~~gain operational efficiency by dealing with just one distributor for most or all of their test and measurement instrumentation needs.

~~Distribution Marketing and Sales.~~ We ~~market,~~continue ~~create demand and sell~~ to ~~our~~focus ~~customers~~on ~~through~~higher ~~multiple~~margin ~~direct sales~~ channels ~~including~~such ~~our~~as ~~website,~~rentals ~~digital~~to ~~and~~bolster ~~print~~profitability ~~advertising,~~in ~~proactive~~the ~~outbound~~Distribution ~~sales and an inbound call center~~segment. ~~Our~~To ~~outbound~~remain ~~and~~competitive, ~~inbound~~we ~~sales teams~~ are ~~staffed~~focusing ~~with~~on ~~technically~~brand ~~trained~~consolidation ~~personnel~~along ~~who~~with ~~are~~inventory ~~available~~investments to ~~help~~support ~~guide~~our ~~product~~overall ~~selection.~~strategy ~~Our~~of ~~website~~being ~~serves as~~ a ~~sales channel for our products and services, and provides search capability, detailed product information, in~~value-~~stock~~added ~~availability,~~distributor ~~selection~~that ~~guides,~~supports ~~demo~~our ~~videos~~customers and ~~downloadable~~Service ~~product specification sheets~~segment. WeAdditional ~~have~~areas ~~made~~of ~~investments~~focus ininclude ~~our~~consumable ~~website~~products towithin ~~implement~~ the ~~latest~~life ~~marketing~~science ~~technologies~~market which ~~allow~~is usintended to ~~provide~~offset ancompetitive ~~intuitive~~pressures customer experience, with simple product comparison and quoting, ease at checkout and automated post-order follow-up. We also operate and maintain several industry-specific service websites, obtained through recent acquisitions. For example, the URL www.pipettes.com was obtained in ~~connection~~our ~~with~~legacy ~~the~~distribution ~~acquisition of TTE Laboratories, Inc~~business. ~~(now known as pipettes.com). Pipettes.com focuses on selling pipettes, pipette supplies and related services to customers.~~

WeDistribution ~~use~~Marketing aand ~~multichannel~~Sales. ~~approach~~We tomarket, ~~reach~~create ~~our~~demand ~~customers~~ and ~~prospective~~sell to our customers ~~including~~through ~~our~~multiple ~~master~~direct ~~catalog,~~sales ~~periodic~~channels ~~supplemental~~including ~~catalogs,~~our website, ~~e-newsletters,~~digital and ~~other~~print ~~direct~~advertising, proactive outbound sales and ~~marketing~~an ~~programs~~inbound call center. Our ~~digital~~outbound ~~marketing~~and ~~strategy~~inbound ~~includes~~sales ~~ongoing~~teams ~~investment~~are instaffed ~~search~~with ~~engine~~technically ~~optimization,~~trained ~~application-specific~~personnel ~~digital~~who ~~content,~~are ~~pay-per-click~~available ~~search~~to ~~engine~~help ~~advertising~~guide product selection. Our website serves as a sales channel for our products and services, and provides search capability, detailed product ~~listings~~information, onin-stock ~~online~~availability, ~~marketplaces~~selection ~~such~~guides, asdemo ~~Amazon~~videos and ~~Google~~downloadable ~~Shopping~~product specification sheets. We ~~continue~~have tomade ~~invest~~investments in ~~back-end~~our website to implement the latest marketing technologies ~~designed~~which allow us to provide aan ~~seamless~~intuitive customer experience, ~~across~~with ~~all~~simple ~~our~~product ~~marketing~~comparison ~~channels~~and quoting, ease at checkout and automated post-order follow-up.

AsWe use a ~~result~~multichannel ofapproach ~~strong~~to ~~relationships~~reach ~~with~~ our ~~product~~customers ~~vendors~~ and ~~our~~prospective ~~historical~~customers ~~marketing~~including ~~program~~our ~~results~~master catalog, weperiodic ~~have~~supplemental ~~the~~catalogs, ~~opportunity~~website, toe-newsletters, ~~carry~~and ~~out~~other ~~co-branded~~direct sales and marketing ~~initiatives,~~programs. Our ~~aimed~~digital atmarketing ~~our~~strategy ~~existing~~includes ~~customers~~ongoing ~~and~~investment ~~our~~in ~~prospective~~search ~~customer~~engine ~~base~~optimization, ~~for~~application-specific ~~which~~digital wecontent, ~~receive~~pay-per-click ~~cooperative~~search engine advertising, ~~support.~~and ~~These~~product ~~co-branded~~listings ~~marketing~~on ~~initiatives~~online ~~typically~~marketplaces ~~feature~~such ~~specific~~as ~~vendors,~~Google ~~new~~Shopping. ~~products~~We orcontinue ~~targeted~~to ~~product~~invest ~~categories~~in ~~and~~back-end ~~take~~technologies ~~the~~designed ~~form~~to ofprovide ~~direct~~a ~~mailers,~~seamless ~~web-based~~customer ~~initiatives~~experience oracross ~~outbound~~all ~~sales~~our ~~efforts~~marketing channels.

~~Distribution~~As ~~Competition.~~a ~~The~~result ~~distribution~~of ~~market~~strong ~~for~~relationships ~~industrial~~with ~~test~~our ~~and~~product ~~measurement~~vendors ~~instrumentation is fragmented~~ and ~~highly~~our ~~competitive.~~historical ~~Our~~marketing ~~competitors~~program ~~range~~results, ~~from~~we ~~large~~have ~~national~~the ~~distributors~~opportunity ~~and~~to ~~manufacturers~~carry ~~that~~out ~~sell~~co-branded ~~directly~~marketing toinitiatives, ~~customers~~aimed toat ~~small~~our ~~local~~existing ~~distributors~~customers and ~~online~~our ~~distributors.~~prospective ~~Key competitive factors typically include~~ customer ~~service and support~~base, ~~quality,~~for ~~lead~~which ~~time,~~we ~~inventory~~receive ~~availability,~~cooperative ~~brand~~advertising ~~recognition and price~~support. ~~To address~~These ~~our~~co-branded ~~customers’~~marketing ~~needs~~initiatives ~~for~~typically ~~technical~~feature ~~support~~specific ~~and product application assistance~~vendors, wenew ~~employ~~products aor ~~staff~~targeted ofproduct ~~highly~~categories ~~trained~~and ~~technical~~take ~~sales~~the ~~specialists.~~form ~~In order to maintain this competitive advantage, technical training is an integral part~~ of ~~developing~~direct ~~our sales staff. To differentiate ourselves from competitors~~mailers, ~~we offer pre~~web-~~shipment~~based ~~calibration~~initiatives or ~~performance~~outbound ~~data~~sales ~~reports which allow customers to receive our products and immediately place them into service, saving them downtime and money~~efforts.

~~Online~~Distribution ~~distributors,~~Competition. ~~including~~The ~~Amazon,~~distribution ~~which~~market ~~typically~~for ~~sell lower~~industrial ~~price-point~~test ~~products,~~and ~~have~~measurement ~~become~~instrumentation ~~prominent~~is ~~competitors~~fragmented ~~for~~and ~~sales~~highly ofcompetitive. ~~handheld~~Our ~~test~~competitors ~~and~~range ~~measurement~~from ~~equipment,~~large ~~competing~~national ~~primarily~~distributors onand ~~price.~~manufacturers ~~While~~that ~~online~~sell ~~competitors~~directly ~~lack~~to ~~the~~customers ~~value-added~~to ~~services~~small welocal ~~offer~~distributors inand ~~our~~online ~~Distribution~~distributors. ~~segment,~~Key ~~they~~competitive ~~have~~factors ~~been~~typically ~~successful~~include incustomer ~~capturing~~service ~~some~~and ~~market~~support, ~~share~~quality, inlead ~~the~~time, ~~worldwide~~inventory ~~market~~availability, ~~for~~brand ~~test~~recognition and ~~measurement instruments~~price. To address ~~stay~~our ~~ahead~~customers’ ofneeds ~~growing~~for ~~competition~~technical ~~from~~support ~~these online distributors~~ and inproduct ~~keeping~~application ~~with~~assistance, ~~the~~we ~~general~~employ ~~trend~~a staff of ~~increased~~highly ~~use~~trained oftechnical ~~e-commerce,~~sales wespecialists. ~~continue~~In order to ~~invest~~maintain inthis ~~our~~competitive ~~digital~~advantage, ~~platform~~technical ~~including~~training ais ~~well-indexed~~an ~~website~~integral ~~with~~part ~~improved~~of ~~design~~developing ~~and~~our ~~functionality~~sales staff. InTo ~~addition,~~differentiate weourselves ~~have~~from ~~diversified~~competitors, ~~our~~we ~~offerings~~offer bypre-shipment ~~expanding~~calibration ~~the~~or ~~product~~performance ~~lines~~data ~~that~~reports wewhich ~~offer~~allow ~~and~~customers ~~adding~~to ~~higher~~receive ~~gross~~our ~~margin~~products ~~equipment~~and ~~rentals~~immediately ~~and~~place ~~used~~them ~~equipment~~into ~~sales~~service, ~~which~~saving wethem ~~believe~~downtime ~~makes~~and ~~Transcat unique among our competitors~~money.

10 Online distributors, including Amazon, which typically sell lower price-point products, have become prominent competitors for sales of handheld test and measurement equipment, competing primarily on price. While online competitors lack the value-added services we offer in our Distribution segment, they have been successful in capturing some market share in the worldwide market for test and measurement instruments. To stay ahead of growing competition from these online distributors and in keeping with the general trend of increased use of e-commerce, we continue to invest in our digital platform including a well-indexed website with improved design and functionality. In addition, we have diversified our offerings by expanding the product lines that we offer and adding higher gross margin equipment rentals and used equipment sales, which we believe makes Transcat unique among our competitors.

~~Table of Contents~~11

~~Distribution~~ Table ~~Suppliers and Purchasing. We believe that effective purchasing is a key element to maintaining and enhancing our position as a provider~~ of high-quality test and measurement instruments. We frequently evaluate our purchase requirements and suppliers’ offerings to obtain products at the best possible cost. We obtain our products from approximately 400 suppliers of brand name and private-labeled equipment. In fiscal year 2025, our top vendor accounted for approximately 20% of our aggregate Distribution sales and our top 10 vendors accounted for approximately 45% of our aggregate Distribution sales. Contents

Distribution Suppliers and Purchasing. We ~~plan~~believe ~~our~~that ~~product~~effective ~~mix~~purchasing ~~and~~is ~~inventory~~a ~~stock~~key element to ~~best~~maintaining ~~serve~~and ~~the~~enhancing ~~anticipated~~our ~~needs~~position as a provider of high-quality test and measurement instruments. We frequently evaluate our ~~customers,~~purchase ~~whose~~requirements ~~individual~~and ~~purchases~~suppliers’ ~~vary~~offerings into ~~size~~obtain products at the best possible cost. We ~~can~~obtain ~~usually~~our ~~ship~~products from approximately 400 suppliers of brand name and private-labeled equipment. In fiscal year 2026, our top ~~selling~~vendor ~~products~~accounted tofor approximately 25% of our ~~customers~~aggregate ~~the~~Distribution ~~same~~sales ~~day~~and ~~they~~our ~~are~~top ~~ordered~~10 vendors accounted for approximately 65% of our aggregate Distribution sales.

~~Distribution Vendor Rebates.~~ We ~~have~~plan ~~agreements~~our ~~with certain~~ product ~~vendors~~mix ~~that provide for rebates based on meeting a specified cumulative level of purchases~~ and~~/or~~ ~~incremental~~inventory ~~distribution~~stock ~~sales.~~to ~~These~~best ~~rebates~~serve ~~are~~the ~~recorded~~anticipated asneeds ~~a reduction~~ of ~~cost of distribution sales. Purchase rebates are calculated and recorded quarterly based upon~~ our ~~volume~~customers, ofwhose individual purchases ~~with~~vary ~~specific~~in ~~vendors during the quarter~~size. ~~Point~~We ofcan ~~sale~~usually ~~rebate~~ship ~~programs~~our ~~that~~top ~~are~~selling ~~based~~products onto ~~year-over-year~~our ~~sales~~customers ~~performance on a calendar year basis are recorded as earned, on a quarterly basis, based upon~~ the ~~estimated~~same ~~level~~day ofthey ~~annual achievement. Point of sale rebate programs that~~ are ~~based on year-over-year sales performance on a quarterly basis are recorded as earned in the respective quarter~~ordered. ~~The Company recorded vendor rebates of $0.9 million in fiscal year 2025 and $0.6 million in fiscal years 2024 and 2023, respectively, as a reduction of cost of distribution sales.~~

Distribution ~~Operations~~Vendor Rebates. ~~Our~~We ~~Distribution~~have ~~operations~~agreements ~~primarily~~with ~~take~~certain ~~place~~product atvendors ~~our~~that ~~48,500~~provide ~~square-foot~~for ~~facility~~rebates inbased ~~Rochester,~~on ~~New~~meeting ~~York~~a ~~which~~specified ~~includes~~cumulative ~~17,000~~level ~~square~~of ~~feet~~purchases ofand/or ~~warehouse~~incremental ~~space~~distribution sales. ~~The~~These ~~Rochester~~rebates ~~location~~are ~~also~~recorded ~~fulfills~~as ~~orders~~a ~~for~~reduction ~~rental~~of ~~equipment,~~cost ~~serves~~of asdistribution ~~our~~sales. ~~corporate~~Purchase ~~headquarters,~~rebates ~~houses~~are calculated and recorded quarterly based upon our ~~customer~~volume ~~service,~~of purchases with specific vendors during the quarter. Point of sale rebate programs that are based on year-over-year sales ~~and~~performance ~~administrative~~on ~~functions,~~a ~~and~~calendar isyear basis are recorded as earned, on a ~~Calibration~~quarterly ~~Service~~basis, ~~Center.~~based Weupon ~~also~~the ~~have~~estimated ~~two smaller~~level ~~warehouse~~of ~~facilities~~annual achievement. ~~Our~~Point ~~Vista,~~of ~~California~~sale ~~and~~rebate ~~Houston,~~programs ~~Texas~~that ~~warehouses~~are ~~fulfill orders~~based ~~for~~on ~~used~~year-over-year ~~equipment~~sales ~~and~~performance ~~rental~~on ~~equipment~~a quarterly basis are recorded as earned in the respective quarter. InThe Company recorded vendor rebates of $1.4 million in fiscal year ~~2025~~2026, we$0.9 million ~~shipped~~in ~~approximately~~fiscal 30year 2025,~~000~~ ~~product~~and ~~orders~~$0.6 million in fiscal year 2024, as a reduction of cost of distribution sales.

Distribution ~~Backlog~~Operations. Our Distribution ~~orders~~operations ~~include~~primarily ~~orders~~take ~~for~~place ~~instruments~~at ~~that~~our we48,500 ~~routinely~~square-foot ~~stock~~facility in ~~our inventory~~Rochester, ~~customized~~New ~~products,~~York ~~and~~which ~~other~~includes ~~products ordered less frequently~~17,000 ~~which~~square wefeet doof ~~not~~warehouse ~~stock~~space. ~~Pending~~The ~~product~~Rochester ~~shipments~~location ~~are primarily backorders but~~ also ~~include~~fulfills ~~products~~orders ~~that~~for ~~are~~rental ~~requested~~equipment, toserves beas ~~calibrated~~our incorporate ~~one~~headquarters, ofhouses our ~~Calibration~~customer ~~Service~~service, ~~Centers~~sales ~~prior~~and toadministrative ~~shipment~~functions, ~~orders~~and ~~required~~is bya ~~the~~Calibration ~~customer~~Service toCenter. beWe ~~shipped~~also ~~complete~~have ortwo smaller atwarehouse afacilities. ~~future~~Our ~~date~~Vista, California and ~~other~~Houston, ~~orders~~Texas ~~awaiting~~warehouses ~~final~~fulfill orders ~~credit~~for orused ~~management~~equipment ~~review~~and ~~prior~~rental ~~to shipment~~equipment. ~~Our~~In ~~total~~fiscal ~~backlog~~year ~~was~~2026, ~~$3.3 million~~we ~~and~~shipped ~~$5.1~~approximately ~~million as of March 29~~36,000 product ~~2025 and March 30, 2024, respectively~~orders.

~~CUSTOMER~~Distribution ~~SERVICE~~Backlog. ~~AND~~Distribution ~~SUPPORT~~orders include orders for instruments that we routinely stock in our inventory, customized products, and other products ordered less frequently, which we do not stock. Pending product shipments are primarily backorders but also include products that are requested to be calibrated in one of our Calibration Service Centers prior to shipment, orders required by the customer to be shipped complete or at a future date, and other orders awaiting final credit or management review prior to shipment. Our total backlog was $7.3 million and $3.3 million as of March 28, 2026 and March 29, 2025, respectively.

~~Key~~CUSTOMER ~~elements~~SERVICE ofAND our customer service approach are our business development sales team, outbound sales team, account management team, inbound sales and customer service organization. To ensure the quality of service provided, we monitor our customer service through customer surveys, call monitoring and daily statistical reports.SUPPORT

~~Customers~~Key ~~may~~elements ~~place~~of ~~orders~~our ~~via:~~customer service approach are our business development sales team, outbound sales team, account management team, inbound sales and customer service organization. To ensure the quality of service provided, we monitor our customer service through customer surveys, call monitoring and daily statistical reports.

●Customers ~~Mail~~may toplace ~~Transcat,~~orders ~~Inc., 35 Vantage Point Drive, Rochester, NY 14624;~~via:

● ~~Telephone~~Mail atto ~~1-800-828-1470~~Transcat, Inc., 35 Vantage Point Drive, Rochester, NY 14624;

● ~~Email~~Telephone at ~~[email protected]~~1-800-828-1470;

● ~~Online~~Email at ~~www.transcat.com;~~[email orprotected];

● ~~Fax~~Online at ~~1-800-395-0543~~www.transcat.com; or

11 ● Fax at 1-800-395-0543.

~~Table of Contents~~12

~~INFORMATION~~ Table ~~REGARDING~~of ~~EXPORT SALES~~ Contents

~~In fiscal~~INFORMATION ~~year 2025,~~REGARDING ~~approximately~~EXPORT ~~10%~~SALES of our total revenue resulted from sales to customers outside the United States. Of those export sales in fiscal year 2025, approximately 9% were denominated in U.S. dollars, 73% were denominated in Canadian dollars and 18% were denominated in Euros. Our revenue is subject to the customary risks of operating in an international environment, including the potential imposition of trade or foreign exchange restrictions, tariff and other tax increases, fluctuations in exchange rates and unstable political situations, any one or more of which could have a material adverse effect on our business, cash flows, balance sheet or results of operations. See “Foreign Currency” in Item 7A. of Part II and Note 7 to our Consolidated Financial Statements in this report for further details.

~~INFORMATION~~In fiscal ~~SYSTEMS~~year 2026, less than 10% of our total revenue resulted from sales to customers outside the United States. Of those export sales in fiscal year 2026, approximately 9% were denominated in U.S. dollars, 77% were denominated in Canadian dollars and 14% were denominated in Euros. Our revenue is subject to the customary risks of operating in an international environment, including the potential imposition of trade or foreign exchange restrictions, tariff and other tax increases, fluctuations in exchange rates and unstable political situations, any one or more of which could have a material adverse effect on our business, cash flows, balance sheet or results of operations. See “Foreign Currency” in Item 7A. of Part II and Note 7 to our Consolidated Financial Statements in this report for further details.

WeINFORMATION utilize a turnkey enterprise software solution from Infor, Inc. (“Infor”) called Application Plus to manage our business and operations segments. This software includes a suite of fully integrated modules to manage our business functions, including customer service, warehouse management, inventory management, financial management, customer relations management and business intelligence. This solution is a fully mature business package and has been subject to more than 20 years of refinement. We utilize customer relationship management (“CRM”) software offered by SalesForce.com, Inc., which is strategically partnered with Infor, allowing us to fully integrate the CRM software with our Infor enterprise software.SYSTEMS

We ~~also~~ utilize ~~CalTrak®,~~a ~~our~~turnkey ~~proprietary~~enterprise ~~document~~software ~~and~~solution ~~asset~~from ~~management system~~Infor, Inc. (“Infor”) called Application Plus to manage ~~documentation,~~our ~~workflow~~business and ~~customers’~~operations ~~assets~~segments. ~~within~~This ~~and~~software ~~amongst~~includes ~~most~~a suite of ~~our~~fully ~~Calibration~~integrated ~~Service~~modules ~~Centers.~~to Inmanage ~~addition~~our tobusiness ~~functioning~~functions, asincluding ancustomer ~~internal documentation~~service, ~~workflow~~warehouse management, ~~and~~inventory ~~asset~~ management ~~system~~, ~~CalTrak®,~~financial ~~through C3®~~management, ~~provides~~customer ~~customers~~relations ~~with~~management ~~web-based~~and ~~calibration~~business ~~cycle~~intelligence. ~~management~~This ~~service~~solution ~~and~~is ~~access~~a tofully ~~documentation~~mature ~~relating~~business topackage ~~services~~and ~~completed~~has bybeen ~~Transcat.~~subject ~~Certain~~to ~~recent~~more ~~acquisitions~~than ~~utilize~~20 ~~either~~years ~~third-party~~of orrefinement. ~~their~~We ~~own~~utilize ~~proprietary~~customer ~~calibration~~relationship management ~~systems.~~(“CRM”) Wesoftware ~~continually~~offered ~~evaluate~~by ~~when~~SalesForce.com, toInc., ~~integrate~~which ~~these~~is ~~acquired~~strategically ~~systems~~partnered with aInfor, ~~focus~~allowing onus ~~obtaining~~to ~~operational~~fully ~~synergies~~integrate ~~while~~the ~~imposing~~CRM ~~minimal~~software ~~disruption~~with toour ~~customers~~Infor enterprise software.

~~INTELLECTUAL~~We ~~PROPERTY~~also utilize CalTrak®, our proprietary document and asset management system, to manage documentation, workflow and customers’ assets within and amongst most of our Calibration Service Centers. In addition to functioning as an internal documentation, workflow, and asset management system, CalTrak®, through C3®, provides customers with web-based calibration cycle management service and access to documentation relating to services completed by Transcat. Certain recent acquisitions utilize either third-party or their own proprietary calibration management systems. We continually evaluate how and when to integrate these acquired systems with a focus on obtaining operational synergies while imposing minimal disruption to customers.

WeINTELLECTUAL have U.S. federally registered trademarks for Transcat®, CalTrak®, C3®, Procision®, and TIC-MS, INC. ® which we consider to be of material importance to our business. The registrations for these trademarks are in good standing with the U.S. Patent & Trademark Office. Our Transcat® trademark is also registered in the European Union and Canada for four classes. Our CalTrak® trademark is also registered in Canada for one class with the Canada Intellectual Property Office and in Puerto Rico. Our trademark registrations must be renewed at various times, and we intend to renew our trademarks, as necessary, for the foreseeable future.PROPERTY

We have ~~International~~U.S. ~~trademark~~federally ~~registrations~~registered trademarks for ~~TRANSCAT~~Transcat®, ~~TRUST~~CalTrak®, INC3®, ~~EVERY~~Procision®, ~~MEASURE~~Transcat Trust in Every Measure®, ~~CALIBRATED~~Calibrated BYby ~~TRANSCAT~~Transcat®, and ~~TRANSCAT~~Transcat ~~BIOMEDICAL~~Biomedical®, ~~with~~which ~~pending~~we ~~extensions~~consider to be of ~~protection~~material importance to ~~Canada~~our ~~and~~business. ~~the~~The ~~European~~registrations ~~Union. We~~for ~~have~~these ~~pending~~trademarks are in good standing with the U.S. Patent & Trademark Office. Our Transcat® trademark ~~applications~~is also registered in the European Union and Canada for ~~TURBOCAL,~~four ~~TRANSCAT~~classes. ~~TRUST~~Our INCalTrak® ~~EVERY~~trademark ~~MEASURE,~~is ~~CALIBRATED~~also BYregistered ~~TRANSCAT~~in Canada for one class with the Canada Intellectual Property Office and in Puerto Rico. Our trademark registrations must be renewed at various times, and ~~TRANSCAT~~we ~~BIOMEDICAL~~intend to renew our trademarks, as necessary, for the foreseeable future.

InWe ~~addition,~~have weInternational ~~own www.transcat.com,~~trademark ~~www.transcat.ca~~registrations ~~and~~for ~~www.pipettes.com~~TRANSCAT ~~among~~TRUST ~~other~~IN ~~Internet~~EVERY ~~domain~~MEASURE, ~~names.~~CALIBRATED AsBY ~~with phone numbers~~TRANSCAT, ~~we do not have~~ and ~~cannot~~TRANSCAT ~~acquire~~BIOMEDICAL, ~~any~~with ~~property~~a ~~rights~~subsequent todesignation ~~an Internet address. The regulation of domain names~~ in the ~~United~~European ~~States~~Union and inpending ~~other~~extensions ~~countries~~of isprotection ~~also subject~~ to ~~change~~Canada. Regulatory bodies could establish additional top-level domains, appoint additional domain name registrars or modify the requirements for holding domain names. As a result, we might not be able to maintain our domain names or obtain comparable domain names, which could harm our business.

~~SEASONALITY~~In addition, we own www.transcat.com, www.transcat.ca and www.pipettes.com among other Internet domain names. As with phone numbers, we do not have and cannot acquire any property rights to an Internet address. The regulation of domain names in the United States and in other countries is also subject to change. Regulatory bodies could establish additional top-level domains, appoint additional domain name registrars or modify the requirements for holding domain names. As a result, we might not be able to maintain our domain names or obtain comparable domain names, which could harm our business.

Our business has certain historical seasonal factors. Historically, our fiscal fourth quarter has been stronger than our other fiscal quarters due to the operating cycles of our industrial sector customers. SEASONALITY

~~FISCAL~~Our ~~YEAR~~business has certain historical seasonal factors. Historically, our fiscal fourth quarter has been stronger than our other fiscal quarters due to the operating cycles of our industrial sector customers.

WeFISCAL operate on a 52/53-week fiscal year, ending the last Saturday in March. In a 52-week fiscal year, each of the four quarters is a 13-week period. In a 53-week fiscal year, the last quarter is a 14-week period. Fiscal year 2025 consisted of 52 weeks and fiscal year 2024 consisted of 53 weeks. Fiscal year 2026 which ends on March 28, 2026 (“fiscal year 2026”) will have 52 weeks.YEAR

12 We operate on a 52/53-week fiscal year, ending the last Saturday in March. In a 52-week fiscal year, each of the four quarters is a 13-week period. In a 53-week fiscal year, the last quarter is a 14-week period. Fiscal years 2026 and 2025 consisted of 52 weeks, and the fiscal year ended March 30, 2024 ("fiscal year 2024"), consisted of 53 weeks. Fiscal year 2027 which ends on March 27, 2027 (“fiscal year 2027”) will consist of 52 weeks.

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~~ENVIRONMENTAL~~ Table ~~MATTERS~~of Contents

WeENVIRONMENTAL believe that we are in compliance with federal, state, and local provisions relating to the protection of the environment, and that continued compliance will not have any material effect on our capital expenditures, earnings, or competitive position.MATTERS

~~HUMAN~~We ~~CAPITAL~~believe ~~MANAGEMENT~~that we are in compliance with federal, state, and local provisions relating to the protection of the environment, and that continued compliance will not have any material effect on our capital expenditures, earnings, or competitive position.

AsHUMAN ofCAPITAL March 29, 2025, we had 1,245 employees, 1,123 of whom were employed in the United States and 121 employed outside the United States. None of our employees are covered by collective bargaining agreements or work councils. Overall, we consider our employee relations to be good and believe our culture to be central to the success of the Company.MANAGEMENT

~~Health~~As ~~and Safety. The health and safety~~ of ~~our~~March ~~employees~~28, is2026, ofwe ~~utmost importance to us. We have~~had ~~enhanced~~1,413 ~~our safety program with additional training~~employees, ~~communications~~1,296 of ~~and~~whom ~~internal~~were ~~risk~~employed ~~and~~in ~~hazard~~the ~~assessments.~~United WeStates ~~conduct policy~~ and ~~procedure~~117 employed ~~reviews~~outside tothe ~~ensure~~United ~~compliance~~States. None ~~with~~of ~~health~~our ~~and~~employees ~~safety~~are ~~guidelines~~covered ~~and~~by ~~regulatory~~collective ~~requirements. We~~bargaining ~~provide~~agreements ~~protective~~or ~~gear~~work (ecouncils.g. Overall, ~~eye~~we ~~protection,~~consider ~~masks,~~our ~~and~~employee ~~gloves)~~relations asto ~~required~~be bygood ~~applicable standards~~ and asbelieve ~~appropriate. Our~~our ~~goal~~culture is to ~~achieve~~be acentral ~~level of work-related injuries as close~~ to ~~zero~~the assuccess ~~possible~~of ~~through~~the ~~continuous investment in our safety program~~Company.

~~Hiring~~Health ~~Practices~~and Safety. WeThe ~~seek~~health and safety of our employees is of utmost importance to ~~recruit~~us. We have enhanced our safety program with additional training, communications, and ~~hire~~internal ~~the~~risk ~~most~~and ~~qualified people~~hazard ~~for~~assessments. ~~our~~We ~~open~~conduct ~~positions~~policy ~~without~~and ~~regard~~procedure reviews to ~~protected~~ensure ~~status~~compliance ~~(age,~~with ~~color,~~health ~~disability,~~and ~~genetic~~safety ~~predisposition~~guidelines orand ~~carrier~~regulatory ~~status,~~requirements. We ~~national~~provide ~~origin~~protective gear (e.g., ~~race~~eye protection, ~~religion~~masks, ~~sex~~and ~~(including~~gloves) ~~pregnancy,~~as ~~sexual~~required ~~orientation,~~by applicable standards and ~~gender~~as ~~identity),~~appropriate. Our ~~status~~goal asis to achieve a ~~protected~~level ~~veteran~~of orwork-related injuries as aclose ~~member~~to ~~of any~~zero ~~other~~as ~~protected~~possible ~~group~~through orcontinuous ~~status)~~investment in our safety program.

~~Non-Harassment~~Hiring Practices. We ~~are~~seek ~~committed~~ to ~~maintaining~~recruit aand ~~workplace~~hire ~~free~~the ~~from~~most ~~all~~qualified people ~~forms~~for ofour ~~unlawful~~open ~~harassment~~positions ~~and~~without ~~discrimination.~~regard ~~Our commitment~~ to aprotected ~~discrimination-free~~status ~~work~~(age, ~~environment~~color, isdisability, ~~reflected~~genetic inpredisposition ~~our~~or ~~employee~~carrier ~~training~~status, innational ~~particular~~origin, ~~with~~race, ~~respect~~religion, tosex ~~our~~(including ~~policies~~pregnancy, ~~against~~sexual ~~harassment~~orientation, ~~(including~~and ~~sexual~~gender ~~harassment~~identity), instatus ~~the~~as ~~workplace~~a protected veteran or as a member of any other protected group or status).

~~Wellness~~Non-Harassment. ~~Our~~ We ~~Calibrated~~are ~~Wellness~~committed ~~Program prioritizes our employees’ well-being and is designed~~ to ~~enhance~~maintaining ~~their~~a ~~health. Our~~workplace ~~program~~free ~~includes~~from ~~wellness~~all ~~resources,~~forms ~~health~~of ~~education,~~unlawful ~~pharmaceutical~~harassment ~~cost guidance,~~ and adiscrimination. ~~no-cost~~Our ~~Employee~~commitment ~~Assistance Program, which includes worldwide access~~ to ~~visits~~a ~~with~~discrimination-free ~~mental~~work ~~health~~environment ~~care~~is ~~providers.~~reflected ~~Our~~in ~~program~~our ~~also~~employee ~~incentivizes~~training, ~~health~~in ~~and~~particular, ~~well-being~~with byrespect ~~providing~~to ~~reduced~~our ~~health~~policies ~~insurance~~against ~~premiums~~harassment ~~for~~(including ~~employees~~sexual ~~who~~harassment) ~~complete~~in ~~certain~~the ~~actions that encourage health and wellness~~workplace.

~~Compensation~~Wellness. Our ~~and~~Calibrated ~~Benefits.~~Wellness ~~Our~~Program ~~compensation~~prioritizes ~~and~~our employees’ ~~benefits~~well-being ~~program~~and is designed to ~~attract~~enhance ~~and~~their ~~reward~~health. Our ~~individuals~~program ~~who~~includes ~~demonstrate~~wellness ~~the~~resources, ~~ability~~health education, pharmaceutical cost guidance, and ~~desire~~a no-cost Employee Assistance Program, which includes worldwide access to ~~enhance~~visits ~~our~~with ~~workplace~~mental ~~culture,~~health ~~support~~care ~~our~~providers. ~~values,~~Our ~~drive~~program ~~our~~also ~~operational~~incentivizes health and ~~strategic~~well-being ~~goals,~~by ~~and~~providing ~~create~~reduced ~~long-term~~health ~~value~~insurance premiums for ~~our~~employees ~~shareholders~~who complete certain actions that encourage health and wellness.

WeCompensation ~~provide~~and ~~employees~~Benefits. ~~with~~Our ~~competitive~~ compensation ~~packages that include base salary~~ and ~~may~~benefits ~~also~~program ~~include~~is ~~annual~~designed ~~incentive~~to ~~bonuses~~attract and~~/or~~ ~~long-term~~reward ~~incentive~~individuals ~~awards,~~who ~~depending~~demonstrate ~~upon~~ the ~~employee’s~~ability ~~position. We believe that a compensation program with both short-term~~ and ~~long-term~~desire ~~incentive awards provides fair and competitive compensation and aligns employee and shareholder interests. In addition~~ to ~~salary and~~enhance ~~equity~~our ~~compensation~~workplace culture, wesupport ~~also~~our ~~offer employees benefits including health (medical~~values, ~~dental~~drive ~~and~~our ~~vision),~~operational ~~life~~ and ~~disability insurance,~~strategic ~~paid time off~~goals, ~~paid parental leave, tuition benefits,~~ and acreate ~~401(k)~~long-term ~~plan~~value ~~with~~for aour ~~Company match~~shareholders.

~~AVAILABLE~~We ~~INFORMATION~~provide employees with competitive compensation packages that include base salary and may also include annual incentive bonuses and/or long-term incentive awards, depending upon the employee’s position. We believe that a compensation program with both short-term and long-term incentive awards provides fair and competitive compensation and aligns employee and shareholder interests. In addition to salary and equity compensation, we also offer employees benefits including health (medical, dental and vision), life and disability insurance, paid time off, paid parental leave, tuition benefits, and a 401(k) plan with a Company match.

WeAVAILABLE file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and other information with the Securities and Exchange Commission (“SEC”). Our filings with the SEC are available on the SEC’s website at www.sec.gov. We also maintain a website at www.transcat.com. We make available, free of charge, in the Investor Relations section of our website, documents we file with or furnish to the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports. We make this information available as soon as reasonably practicable after we electronically file such materials with, or furnish such information to, the SEC. The information found on our website is not part of this or any other report we file with, or furnish to, the SEC. Copies of such documents are available in print at no charge to any shareholder who makes a request. Such requests should be made to our corporate secretary at our corporate headquarters, 35 Vantage Point Drive, Rochester, New York 14624.INFORMATION

13 We file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and other information with the Securities and Exchange Commission (“SEC”). Our filings with the SEC are available on the SEC’s website at www.sec.gov. We also maintain a website at www.transcat.com. We make available, free of charge, in the Investor Relations section of our website, documents we file with or furnish to the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports. We make this information available as soon as reasonably practicable after we electronically file such materials with, or furnish such information to, the SEC. The information found on our website is not part of this or any other report we file with, or furnish to, the SEC. Copies of such documents are available in print at no charge to any shareholder who makes a request. Such requests should be made to our corporate secretary at our corporate headquarters, 35 Vantage Point Drive, Rochester, New York 14624.

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ITEM 1A. RISK FACTORS

The following disclosures reflect the Company’s beliefs and opinions as to factors that could materially and adversely affect the Company, our securities, or could cause actual results to differ materially from those expressed or implied in our forward-looking statements. References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future. You should carefully consider the following risks and all other information included in this report. The risks and uncertainties described below and elsewhere in this report are not the only ones facing our business, and we cannot predict every event and circumstance that may adversely affect our business. If any of the following risks were to actually occur, our business, financial condition or results of operations would likely suffer.

Macroeconomic and Business Risks

Adverse changes in economic and market conditions, including an ongoing inflationary environment, amid rising energy costs, or uncertainty about future market conditions, may result in increased costs of operations and negatively impact the credit and securities markets generally, which could have a material adverse effect on our results of operations and the market price of our common stock. Our results of operations and the implementation of our business strategy could be materially and adversely affected by general conditions in the U.S. and global economy, including financial and economic conditions that are outside of our control. We are subject to risks arising from adverse changes in general economic market conditions, including rising energy costs, supply chain delays or interruptions, labor shortages, wage pressures, the ongoing inflationary environment, changes in interest rates, geopolitical events, political instability, global health crises, including epidemics and pandemics, or interruptions and other force majeure events.

Inflation has persisted in the United States and globally due in part to geopolitical events, a rise in energy prices, and strong consumer demand. An inflationary environment can increase our cost of labor as well as our energy and other operating costs which may have a material adverse impact on our financial results. In addition, economic conditions could impact and reduce the number of customers who purchase our products or services if they implement cost saving measures as credit becomes more expensive or unavailable. Although interest rates may remain relatively high for a sustained period, inflation may continue or prices for goods and energy may rise as a result of geopolitical events or the imposition or threatened imposition of tariffs. Further, uncertainty resulting from interest rate policy, trade policy or changes to interest rates in the future could have a negative effect on the securities markets generally which may, in turn, have a material adverse effect on the market price of our common stock. Further, uncertainty about future economic conditions could negatively affect our current and prospective customers causing them to delay purchase of services or test and measurement instruments. Poor economic conditions could materially and adversely impact our business, financial condition, operating results and cash flows.

The industries in which we compete are highly competitive, and we may not be able to compete successfully. Within our Service segment, we provide calibration services and compete in an industry that is highly fragmented and is composed of companies ranging from internationally recognized and accredited corporations to non-accredited sole proprietors, resulting in a tremendous range of service levels and capabilities. Also, within our Service segment, we provide compliance services and compete in an industry that is composed of ~~both small~~ local and regional service providers, integrated facilities management companies, and large multi-national companies who are also OEMs. Within our Service segment, some of our larger competitors may have broader service capabilities and may have greater name recognition than us. Some manufacturers of the products we sell may also offer calibration and compliance services for their products.

Within our Distribution segment, we compete with numerous companies, including several major manufacturers and distributors to make product sales. Most of the products we sell are available from several sources and our customers tend to have relationships with several distributors. Competitors in the product distribution industry could also obtain exclusive rights to market particular products, which we would then be unable to market. Manufacturers could also increase their efforts to sell directly to end-users and bypass distributors like us. Industry consolidation among distributors, the unavailability of products, whether due to our inability to gain access to products or interruptions in supply from manufacturers, or the emergence of new competitors could also increase competition and adversely affect our business or results of operations.

In each of the industries in which we compete, some of our competitors have greater financial and other resources than we do, which could allow them to compete more successfully. In the future, we may be unable to compete successfully and competitive pressures may reduce our sales and margin profile.

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We face significant competition in our Distribution segment, including from suppliers and web-based distributors, to make product sales and to source products. We may not be able to compete successfully. We face substantial and increased competition throughout the world, especially in our Distribution segment. The competition is changing, with certain of our vendors engaging directly with customers and web-based distributors increasing their market share. Some of our competitors are much larger than us. Changes in the competitive landscape pose new challenges that could adversely affect our ability to compete. Entry or expansion of other vendors into this market may establish competitors that have larger customer bases and substantially greater financial and other resources with which to pursue marketing and distribution of products. Their current customer base and relationships, as well as their relationships and ability to negotiate with manufacturers, may provide them with a competitive advantage. Additionally, if our vendors sell directly to customers, they may choose not to sell to us or to do so on less favorable and more costly terms, which could have a material and adverse impact on our results of operations. If we are unable to effectively compete with our current and future competitors, our ability to sell products could be harmed and negatively impact our Distribution segment. Any erosion of our competitive position could have a material adverse effect on our business, results of operations, and financial condition.

Our Service segment has a concentration of customers in the life science and other FDA-regulated businesses, as well as the industrial manufacturing, aerospace, defense, energy and utilities industries. A number of our Service segment customers operate life science, pharmaceutical, biotechnology, medical device and other FDA-regulated businesses. Federal and state budget pressures and changes in grant allocation policies may result in lower funding for certain of our life science customers, which may cause those customers to delay or halt spending on capital-intensive projects or make our competitors' offerings, like comprehensive facilities solutions, more attractive. We also serve the industrial manufacturing, energy and utilities, chemical manufacturing, aerospace and defense industries. In the oil and gas industry, customer demand for our services is sensitive to fluctuations in commodity prices, access to capital, and the regulatory environment, with less demand expected in a deregulatory environment. The concentration of our customer base affects our overall risk profile, since a significant portion of our customers would be similarly affected by changes in economic, political, regulatory, and other industry conditions. An abrupt or unforeseen change in conditions in these industries could adversely affect customer demand for our services, which could have a material adverse effect on our financial results.

Any impairment of goodwill or intangible assets could negatively impact our results of operations. Our goodwill and intangible assets are subject to an impairment test on an annual basis and are also tested whenever events and circumstances indicate that goodwill and/or intangible assets may be impaired. Any excess goodwill and/or indefinite-lived intangible assets value resulting from the impairment test must be written off in the period of determination. Intangible assets (other than goodwill and indefinite-lived intangible assets) are amortized over the useful life of such assets. In addition, we may record goodwill when we acquire or make an investment in a business based on the purchase price and the value of the acquired tangible and intangible assets. We have significantly increased our goodwill because of our acquisitions. We may subsequently experience unforeseen issues with the businesses we acquire, which may adversely affect the anticipated returns of the business or value of the intangible assets and trigger an evaluation of the recoverability of the recorded goodwill and intangible assets for the business. Determinations of significant write-offs of goodwill or intangible assets because of an impairment test or any accelerated amortization of other intangible assets could have a material negative impact on our results of operations and financial condition.

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~~Tariffs~~Changing ~~imposed~~trade orrelations, ~~threatened~~including by the ~~United~~imposition ~~States~~of ~~and other countries~~tariffs, ~~as well as changing trade relations,~~ regional and international conflicts, and political conditions could have a material adverse effect on our business and results of operations. Changes in United States and foreign governments’ trade policies, as well as volatility caused by regional and international conflicts, such as the ~~conflict~~conflicts in Iran and the Middle East and between Russia and Ukraine, Israel and Hamas, and the political climate in the United States, China, and Taiwan, have resulted in, and may continue to result in, economic volatility and coincide with tariffs on imports into and exports from the United States. For example, the United States has recently instituted or proposed changes in trade policies that include the negotiation or termination of trade agreements, the imposition of higher tariffs on imports into the United States, economic sanctions on individuals, corporations or countries, and other government regulations affecting trade between the United States and other countries. A number of other nations have proposed or instituted similar measures directed at trade with the United States in response. Tariffs on certain products and increasing energy costs can increase our costs of doing business. If we are unable to recover these costs, our profit margins may be negatively impacted. Similarly, if our customers are negatively impacted by increasing energy costs or the imposition or threatened imposition of tariffs, it may result in negative sentiment which may negatively impact demand for our products and services, which could negatively impact our results of operations. If our vendors or suppliers are unable to source products we purchase, our Distribution business may be negatively impacted. Diminished trade relations, conflicts between the United States and other countries increasing energy costs, and any escalation of tariffs could have a material adverse effect on our financial performance and results of operations.

Negative publicity and other reputational harm could impact the value of our brand and materially and adversely affect our business and results of operations. Negative publicity and other reputational harm relating to events or activities attributed to us, our policies, our employees or others associated with us, whether or not justified, may tarnish our reputation and reduce the value of our brand. Additionally, disclosure of our corporate governance practices, such as our environmental, social and governance initiatives, may draw negative publicity from our shareholders and other stakeholders. If our brand is negatively impacted, we may lose existing customer relationships, which would reduce our sales and negatively impact our results of operations and financial condition, and we may be unable to attract and retain key personnel, which would negatively impact our prospects.

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Risks Related to Acquisitions

We may not successfully integrate business acquisitions. We ~~completed~~have ~~two~~a historical track record of completing acquisitions, ~~during~~including ~~fiscal~~acquisitions ~~year~~within ~~2025~~our core business segments and ~~three~~in ~~acquisitions~~new ~~during~~and adjacent markets. In fiscal ~~year~~2026 ~~2024~~and 2025, we completed the two largest acquisitions in our history. We have a robust and diverse acquisition pipeline and may complete additional acquisitions in the future. If we fail to accurately assess and successfully integrate any recent or future business acquisitions particularly as they grow in size and complexity, we may not achieve the anticipated benefits, which could result in lower revenues, unanticipated operating expenses, reduced profitability and dilution of our book value per share. Successfully integrating acquisitions involves many challenges, including:

● The difficulty of integrating acquired operations and personnel with our existing operations; ● Implementing or remediating controls, procedures, and policies at the acquired company; ● Integrating the acquired company’s accounting, enterprise resource management and other administrative systems; ● In the case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political, and regulatory risks associated with specific countries; ● Currency and regulatory risks associated with operations in foreign countries; ● The difficulty of developing, marketing and forecasting demand for new products and services; ● Assessing the technology infrastructure and cyber and data security risk profile of the acquired company and integrating its systems into our IT systems, networks and services; ● Assessing acquisitions in adjacent or new markets and integrating such acquisitions due to our level of experience in such markets; ● Diverting management’s attention while evaluating, negotiating and integrating acquisitions; ● Our exposure to unforeseen liabilities of acquired companies; and ● The potential loss of key employees of an acquired operation.

In addition, we may seek acquisitions in adjacent or new markets where we have limited experience. Challenges in assessing acquisitions in adjacent or new markets and integrating such acquisitions due to our level of experience in such markets could result in a material adverse impact on our financial condition, operating results and stock price. For example, the acquisition of NEXA (recently rebranded to Transcat Solutions), a service segment business focused on the technical, consulting and staffing solutions market, expanded the scope of services we offer beyond our traditional calibration services and required more time for us to fully integrate into our operating plan.

In addition, an acquisition could adversely impact cash flows and/or operating results, and dilute shareholder interests for many reasons, including:

●	Charges to our income to reflect the impairment of acquired intangible assets, including goodwill;
●	Contingent consideration payments;
●	Agreements to provide indemnification for certain potential liabilities;
●	Interest costs and debt service requirements for any debt incurred in connection with an acquisition or new business venture; and
●	Any issuance of securities in connection with an acquisition or new business venture that dilutes or lessens the rights of our current shareholders.

If the integration of any or all of our acquisitions or future acquisitions is not successful, it could have a material adverse impact on our financial condition, operating results and stock price.

Our future business acquisition efforts may not be successful, which may limit our growth or adversely affect our results of operations, and financing future acquisitions could result in shareholder dilution and/or increase our leverage. Business acquisitions are an important part of our growth strategy. If we identify an appropriate acquisition candidate, we may not be able to successfully negotiate terms or finance the acquisition. If economic downturns or other matters of national or global concern continue for an extensive period of time or recur, our ability to pursue and consummate potential acquisitions could be materially adversely affected. In addition, to successfully complete targeted acquisitions, we may issue additional equity securities that could dilute our shareholders’ ownership, or we may incur additional debt, which would increase our leverage and our risk of default under our existing credit facility. If we fail to successfully acquire businesses, our growth and results of operations could be materially and adversely affected.

The indemnification provisions of acquisition agreements by which we have acquired companies or may, in the future, acquire companies may not fully protect us and as a result we may face unexpected liabilities. Certain of the acquisition agreements by which we have acquired companies or may, in the future, acquire companies generally require the former owners to indemnify us against certain liabilities related to the operation of the company before we acquired it. In most of these agreements, however, the liability of the former owners is limited, and certain former owners may be unable to meet their indemnification responsibilities. We cannot assure you that these indemnification provisions will protect us fully or at all, and as a result we may face unexpected liabilities that adversely affect our financial results.

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Operational Risks

Cybersecurity incidents could adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential information and/or damage to our business relationships, all of which could negatively impact our business, results of operations or financial condition. We rely extensively on information technology (“IT”) systems, some of which are provided by third parties, to support our business activities, including for orders and the storage, processing and transmission of our electronic, business-related, information assets used in or necessary to conduct business. The data we store and process may include customer payment information, personal information concerning our employees, confidential financial information and other types of sensitive business-related information. Numerous and evolving cybersecurity threats pose potential risks to the security of our IT systems, networks and services, as well as the confidentiality, availability and integrity of our data. Some of our office personnel work in remote environments which may exacerbate various cybersecurity risks to our business, including an increased risk of phishing and other social engineering attacks, and an increased risk of unauthorized dissemination of sensitive personal, proprietary or other confidential information. Global cybersecurity threats can range from uncoordinated individual attempts to gain unauthorized access to our IT systems to sophisticated and targeted measures known as advanced persistent threats. The techniques used in these attacks change frequently and may be difficult to detect for periods of time and we may face difficulties in anticipating and implementing adequate preventative measures. While we employ comprehensive measures to prevent, detect, address and mitigate these threats (including access controls, data encryption, vulnerability assessments, management training, continuous monitoring of our IT networks and systems and maintenance of backup and protective systems), cybersecurity incidents, depending on their nature and scope, could potentially result in the misappropriation, destruction, corruption or unavailability of critical data or proprietary information and the disruption of business operations. The potential consequences of a material cybersecurity incident include reputational damage, compromised employee, customer, or third-party information, litigation with third parties, regulatory actions, and increased cybersecurity protection and remediation costs, which in turn could adversely affect our business and results of operations. We maintain insurance intended to cover certain cybersecurity events, but such insurance may not cover all risks and losses that we experience. In addition, the laws and regulations governing security of data on IT systems and otherwise held by companies is are evolving and adding layers of complexity in the form of new requirements and increasing costs of attempting to protect IT systems and data and complying with new cybersecurity regulations.

If we experience a significant disruption in, or breach in security of, our IT systems, or if we fail to implement new systems and software successfully, our business could be adversely affected. Our IT systems may be susceptible to damage, disruptions or shutdowns due to power outages, hardware failures, telecommunication failures, user errors, catastrophes or other unforeseen events. Our IT systems also may experience interruptions, delays or cessations of service or produce errors in connection with system integration, software upgrades or system migration work that takes place from time to time. In addition, technology resources may be strained due to our remote users. If we were to experience a prolonged system disruption in the IT systems that involve our interactions with customers or suppliers, it could result in the loss of sales and customers and significant incremental costs, which could adversely affect our business.

Our revenue and ability to achieve our stated corporate objectives depends on our senior management and our ability to retain recruit, train and retain quality employees. Our success is dependent on our senior management and our ability to attract, retain and motivate qualified personnel, especially skilled service technicians. Competition for senior management is intense, and we may not be successful in attracting and retaining key personnel. Qualified skilled service technicians, operations management and leadership, and sales representatives are in high demand and are subject to competing offers. The ability to meet our labor, management, and leadership needs while controlling costs associated with hiring and training new employees is subject to external factors such as unemployment levels, ~~prevailing~~current market salary and wage rates, and the ~~available~~availability ~~labor~~of ~~pool~~skilled technicians in locations where we operate. The loss of services of any member of our senior management team or key employees, and the inability to attract and retain other qualified personnel, especially skilled service technicians, could affect our ability to achieve our stated corporate objectives and could adversely impact our business and results of operations.

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The profitability of our ~~Transcat~~Service ~~Solutions~~segment ~~business~~ depends toin apart ~~large extent~~ on ~~our~~the ~~ability~~prices towe ~~achieve~~are orable ~~maintain~~to ~~adequate~~charge ~~utilization and pricing rates~~ for our ~~technical service providers~~services. In ~~our~~The ~~Service~~prices ~~segment,~~we ~~Transcat~~charge ~~Solutions~~for ~~provides~~our ~~all of its~~ services, inincluding the ~~technical, consulting and staffing solutions market by providing services to improve asset management programs for our customers. The profitability of~~ Transcat Solutions ~~depends in part on ensuring that our technical service providers maintain adequate utilization rates (i.e.~~business, ~~the percentage of our provider’s working hours devoted to billable activities). Our utilization rates~~ are affected by a number of factors, including:

● The number, scope and timing of ongoing customer engagements; ● The timing of the commencement, completion and termination of engagements, which in many cases is unpredictable and subject to forces beyond our control; ● Our ability to continually secure new business engagements; ● Our ability to transition technical service providers promptly from completed projects to new assignments, and to engage newly-hired technical service providers quickly in revenue-generating activities; ● Our ability to forecast demand for our services and thereby maintain appropriate headcount in each of our geographies and workforces; ● Unanticipated changes in the scope or timing of customer engagements; ● Our need to devote time and resources to sales, training, professional development and other non-billable activities; ● Our ability to retain key colleagues and consulting professionals; ● Conditions affecting the industries in which our customers operate; and ● General financial and economic conditions.

For example, in the Transcat Solutions business, our revenue has been negatively impacted in part by delayed starts for customer projects, which has prevented us from fully utilizing all of our technical service providers. If the utilization rate for our technical service providers declines, our revenues, profit margin and profitability could decline, and our results of operations could be materially adversely affected.

The profitability of our Service segment, including the Transcat Solutions business, depends in part on the prices we are able to charge for our services. The prices we charge for our services, including the Transcat Solutions business, are affected by a number of factors, including:

●	Customers’ perception of our ability to add value through our services;
●	The market demand for the services we provide;
●	Our ability to develop new services and the introduction of new services by competitors;
●	The pricing policies of our competitors;
●	The extent to which our customers develop in-house or other capabilities to perform the services that they might otherwise purchase from us; and
●	General financial and economic conditions.

If we are unable to achieve and maintain adequate rates for our services, our profit margin and profitability could decline, and our results of operations could be materially adversely affected.

If we do not effectively compete in the test and measurement equipment market, our operating results may be adversely affected. We compete in the rental and distribution market on the basis of a number of factors, including equipment availability, price, service and reliability. Some of our competitors may offer similar equipment for rent or purchase at lower prices and may offer more extensive servicing, or financing options. In addition, if the supply of equipment available on the market significantly increases, demand for and pricing of our rental and distribution products could be adversely impacted, lowering our gross margins. Further, customers confronting competing budget priorities and more limited resources could lead to less demand for equipment and increased pressure on pricing. Failure to adequately forecast the adoption of and demand for equipment may cause us not to meet our customers’ equipment requirements and may adversely affect our operating results.

The profitability of our Transcat Solutions business depends to a large extent on our ability to achieve or maintain adequate utilization and pricing rates for our technical service providers. In our Service segment, Transcat Solutions provides all of its services in the technical, consulting and staffing solutions market by providing services to improve asset management programs for our customers. The profitability of Transcat Solutions depends in part on ensuring that our technical service providers maintain adequate utilization rates (i.e., the percentage of our provider’s working hours devoted to billable activities). Our utilization rates are affected by a number of factors, including:

●	The number, scope and timing of ongoing customer engagements;
●	The timing of the commencement, completion and termination of engagements, which in many cases is unpredictable and subject to forces beyond our control;
●	Our ability to continually secure new business engagements;
●	Our ability to transition technical service providers promptly from completed projects to new assignments, and to engage newly-hired technical service providers quickly in revenue-generating activities;
●	Our ability to forecast demand for our services and thereby maintain appropriate headcount in each of our geographies and workforces;
●	Unanticipated changes in the scope or timing of customer engagements;
●	Our need to devote time and resources to sales, training, professional development and other non-billable activities;
●	Our ability to retain key colleagues and consulting professionals;
●	Conditions affecting the industries in which our customers operate; and
●	General financial and economic conditions.

If the utilization rate for our technical service providers declines, our revenues, profit margin and profitability could decline, and our results of operations could be materially adversely affected.

If we fail to adapt our technology to meet customer needs and preferences, the demand for our products and services may diminish. Our future success will depend on our ability to develop services and solutions that keep pace with technological change, evolving industry standards and changing customer preferences in the markets we serve. For example, we sell our products and services to customers in several industries that may experience rapid technological changes, new product introductions, and evolving industry standards, including highly regulated industries. We cannot be sure that we will be successful in adapting existing or developing new technology or services in a timely or cost-effective manner or that the solutions we do develop will be successful in the marketplace. Our failure to keep pace with changes in technology, industry standards and customer preferences in the markets we serve could diminish our ability to retain and attract customers and retain our competitive position, which could adversely impact our business and results of operations.

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We rely on ~~our CalTrak®, Application Plus (our enterprise resource planning system (“ERP”)) and other~~ management information systems for inventory management, distribution, workflow, accounting and other functions. If our ~~CalTrak®, Application Plus or other~~ management information systems fail to adequately perform these functions, experience an interruption in their operation or a security breach, our business and results of operations could be adversely affected. The efficient operation of our business depends on our management information systems. We rely on ~~our~~ CalTrak®, IndySoft, Application Plus (our enterprise resource planning system ("ERP")) and other management information systems to effectively manage accounting and financial functions, customer service, warehouse management, order entry, order fulfillment, inventory replenishment, documentation, asset management, and workflow. Our management information systems are vulnerable to damage or interruption from computer viruses or hackers, natural or man-made disasters, vandalism, terrorist attacks, power loss, or other computer systems, internet, telecommunications or data network failures among other potential threats. Any such interruptions to our management information systems could disrupt our business and could result in decreased revenues, increased overhead costs, increased labor costs to mitigate system interruption downtime, excess inventory or product shortages, causing our business and results of operations to suffer. In addition, our management information systems are vulnerable to security breaches. Our security measures or those of our third-party service providers may fail to detect or prevent such security breaches. Security breaches could result in the unauthorized publication of our confidential business or proprietary information, the unauthorized release of customer, vendor, or employee data and payment information, the violation of privacy or other laws, and the exposure to litigation, any of which could harm our business and results of operations.

Our ERP is aging and may not be capable of integrating management information systems that we use or are used by companies we acquire, and we may experience issues from any implementation of a new ERP or be required to operate some management information systems separately from our ERP. We have an ERP to assist with the collection, storage, management and interpretation of data from our business activities to support future growth and to integrate significant processes. Although we use current versions of software and have support agreements in place, due to the age of our ERP it may not be capable of integrating management information systems that we use or are used by companies we acquire. We anticipate that a new ERP will be required to be implemented sometime in the future. ERP implementations are complex and time-consuming and involve substantial expenditures on system software and implementation activities, as well as changes in business processes. Our ERP system is critical to our ability to accurately maintain books and records, record transactions, provide important information to our management and prepare our consolidated financial statements. ERP implementations also require the transformation of business and financial processes in order to reap the benefits of the ERP system; any such transformation involves risks inherent in the conversion to a new computer system, including loss of information and potential disruption to our normal operations. Any disruptions, delays or deficiencies in the design and implementation of a new ERP system could adversely affect our ability to process orders, provide services and customer support, send invoices and track payments, fulfill contractual obligations or otherwise operate our business. Additionally, if the ERP system does not operate as intended, the effectiveness of our internal control over financial reporting could be adversely affected or our ability to assess our internal controls adequately could be delayed.

We depend on manufacturers to supply inventory to our Distribution segment and if our vendors fail to provide desired products to us, increase prices, or fail to timely deliver products, or if supply chain delays, interruptions, or product shortages occur, our revenue and gross profit could suffer. Similar to other distributors in our industry, we occasionally experience supplier shortages and are unable to purchase our desired volume of products. Our ability to offer a wide variety of products to our customers is dependent upon our ability to obtain adequate product supply from manufacturers and other suppliers. Any disruption in our sources of supply, particularly of the most commonly sold items, could result in a loss of revenues, reduced margins, and damage to our relationships with customers. Supply shortages may occur as a result of unanticipated increases in demand or difficulties in production or delivery. In addition, we may be adversely impacted by disruptions within our supply chain network. Such disruptions may result from weather-related events, natural disasters, international trade disputes or trade policy changes or restrictions, tariffs or import-related taxes, third-party strikes, lock-outs, work stoppages or slowdowns, shortages of supply chain labor and truck drivers, shipping capacity constraints, military conflicts, acts of terrorism, public health issues (including pandemics or quarantines), civil unrest or other factors beyond our control. When shortages occur, our suppliers often allocate products among distributors. The loss of, or a substantial decrease in the availability of, products from our suppliers or the loss of key supplier arrangements could adversely impact our financial condition, operating results, and cash flows, as well as our ability to benefit from ongoing supply chain initiatives.

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Our future success may be affected by our current and future indebtedness. Under our credit agreement, as of March 29, 2025, we owed $32.7 million to our secured creditor, a commercial bank, including $1.8 million borrowed under a $15.0 million term loan to fund acquisitions and provide additional working capital. We may borrow additional funds in the future to support our growth and working capital needs. We are required to meet financial tests on a quarterly basis and comply with other covenants customary in secured financings. Although we believe that we will continue to comply with such covenants, if we do not remain in compliance with such covenants, our lender may demand immediate repayment of amounts outstanding. Furthermore, we are dependent on credit from manufacturers of our products to fund our inventory purchases. If our debt burden increases to high levels, such manufacturers may restrict our credit. Our cash requirements will depend on numerous factors, including the rate of growth of our revenues, the timing and levels of products purchased, payment terms, and credit limits from manufacturers, the timing and level of our accounts receivable collections and our ability to manage our business profitably. Our ability to satisfy our existing obligations, whether or not under our secured credit facility, will depend upon our future operating performance, which may be impacted by prevailing economic conditions and financial, business, and other factors described in this report, many of which are beyond our control.

We face risks associated with foreign currency rate fluctuations. We currently transact a portion of our business in foreign currencies, namely the Canadian dollar and the Euro. During fiscal years 2025 and 2024, approximately 10% of our total revenues were denominated in Canadian dollars and Euros. Conducting business in currencies other than U.S. dollars subjects us to fluctuations in currency exchange rates that could have a negative impact on our reported operating results. Fluctuations in the value of the U.S. dollar relative to the Canadian dollar and the Euro impact our revenues, cost of revenues and operating margins and result in foreign currency transaction gains and losses. During fiscal year 2025, the value of the U.S. dollar relative to one Canadian dollar and to one Euro ranged from 1.34 to 1.45 and from 0.89 to 0.98, respectively.

We continually utilize short-term foreign exchange forward contracts to reduce the risk that future earnings denominated in Canadian dollars would be adversely affected by changes in currency exchange rates. However, this strategy does not eliminate our exposure. If there is a significant or prolonged downturn in the Canadian dollar or the Euro, it could have an adverse impact on our business and financial condition.

Our inability to adequately enforce and protect our intellectual property or defend against assertions of infringement could prevent or restrict our ability to compete. We rely on intellectual property in order to maintain a competitive advantage. Our inability to defend against the unauthorized use of these assets could have an adverse effect on our results of operations and financial condition. Litigation may be necessary to protect our intellectual property rights or defend against claims of infringement. This litigation could result in significant costs and divert our management’s focus away from operations.

Hurricanes, other adverse weather events, national or regional catastrophes or natural disasters could negatively affect the local economies we serve or disrupt our operations, which could have an adverse effect on our business or results of operations. Our market areas include the Gulf Coast and Mid-Atlantic regions of the United States, and Puerto Rico, which are susceptible to hurricanes, and the Western United States, which is susceptible to wildfires. Such weather events and natural disasters can disrupt our operations, result in damage to our properties and negatively affect the local economies in which we operate. Future hurricanes, extreme weather events and natural disasters could result in damage to certain of our facilities and the equipment located at such facilities, or equipment on rent with customers in those areas. Even if our properties suffer no direct damage from such events, the operations of our customers could be disrupted, and our supply chain impacted. In addition, climate change could lead to an increase in intensity or occurrence of hurricanes or other adverse weather events, including severe winter storms. Future occurrences of these events, as well as regional or national catastrophes or natural disasters, and their effects may adversely impact our business or results of operations.

We may be involved in legal proceedings from time to time arising from the operation of our business and, as such, we could incur substantial judgments, fines, legal fees, or other costs. From time to time, we may be the subject of complaints or litigation from customers, employees, vendors, or other third parties for various actions. We also may be involved in litigation involving claims related to breach of contract, tortious conduct, employment and labor law matters, and others. The damages sought against us in these matters could be substantial. Although we maintain liability insurance for certain legal claims, if one or more of the claims were to greatly exceed our insurance coverage limits or if our insurance policies do not cover a claim, our expenses could increase significantly and management’s focus could be diverted away from our operations, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

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Our future success may be affected by our current and future indebtedness. Under our credit agreement, as of March 28, 2026, we owed $99.9 million to our secured creditors, commercial banks, under a $150.0 million credit facility. We may borrow additional funds in the future to support our growth and working capital needs. We are required to meet financial tests on a quarterly basis and comply with other covenants customary in secured financings. Although we believe that we will continue to comply with such covenants, if we do not remain in compliance with such covenants, our lender may demand immediate repayment of amounts outstanding. Furthermore, we are dependent on credit from manufacturers of our products to fund our inventory purchases. If our debt burden increases to high levels, such manufacturers may restrict our credit. Our cash requirements will depend on numerous factors, including the rate of growth of our revenues, the timing and levels of products purchased, payment terms, and credit limits from manufacturers, the timing and level of our accounts receivable collections and our ability to manage our business profitably. Our ability to satisfy our existing obligations, whether or not under our secured credit facility, will depend upon our future operating performance, which may be impacted by prevailing economic conditions and financial, business, and other factors described in this report, many of which are beyond our control.

We face risks associated with foreign currency rate fluctuations. We currently transact a portion of our business in foreign currencies, namely the Canadian dollar and the Euro. During fiscal years 2026 and 2025, less than 10% of our total revenues were denominated in Canadian dollars and Euros. Conducting business in currencies other than U.S. dollars subjects us to fluctuations in currency exchange rates that could have a negative impact on our reported operating results. Fluctuations in the value of the U.S. dollar relative to the Canadian dollar and the Euro impact our revenues, cost of revenues and operating margins and result in foreign currency transaction gains and losses. During fiscal year 2026, the value of the U.S. dollar relative to one Canadian dollar and to one Euro ranged from 1.35 to 1.44 and from 0.83 to 0.93, respectively. As a result of the SCM acquisition, a Costa Rican entity, we will also be exposed to currency exchange rate risk related to Colones starting in fiscal year 2027.

Our inability to adequately enforce and protect our intellectual property or defend against assertions of infringement could prevent or restrict our ability to compete. We rely on intellectual property in order to maintain a competitive advantage. Our inability to defend against the unauthorized use of these assets could have an adverse effect on our ability to compete in the calibration market and results of operations and financial condition. Litigation may be necessary to protect our intellectual property rights or defend against claims of infringement. This litigation could result in significant costs and divert our management’s focus away from operations, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Hurricanes, other adverse weather events, national or regional catastrophes or natural disasters could negatively affect the local economies we serve or disrupt our operations, which could have an adverse effect on our business or results of operations. Our market areas include the Gulf Coast and Mid-Atlantic regions of the United States, and Puerto Rico, which are susceptible to hurricanes, and the Western United States, which is susceptible to wildfires. Such weather events and natural disasters can disrupt our operations, result in damage to our properties and negatively affect the local economies in which we operate. Future hurricanes, extreme weather events and natural disasters could result in damage to certain of our facilities and the equipment located at such facilities, or equipment on rent with customers in those areas. Even if our properties suffer no direct damage from such events, the operations of our customers could be disrupted, and our supply chain could be impacted. In addition, climate change could lead to an increase in intensity or occurrence of hurricanes or other adverse weather events, including severe winter storms. Future occurrences of these events, as well as regional or national catastrophes or natural disasters, and their effects may adversely impact our business or results of operations.

We may be involved in legal proceedings from time to time arising from the operation of our business and, as such, we could incur substantial judgments, fines, legal fees, or other costs. From time to time, we may be the subject of complaints or litigation from customers, employees, vendors, or other third parties for various actions. We also may be involved in litigation involving claims related to breach of contract, tortious conduct, employment and labor law matters, and others. The damages sought against us in these matters could be substantial and an adverse outcome in litigation could have a material adverse effect on how we operate our business. Although we maintain liability insurance for certain legal claims, if one or more of the claims were to greatly exceed our insurance coverage limits or if our insurance policies do not cover a claim, our expenses could increase significantly and management’s focus could be diverted away from our operations, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

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Risks Related to our Stock

We expect that our quarterly results of operations will fluctuate., ~~Such fluctuations~~ which could cause our stock price to decline. A large portion of our expenses for our Service segment, including expenses for facilities, equipment and personnel are relatively fixed. Accordingly, if revenues decline or do not grow as we anticipate, we may not be able to correspondingly reduce our expenses in any particular quarter. Our quarterly revenues and operating results have fluctuated in the past and are likely to do so in the future. Historically, our fiscal third and fourth quarters have been stronger than our fiscal first and second quarters due to industrial operating cycles. Fluctuations in industrial demand for products we sell and services we provide could cause our revenues and operating results to fluctuate. Project-based service revenue is similarly subject to fluctuation due to longer sales cycles and factors beyond our control, such as customer financial constraints, the regulatory environment, and changes in economic, political, and industry conditions, which can create challenges in forecasting our revenue. If our operating results in some quarters fail to meet the expectations of stock market analysts and investors, our stock price may decline.

Our stock price may be volatile. The stock market experiences significant price and volume fluctuations that are both related and unrelated to the operating performance of companies. Our stock may be affected by market volatility and by our own performance. The following factors, among others, may have a significant effect on the market price of our common stock:

●	Developments in our relationships with significant customers in our service segment;
●	Developments in our relationships with current or future manufacturers of products we distribute;
●	Announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;
●	Litigation or governmental proceedings or announcements involving us or our industry;
●	Economic and other external factors, such as inflation, changes in interest rates, a recession, disasters or other national or global crises;
●	Public health issues including pandemics and epidemics;
●	Sales of our common stock or other securities in the open market;
●	Repurchases of our common stock on the open market or in privately-negotiated transactions;
●	Period-to-period fluctuations in our operating results; and
●	Our ability to satisfy our debt obligations.

In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted. Securities class action litigation against us could result in significant costs and divert our management’s focus away from our operations, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

The relatively low trading volume of our common stock may limit your ability to sell your shares. Although our shares of common stock are listed on the Nasdaq Global Market, we have historically experienced a relatively low trading volume, averaging approximately 68121,000 shares a day in fiscal ~~2025~~2026. If our low trading volume continues in the future, holders of our shares may have difficulty selling shares of our common stock in the manner or at a price that they desire.

If significant existing shareholders sell large numbers of shares of our common stock, our stock price could decline. The market price of our common stock could decline if a large number of our shares are sold in the public market by our existing shareholders or as a result of the perception that such sales could occur. Due to the relatively low trading volume of our common stock, the sale of a large number of shares of our common stock may significantly depress the price of our common stock.

Because we do not intend to declare or pay dividends on our shares of common stock for the foreseeable future, any return to our shareholders will be limited to the increase, if any, of the price of our common stock. We have not declared any cash dividends since our inception and have no current plans to pay any dividends in the foreseeable future. Our shareholders have no contractual or other legal right to dividends that have not been declared. Any return to our shareholders will therefore be limited to the increase, if any, in the price of our common stock.

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Regulatory Risks

~~Tax~~We ~~rates~~have ~~applicable~~identified tomaterial usweaknesses ~~may~~in ~~change.~~our ~~Tax~~internal ~~legislation~~control ~~initiatives~~over ~~could~~financial ~~adversely~~reporting, ~~affect our net earnings~~ and ~~tax~~if ~~liabilities.~~we We are ~~subject~~unable to ~~the~~remediate ~~tax laws and regulations of~~ the ~~United~~material ~~States federal,~~weaknesses ~~state~~or ~~and~~maintain ~~local~~an ~~governments,~~effective assystem ~~well~~of asinternal ~~foreign~~control ~~jurisdictions.~~over ~~From~~financial ~~time to time~~reporting, ~~various legislative initiatives may be enacted that could adversely affect~~ our ~~tax~~ability ~~positions. Tax laws and regulations are extremely complex and subject~~ to ~~varying~~produce ~~interpretations.~~timely ~~The Tax Cuts~~ and ~~Jobs~~accurate ~~Act~~financial ofstatements ~~2017 made broad~~ and ~~complex~~comply changes to the U.S. tax code, such as reducing the Federal corporate income tax rate from 35% to 21%. Any additional modifications to key aspects of the tax code could materially affect our tax obligations and negatively impact our effective tax rate. Although we believe that our tax positions are sound and consistent with applicable laws, ~~regulations~~ and ~~existing~~regulations ~~precedent,~~could ~~there can~~ be noadversely ~~assurance that our tax positions will not be challenged by relevant tax authorities or that we would be successful in any such challenge~~impacted.

~~Changes~~As inof ~~accounting standards, legal requirements and~~ the ~~Nasdaq~~end ~~Global~~of ~~Market~~fiscal ~~listing standards~~2026, orwe ~~our~~concluded ~~ability~~that ~~to comply with any existing requirements or standards, could adversely affect~~ our ~~operating~~internal ~~results. Extensive~~control ~~reforms~~over ~~relating to public company~~ financial reporting, ~~corporate~~was ~~governance~~not ~~and~~effective ~~ethics,~~due ~~the~~to material ~~Nasdaq~~weaknesses ~~Global~~related ~~Market listing standards and oversight of the accounting profession have been implemented over the past several years and continue~~ to ~~evolve.~~our ~~Compliance~~control ~~with~~environment ~~these rules, regulations~~ and ~~standards that have resulted from such reforms has increased~~ our ~~accounting~~control ~~and legal costs and has required significant management time and attention~~activities. InAs ~~the~~a ~~event that additional rules~~result, ~~regulations~~there oris ~~standards~~a ~~are~~reasonable ~~implemented~~possibility orthat ~~any~~a ~~of the existing rules, regulations or standards to which we are subject undergoes additional~~ material ~~modification,~~misstatement ~~we could be forced to spend significant financial and management resources to ensure our continued compliance, which could have an adverse effect on our results~~ of operations. For example, the additional reporting requirements relating to tracking greenhouse gas emissions and other climate-related disclosure from various U.S. states and foreign jurisdictions could significantly increase our ~~accounting,~~annual ~~consulting and legal expenses. Should we be~~ or ~~become~~interim ~~unable~~consolidated tofinancial ~~comply~~statements ~~with~~would ~~any~~not ofbe ~~such~~prevented ~~rules, regulations and standards, as they presently exist~~ or asdetected ~~they~~on ~~may~~a ~~exist~~timely ~~in the future, our results of operations could be adversely affected and the market price of our common stock could decline~~basis.

~~Our~~The ~~international operations expose us to legal and regulatory risks, which could have a~~ material ~~effect~~weaknesses onincrease ~~our~~the ~~business. Our~~risk ~~international~~that ~~operations are governed by various United States laws and regulations~~errors, ~~including the Foreign Corrupt Practices Act (“FCPA”)~~fraud, ~~and~~or ~~other~~misstatements ~~foreign~~could ~~anti-bribery~~occur ~~laws. The FCPA~~ and ~~similar~~remain ~~anti-corruption~~undetected, ~~laws~~which ~~generally~~could ~~prohibits~~require ~~companies~~us ~~and~~to ~~their~~restate ~~intermediaries~~our ~~from~~financial ~~making~~statements, ~~improper~~result ~~payments~~in toSEC ~~foreign~~enforcement ~~government~~actions, ~~officials~~litigation, ~~for the purpose of obtaining~~ or ~~retaining~~loss ~~business. Because~~ of ~~our~~investor ~~international operations~~confidence, weand ~~are~~impair ~~subject~~our ability to ~~the~~timely ~~anti-bribery~~and ~~laws~~accurately ofreport ~~non-US~~financial ~~jurisdictions where we operate~~results. Any ~~alleged~~restatement or ~~actual~~delay ~~violations~~in ofreporting ~~these~~could oradversely ~~other~~affect ~~relevant~~our ~~regulations~~reputation, ~~may~~business ~~subject~~relationships, usaccess to ~~government scrutiny~~capital, ~~severe~~regulatory ~~criminal~~compliance, orNasdaq ~~civil sanctions and other liabilities and could negatively affect our business~~listing, ~~reputation, operating results~~ and ~~financial~~stock ~~condition~~price.

23 We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to remediate the identified material weaknesses or prevent additional material weaknesses or significant deficiencies from occurring in the future. Changes in our business, acquisitions, growth, personnel turnover, system implementations, increased transaction complexity, or expansion into new markets could further strain our control environment and increase the risk of control failures. If we are unable to maintain effective internal control over financial reporting on an ongoing basis, we may not be able to reliably produce accurate financial statements, comply with applicable reporting requirements, or sustain market confidence, which could have a material adverse effect on our business, results of operations, and financial condition.

Tax rates applicable to us may change. Tax legislation initiatives could adversely affect our net earnings and tax liabilities. We are subject to the tax laws and regulations of the United States federal, state and local governments, as well as foreign jurisdictions. From time to time, various legislative initiatives may be enacted that could adversely affect our tax positions. Tax laws and regulations are extremely complex and subject to varying interpretations. Any additional modifications to key aspects of the tax code could materially affect our tax obligations and negatively impact our effective tax rate. Although we believe that our tax positions are sound and consistent with applicable laws, regulations and existing precedent, there can be no assurance that our tax positions will not be challenged by relevant tax authorities or that we would be successful in any such challenge.

Changes in accounting standards, legal requirements and the Nasdaq Global Market listing standards, or our ability to comply with any existing requirements or standards, could adversely affect our operating results. Compliance with the rules, regulations and standards relating to public company financial reporting, corporate governance and ethics, the Nasdaq Global Market listing standards and oversight of the accounting profession has increased our accounting and legal costs and requires significant management time and attention. In the event that additional rules, regulations or standards are implemented or any of the existing rules, regulations or standards to which we are subject undergoes additional material modification, we could be forced to spend significant financial and management resources to ensure our continued compliance, which could have an adverse effect on our results of operations. For example, the additional reporting requirements relating to tracking greenhouse gas emissions and other climate-related disclosure from various U.S. states and foreign jurisdictions could significantly increase our accounting, consulting and legal expenses. Should we be or become unable to comply with any of such rules, regulations and standards, as they presently exist or as they may exist in the future, our results of operations could be adversely affected and the market price of our common stock could decline.

Our international operations expose us to legal and regulatory risks, which could have a material effect on our business. Our international operations are governed by various United States laws and regulations, including the Foreign Corrupt Practices Act (“FCPA”), and other foreign anti-bribery laws. The FCPA and similar anti-corruption laws generally prohibit companies and their intermediaries from making improper payments to foreign government officials for the purpose of obtaining or retaining business. Because of our international operations, we are subject to the anti-bribery laws of non-US jurisdictions where we operate. Any alleged or actual violations of these or other relevant regulations may subject us to government scrutiny, severe criminal or civil sanctions and other liabilities and could negatively affect our business, reputation, operating results and financial condition.

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ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

Cybersecurity Risk Management and Strategy. We have processes for assessing, identifying, and managing cybersecurity threats, and cybersecurity is an integral part of our overall enterprise risk management program which is overseen by our Audit Committee and the Board of Directors. Our strategy includes a comprehensive cybersecurity framework, utilizing advanced technologies and methodologies, such as cloud migrations and deployment of threat detection tools to mitigate potential risks. Continuous risk assessments help us better refine our strategy, guiding the deployment of technical safeguards and shaping our incident response plans. For acquired companies, our integration strategies prioritize establishing comprehensive timelines for harmonizing information security, data privacy, and cybersecurity practices. This includes a strong focus on aligning employee education programs to ensure a seamless transition and uphold security and privacy standards across our entities.

We take a risk-based approach to cybersecurity, which begins with the identification and evaluation of cybersecurity risks or threats that could affect our operations, finances, legal or regulatory compliance, or reputation. The scope of our evaluation encompasses risks that may be associated with both our internally managed IT systems and key business functions and sensitive data operated or managed by third-party service providers, ensuring the service providers adhere to our security standards, thereby safeguarding our integrated operations. The strategic migration of our data centers and infrastructure to secure cloud environments, coupled with the implementation of targeted technical cybersecurity measures, underscores our dedication to establishing foundational security across our users, applications, data, systems, and networks.

We have established a comprehensive incident response plan to swiftly address and recover from cybersecurity incidents, minimizing operational impact. We conduct regular trainings and simulations to enhance our team's awareness and preparedness against cyber threats. Our proactive approach to addressing identified vulnerabilities affirms the continuous improvement of our security posture.

Use of Consultants and Advisors. We engage various third-party cybersecurity service providers to assess and enhance our cybersecurity practices and assist with the protection and monitoring of our systems and information. This encompasses a range of services, including network monitoring, endpoint protection, vulnerability assessments, and penetration testing. Additionally, we engage cybersecurity consultants, auditors, and other third parties, such as a third-party consulting firm, to rigorously evaluate our cyber processes. This includes a comprehensive assessment of our incident response procedures, ensuring they meet the highest standards of readiness and effectiveness.

To ensure the integrity and security of our operations, we have implemented stringent processes to evaluate third-party service providers and vendors that have access to sensitive systems, as well as company and customer data. This evaluation may include due diligence procedures such as assessments of the service provider’s cybersecurity posture or recommendations for specific mitigation controls. Following an assessment, we determine and prioritize service provider risk based on potential threat impact and likelihood. These risk determinations are crucial in driving the level of due diligence and ongoing compliance monitoring required for each service provider.

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Board Oversight and Management’s Role. The Board of Directors, both directly and through the delegation of responsibilities to the Audit Committee oversees the proper functioning of our cybersecurity risk management program to ~~ensures~~coordinate strategic alignment and governance of our cybersecurity efforts at the highest level. In particular, the Audit Committee assists the Board of Directors in its oversight of management’s responsibility to assess, manage and mitigate risks associated with our business and operational activities, to administer our various compliance programs, in each case including cybersecurity concerns, and to oversee our information technology systems, processes and data.

Management has implemented robust risk management structures, policies, and procedures, with day-to-day cybersecurity risk management being a core responsibility. Our Chief Information Officer ("CIO") spearheads the assessment and management of cybersecurity risks, ensuring that our strategies and actions are both proactive and responsive to the evolving cybersecurity landscape. Supporting this effort, we have a cross-departmental approach to cyber security management. This ensures that our executive leadership team receives comprehensive quarterly updates on cybersecurity from various teams within the organization. Such updates are instrumental in promoting stakeholder engagement across all levels and enhancing management's oversight of cybersecurity. The content of these updates includes progress on ongoing cybersecurity initiatives, insights from recent threat assessments or incidents, findings and action plans derived from external vulnerability and penetration tests, and key performance metrics aligned with industry standards. Our CIO ~~and~~reports ~~our Chief Financial Officer report~~ risks to the Audit Committee on a quarterly basis.

Risks from Material Cybersecurity Threats. Despite ongoing cyber-attacks, such as unauthorized access, phishing, and ransomware, we have not identified any cybersecurity incidents that have materially affected or are reasonably anticipated to have a material effect on our business strategy, results of operations, or financial condition. Our proactive security measures, alongside those of our third-party vendors, aim to protect our information technology systems and the sensitive data they hold. To bolster our cybersecurity posture, Transcat has engaged a third-party Managed Security Services Provider ("MSSP") to enhance our defensive capabilities. This partnership includes comprehensive vulnerability scanning both internally and externally to detect potential security weaknesses before they can be exploited. Our MSSP also provides round-the-clock monitoring through a 24x7x365 Security Operations Center ("SOC"), safeguarding our digital assets ("Endpoint Detection and Response - EDR"), identities ("Identity Detection and Response - IDR"), and integrating supplemental logging sources such as firewalls and Enterprise Resource Planning systems ("Extended Detection and Response - XDR"). Furthermore, we have established Incident Response as a Service ("IRaaS") to ensure rapid and effective action in the event of a security breach.

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ITEM 2. PROPERTIES

The following table presents the leased and owned properties that are material to our business as of March 2928, ~~2025~~2026:

		Approximate
Property	Location	Square Footage
Corporate Headquarters, Calibration Service Center and Distribution Center	Rochester, NY		48,500
Calibration Service Center and Headquarters for Canadian Operations	Montreal, QC		27,500
Calibration Service Center, Office and Warehouse	Chelmsford, MA		33,600
Calibration Service Center and Headquarters for Canadian Operations	Lachine, QC		27,500
Calibration Service Center, Rental and Used Equipment Distribution Center	Houston, TX		22,300
Calibration Service Center	Burnsville, MN		20,000
Calibration Service Center and Warehouse	Burnsville, MN		20,000
Calibration Service Center	~~Denver~~Aurora, CO		19,400
Calibration Service Center	~~Los Angeles~~Fullerton, CA		18,200
Calibration Service Center	~~Toronto~~Burlington, ON		16,900
Calibration Service Center	Cherry Hill, NJ		14,800
Calibration Service Center and Warehouse	Paxinos, PA		14,500
Calibration Service Center	Philadelphia, PA		14,000
Rental Distribution Center	Harvey, LA		14,000
Calibration Service Center	~~Cleveland~~Mentor, OH		13,800
Calibration Service Center and Warehouse	Norfolk, VA		13,100
Calibration Service Center	Milford, MA		12,100
Calibration Service Center, Rental and Used Equipment Distribution Center	Dayton, OH		12,000
Calibration Service Center	West Carrollton, OH		12,000
Calibration Service Center	~~Vista~~San Diego, CA		911,~~900~~000
Rental Distribution Center	Vista, CA		9,900
Rental Distribution Center	Gray, LA		9,400
Rental Distribution Center	Broussard, LA		9,000
Rental Distribution Center	Broussard, LA		9,000
Calibration Service Center	~~Boston~~Andover, MA		8,900
Calibration Service Center	Sturtevant, WI		8,000
Calibration Service Center and Warehouse	Tempe, AZ		8,300
Calibration Service Center and Warehouse	Sturtevant, WI		8,000
Calibration Service Center	Portland, OR		8,000
Calibration Service Center	Indianapolis, IN		7,600
Calibration Service Center	Palm Beach, FL		7,600
Calibration Service Center	Somerset, PA		7,200
Calibration Service Center	Portland, OR		7,000
Calibration Service Center	Cincinnati, OH		5,900
Calibration Service Center	San Diego, CA		5,500
Calibration Service Center	Chesterfield, MO		5,500
Corporate Office and Calibration Service Center	Cork, Ireland		5,500
Calibration Service Center	Tempe, AZ		5,300
Calibration Service Center	Charlotte, NC		4,900
Calibration Service Center	Chesapeake, VA		4,600
Calibration Service Center	Mundelein, IL		4,500
Calibration Service Center	Phoenix, AZ		4,200
Calibration Service Center	Ottawa, ON		4,000
Calibration Service Center	Addison, IL		3,600
Calibration Service Center	~~Burnsville~~Palm Beach Gardens, MNFL		3,~~000~~400
Corporate Office and Calibration Service Center	Cork, Ireland		3,100
Fleet Garage	Burnsville, MN		3,000
Mobile Service Unit and Offices	Pittsburgh, PA		2,200
Calibration Service Center	Los Alamitos, CA		1,900
Calibration Service Center	South Decatur, AL		1,700
Calibration Service Center	San Juan , PR		1,600
Calibration Service Center	Eau Claire, WI		1,200
Mobile Service Unit and Offices	Columbia City, IN		1,400
Calibration Service Center and Warehouse	Eau Claire, WI		1,200

We believe that our properties are in good condition, are well maintained and are generally suitable and adequate to carry on our business in its current form.

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ITEM 3. LEGAL PROCEEDINGS

From time to time we are a party to or otherwise involved in legal proceedings arising out of the normal course of business. Management does not believe that there is any pending or threatened proceeding against us, which, if determined adversely, would have a material adverse effect on our business, results of operations or financial condition.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is traded on the Nasdaq Global Market under the symbol “TRNS”. As of May 22, ~~2025~~2026, we had approximately ~~500~~150 shareholders of record.

DIVIDENDS

Our credit agreement limits our ability to pay cash dividends to certain amounts in any single fiscal year and over the term of the credit agreement. See Note 3 to the Consolidated Financial Statements included in Item 8 of Part II of this report. We have not declared any cash dividends since our inception and have no current plans to pay any dividends in the foreseeable future.

ITEM 6. [RESERVED]

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of financial condition and results of operations should be read in conjunction with our financial statements and related notes appearing elsewhere in this annual report. In addition to historical information, the following discussion and analysis includes forward looking statements that involve risks, uncertainties and assumptions. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in “Risk Factors” and elsewhere in this annual report. See the discussion under “Cautionary Note Regarding Forward Looking Statements” beginning on page 1 of this annual report.

OVERVIEW

Operational Overview. 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 operate our business through two reportable business segments, Service and Distribution, which offer a comprehensive range of services and products to the same customer base.

Our strength in our Service segment is based upon our wide range of disciplines, our investment in quality systems and our ability to provide accredited calibrations to customers in highly regulated targeted market segments. Our services range from the calibration and repair of a single unit to managing a customer’s entire calibration program. We believe our Service segment offers an opportunity for long-term growth and the potential for continuing revenue from established customers with regular calibration cycles and recurring laboratory instrument service requirements.

Our Service segment has shown consistent revenue growth over the past several years, ending fiscal year ~~2025~~2026 with its ~~64th~~68th consecutive quarter of year-over-year growth. This segment has benefited from both organic growth as well as acquisitions over those 64 68 quarters. The business acquisitions that we made have been focused on expanding our service capabilities, increasing our geographic reach and leveraging our Calibration Service Centers and other infrastructure to create operational synergies.

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Our Service segment revenue growth was 719.07% for fiscal year ~~2025~~2026 from fiscal year ~~2024~~2025. This increase was primarily due to the acquisitions of ~~Martin~~Essco and ~~Becnel~~Martin. Acquired revenue, which represents revenue generated from acquisitions ~~completed~~for twelve months ~~after~~subsequent ~~the~~to ~~end of~~ the ~~prior~~acquisition ~~year~~date, was $1030.49 million. ~~Service~~ Segment revenue was also impacted by the number of weeks. Fiscal year 2025 had 52 weeks, while fiscal year 2024 had 53 weeks. When adjusted for the 52/53 week impact, organic service revenue increased by 2.7%. The Service segment gross margin decreased by 4090 basis points. Service segment gross margin decreases were primarily due to ~~small~~costs associated with new customer wins and lower than expected levels of organic ~~revenue~~growth ~~increases~~in ~~offset~~the byfirst ~~decreased~~half ~~margins~~of the fiscal year, which rebounded in the ~~Transcat~~second ~~Solutions~~half ~~business~~of the year.

In our Distribution segment, we sell and offer for rent, professional grade handheld test and measurement instruments. Because we specialize in professional grade handheld test and measurement instruments, as opposed to a wide array of industrial products, our sales and customer service personnel can provide value-added technical assistance to our customers to aid them in determining what product best meets their particular application requirements. We have expertise in the procurement and sale of used equipment, furthering our ability to add value for our customers. We also have a higher-end electronic test and measurement equipment rental business that augments our organically grown test and measurement equipment rental business. Through our website and sales teams, customers can place orders for test and measurement instruments and can elect to have their purchased instruments calibrated and certified by our Calibration Service Centers before shipment as well as on regular post-purchase intervals. Pre-shipment calibration and certification allows our customers to place newly purchased instruments into service immediately upon receipt.

Sales in our Distribution segment are generally not consumable items but are instruments purchased as replacements, upgrades or for expansion of manufacturing or research and development facilities. As such, this segment can be heavily impacted by changes in the economic environment. As customers increase or decrease capital and discretionary spending, our Distribution sales will typically be directly impacted.

In fiscal year ~~2025~~2026, Distribution segment sales increased by 718.82%. This increase in sales primarily due to ~~sales~~rentals ~~from~~of ~~the~~$7.5 million, ~~acquisition~~product sales of ~~Becnel~~$10.2 ~~and~~million, ~~increases~~including incontributions ~~traditional~~from ~~rental~~the ~~products~~Martin and Essco acquisitions of $4.4 million.

The Distribution segment gross margin in fiscal year ~~2025~~2026 increased by 20320 basis points. The increase in segment gross margin was primarily due to increased margins from rental revenue, ~~which now includes Becnel,~~ and a favorable mix of higher margin products sold.

~~Initiatives~~Our ~~implemented~~focus ~~within~~remains ~~this~~on ~~segment include~~ adding new in-demand vendors and product lines, expanding the number of SKUs that we offer with and without pre-shipment calibration and offering equipment rental and used equipment options. Management believes this diversification strategy will mitigate the impact that any particular industry or sector will have on the overall performance of this segment as well as help to further differentiate us from our competitors going forward.

Financial Overview. A Indiscussion ~~evaluating~~regarding our financial condition and results of operations for the fiscal year ~~2025~~ended March 29, ~~investors~~2025 ~~should~~and ~~consider~~year-to-year ~~that~~comparisons webetween ~~operate~~fiscal onyear a2025 and fiscal ~~52/53-week~~year ended March 30, 2024 ("fiscal year 2024"), ~~ending~~which ~~the~~are ~~last~~not ~~Saturday~~included in ~~March.~~this InForm ~~a 52~~10-~~week~~K, ~~fiscal~~can ~~year,~~be ~~each~~found ofunder ~~the~~“Management’s ~~four~~Discussion ~~quarters~~and isAnalysis aof ~~13-week~~Financial ~~period.~~Condition Inand aResults ~~53-week~~of ~~fiscal~~Operations” ~~year~~in Part II, Item 7 of the ~~last~~Company’s ~~quarter~~Annual isReport aon 14Form 10-~~week~~K ~~period.~~for ~~Fiscal~~the fiscal year ended ~~2025 consisted~~March of29, 522025 ~~weeks~~ and ~~fiscal~~are ~~year 2024~~incorporated ~~consisted~~by ofreference ~~53 weeks~~herein.

ATotal ~~discussion~~revenue ~~regarding our financial condition and results of operations~~ for ~~the~~ fiscal year ~~ended March~~2026 ~~30,~~was ~~2024~~$331.9 million. ~~and~~This ~~year-to-year~~represented ~~comparisons~~an ~~between~~increase ~~fiscal~~of ~~year~~$53.5 million ~~2024~~or 19.2% ~~and fiscal~~versus ~~year~~total ~~ended~~revenue ~~March~~of ~~25,~~$278.4 ~~2023~~million ("for fiscal year ~~2023"),~~2025. This ~~which~~increase ~~are~~was ~~not~~primarily ~~included~~due into ~~this~~recently ~~Form~~completed ~~10-K~~acquisitions, ~~can~~increased berental ~~found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II~~sales, ~~Item~~subcontracted ~~7 of the Company’s Annual Report on Form 10~~third-Kparty ~~for~~vendor ~~the~~sales ~~fiscal year ended March 30, 2024~~ and ~~are~~product/equipment ~~incorporated by reference herein~~sales.

~~Total~~Service revenue ~~for fiscal year 2025~~ was $~~278~~217.42 million. ~~This~~in ~~represented~~fiscal year 2026, an increase of $1835.98 million or 19.7%.3 Service revenue accounted for 65.4% ~~versus~~of our total revenue ofduring ~~$259~~fiscal year 2026.~~5 million~~ ~~for~~Of our Service revenue in fiscal year ~~2024~~2026, 85. ~~This~~0% was ~~increase~~generated ~~was~~by ~~primarily~~our ~~due~~Calibration toService ~~recently~~Centers ~~completed~~and ~~acquisitions,~~cost control and ~~increased~~optimization ~~rental~~services ~~sales,~~while ~~which~~13.6% was ~~includes~~generated ~~incremental~~through ~~revenue~~subcontracted ~~from~~third-party anvendors, ~~acquisition~~compared ~~completed~~with 86.1% and 12.8%, respectively, in fiscal year 2025. The remainder of our Service revenue in each period was derived from freight charges.

Service revenue was $181.4 million in fiscal year 2025, an increase of $11.9 million or 7.0%. Service revenue accounted for 65.2% of our total revenue during fiscal year 2025. Of our Service revenue in fiscal year 2025, 86.0% was generated by our Calibration Service Centers and cost control and optimization services while 12.8% was generated through subcontracted third-party vendors, compared with 86.6% and 12.3%, respectively, in fiscal year 2024. The remainder of our Service revenue in each period was derived from freight charges. 29

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Distribution sales were $97114.07 million in fiscal year ~~2025~~2026, an increase of $717.07 million or 718.82%. Distribution sales accounted for 34.86% of our total revenue in fiscal year ~~2025~~2026.

Sales to domestic customers comprised 9394.34% of total Distribution sales in fiscal year ~~2025~~2026, while 54.76% were to Canadian customers and 1.0% were to customers in other international markets.

~~Total~~Operating ~~gross~~expenses ~~profit~~were ~~was~~ $8995.50 million, inor ~~fiscal year~~28.6% ~~2025~~of ~~compared~~total torevenue, ~~$83.8 million~~ in fiscal year 2026 ~~2024,~~compared anwith ~~increase of~~ $571.6 million, or 625.7%. of ~~Total~~total ~~gross margin was 32.1%~~revenue, ~~which~~in ~~is a 20 basis point decrease versus~~ fiscal year ~~2024~~2025. ~~Service~~Operating ~~gross~~income ~~margin~~ was 33$13.3 million, or 4.0% of total revenue, in fiscal year ~~2025~~2026 compared with 33$17.89 million, or 6.4% of total revenue, in fiscal year ~~2024,~~2025. aThe ~~40 basis~~year-over-year ~~point~~increase ~~decrease.~~in ~~Distribution~~selling, ~~gross~~marketing ~~margin~~and warehouse expenses was ~~29.7% in~~primarily ~~fiscal~~due ~~year~~to ~~2025~~amortization ~~compared~~expense ~~with~~of ~~29.~~$5%.3 million inrelated ~~fiscal~~to ~~year~~recent ~~2024~~acquisitions, a$3.1 20million due to employee compensation, including ~~basis~~incentive-based ~~point~~employee ~~increase.~~costs ~~This~~due ~~decrease~~to inhigher ~~service~~sales. ~~gross~~The ~~margin~~year-over-year increase in ~~fiscal~~general ~~year 2025~~and ~~was~~administrative ~~primarily~~expenses ~~largely~~was ~~the~~due ~~result~~to ofincremental ~~lower~~expenses ~~revenue~~from ~~and~~acquired ~~gross~~businesses ~~margins~~(including ~~for~~stock ~~Transcat~~expense ~~Solutions~~of $3. ~~The~~8 ~~increase~~million), inincreased ~~the~~payroll ~~distribution~~costs ~~segment~~of ~~gross~~$5.9 ~~margin~~million, ~~was~~executive ~~primarily~~transition ~~due~~costs toof ~~increased~~$1.7 ~~margins~~million ~~from~~and ~~rental~~continued ~~revenue,~~investments ~~which~~in ~~now~~technology ~~includes~~of ~~Becnel~~$1.1 million.

~~Operating~~CRITICAL ~~expenses~~ACCOUNTING ~~were~~ESTIMATES $71.6 million, or 25.7% of total revenue, in fiscal year 2025 compared with $64.0 million, or 24.7% of total revenue, in fiscal year 2024. Operating income was $17.9 million, or 6.4% of total revenue, in fiscal year 2025 compared with $19.8 million, or 7.6% of total revenue, in fiscal year 2024. The year-over-year increase in selling, marketing and warehouse expenses was due to increased expenses related to recent acquisitions, especially acquisition related amortization expense, and higher incentive-based employee costs due to higher sales. The year-over-year increase in general and administrative expenses was due to incremental expenses from acquired businesses (including stock expense), increased payroll costs for new employees and continued investments in technology.

~~Net~~An ~~income~~appreciation ~~for~~of ~~fiscal~~our ~~year 2025~~critical ~~was~~accounting ~~$14.5 million~~policies ~~compared~~and ~~with~~estimates ~~$13~~is necessary to understand our financial results.~~6 million~~ inThese ~~fiscal~~policies ~~year~~may ~~2024~~require management to make difficult and subjective judgments regarding uncertainties, including the business and economic uncertainty resulting from volatile geopolitical conditions and the high interest rate and inflationary cost environment, and as a ~~$0.9 million~~result, ~~increase~~such estimates may significantly impact our financial results. ~~Diluted~~The ~~earnings~~precision ~~per~~of ~~share~~these ~~for~~estimates ~~fiscal~~and ~~year 2025~~the ~~was~~likelihood ~~$1.57 compared~~of ~~with~~future ~~$1.63 for~~changes ~~fiscal~~depend ~~year~~on ~~2024,~~a number of underlying variables and a $0range of possible outcomes.~~06 per~~ ~~diluted~~We ~~share~~applied ~~decrease~~our critical accounting estimation methods consistently in all material respects and for all periods presented.

~~CRITICAL~~Our ~~ACCOUNTING~~critical ~~POLICIES~~accounting ~~AND~~estimates ~~ESTIMATES~~ are:

~~Use~~● ofrevenue Estimates. The preparation of our Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States (“GAAP”) requires that we make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions are used for, but not limited to, allowance for credit losses and returns, inventory reserves, estimated levels of achievement for performance-based restricted stock units, fair value of stock options, depreciable lives of fixed assets, estimated lives of major catalogs and intangible assets, fair value of the goodwill reporting units, and the valuation of assets acquired, liabilities assumed and consideration transferred in business acquisitions. Future events and their effects cannot be predicted with certaintyrecognition; accordingly, our accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of our Consolidated Financial Statements will change as new events occur, as more experience is acquired, as additional information is obtained, and as our operating environment changes. Our estimates are evaluated on an ongoing basis and are drawn from historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results could differ from those estimates. Such changes and refinements in estimation methodologies are reflected in reported results of operations in the period in which the changes are made and, if material, their effects are disclosed in the Notes to our Consolidated Financial Statements.

●

goodwill and other intangible assets;

●

business combinations; and

●

income taxes.

The following items in our Consolidated Financial Statements require significant estimation or judgment:

~~Accounts~~Revenue ~~Receivable~~Recognition. ~~Accounts~~Revenues ~~receivable~~are ~~represents~~recorded ~~amounts~~based ~~due~~on ~~from customers in~~ the ~~ordinary~~amount ~~course~~ of ~~business.~~consideration ~~These~~we ~~amounts~~expect ~~are~~to ~~recorded~~be ~~net~~entitled ofto ~~the~~as ~~allowance~~a ~~for~~result ~~credit~~of ~~losses and~~satisfying ~~returns~~our inperformance ~~the~~obligations. ~~Consolidated~~Revenue ~~Balance~~on ~~Sheets.~~our ~~The~~point ~~allowance~~in ~~for~~time ~~credit~~contracts ~~losses~~ is ~~based~~recognized ~~upon~~when the ~~expected~~customer ~~collectability~~obtains control of ~~accounts~~the ~~receivable~~product. WeRevenue ~~apply~~on ~~a specific formula to~~ our ~~accounts~~over ~~receivable~~time ~~aging,~~contracts ~~which~~is ~~may~~recognized beusing ~~adjusted~~the output onmethod aas ~~specific~~this ~~account~~portrays ~~basis where~~ the ~~formula~~transfer ~~may~~of ~~not~~control ~~appropriately~~to ~~reserve~~the ~~for loss exposure~~customer. ~~After~~The ~~all~~transaction ~~attempts~~price tofor ~~collect~~our acontracts ~~receivable~~represents ~~have~~our ~~failed,~~best ~~the~~estimate ~~receivable~~of ~~is written-off against~~ the ~~allowance~~consideration ~~for~~we ~~credit~~will ~~losses.~~receive Aand ~~returns~~includes ~~reserve~~assumptions isregarding ~~calculated~~variable ~~based~~consideration, ~~upon~~as ~~the~~applicable. ~~historical~~We ~~rate~~estimate ofand ~~returns~~reserve ~~applied~~for toour ~~revenues~~expected ~~over~~credit aloss ~~specific~~exposure ~~timeframe.~~based ~~The~~on ~~returns~~our ~~reserve~~experience ~~will~~with ~~increase~~past ordue ~~decrease~~accounts asand acollectibility, ~~result~~write-off ofhistory, ~~changes in~~ the ~~level~~aging of ~~revenues~~accounts ~~and/or~~receivable, ~~the~~our ~~historical~~analysis ~~rate~~ of ~~returns.~~customer ~~Management~~data, ~~believes~~and ~~that~~forward-looking ~~the~~information, ~~allowances~~leveraging ~~are~~estimates ~~appropriate~~of tocreditworthiness ~~cover~~and ~~anticipated~~projections ~~losses~~of ~~under~~default ~~current~~and ~~conditions.~~recovery ~~However,~~rates ~~unexpected~~for ~~changes~~certain orof ~~deterioration~~our ~~in economic conditions could materially change these expectations~~customers.

29 We assess the goods and services promised in our contracts to identify separate performance obligations. This evaluation requires judgment, particularly in determining whether goods or services are distinct and should be accounted for separately or combined. Changes in these judgments could affect the timing of revenue recognition. The transaction price may include fixed and variable consideration, such as discounts, rebates, refunds, or credits. We estimate variable consideration using either the expected value or most likely amount method, subject to the constraint that it is probable that a significant reversal of revenue will not occur. Estimating variable consideration requires significant judgment, including historical experience, current and expected market conditions and customer-specific factors.

See Note 1 to our consolidated financial statements for further information on our revenue recognition and related policies.

Goodwill and Intangible Assets. Goodwill represents the excess of the purchase price over the values assigned to the underlying net assets of an acquired business and is not amortized. As of March 28, 2026, we had $218.2 million of recorded goodwill allocated to the Company's two reporting units - Service and Distribution. We test goodwill for impairment, typically by assessing qualitative factors, for each reporting unit on an annual basis during the fourth quarter of each fiscal year or more frequently if conditions indicate that such impairment could exist. Events that would indicate impairment and trigger an interim impairment assessment include, but are not limited to, current economic and market conditions, including a decline in market capitalization, a significant adverse change in legal factors, business climate or operational performance of the business, and an adverse action or assessment by a regulator.

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~~Inventory~~In addition to a qualitative analysis, accounting guidance allows for a company to elect to perform a quantitative analysis in lieu of the qualitative analysis. ~~Inventory~~The ~~consists~~Company elected to perform a quantitative analysis in fiscal year 2026, which considers whether the carrying amount of ~~products~~a ~~purchased~~reporting ~~for~~unit ~~resale~~exceeds ~~and~~its fair value, in which case an impairment charge is ~~valued~~recorded atto the ~~lower~~extent the reporting unit’s carrying value exceeds its fair value. We estimated the fair value of ~~cost~~our ortwo ~~net~~reporting ~~realizable~~units, Service and Distribution, using the fair market value measurement requirement. Estimated ~~Costs~~fair ~~are~~value is determined using discounted cash flows and requires an analysis of several estimates including future cash flows or income consistent with management’s strategic business plans, annual sales growth rates, perpetuity growth assumptions and the selection of assumptions underlying a discount rate (weighted-average cost ~~method~~ of ~~inventory~~capital) ~~valuation~~based on market data available at the time. ~~Inventory~~Significant management judgment is ~~reduced~~necessary byto estimate the impact of competitive operating, macroeconomic and other factors (including those related to volatile geopolitical conditions and a ~~reserve~~high ~~for~~interest ~~items~~rate ~~not~~and ~~saleable~~inflationary atcost environment) to estimate future levels of sales, operating profit or ~~above~~cash ~~cost~~flows. byAll ~~applying~~assumptions aused ~~specific~~in ~~loss~~our ~~factor~~impairment evaluations for goodwill, ~~based~~such onas ~~historical~~forecasted ~~experience~~growth rates (including perpetuity growth assumptions) and ~~current~~weighted-average ~~demand~~cost of capital, toare ~~specific~~based ~~categories~~on ofthe best available market information and are consistent with our ~~inventory~~internal forecasts and operating plans. ~~Inventory~~A isdeterioration atin ~~risk~~these ofassumptions ~~obsolescence~~could ifadversely ~~economic~~impact ~~conditions~~our ~~change~~results. ~~Relevant~~Additionally, ~~economic~~goodwill ~~conditions~~resulting ~~include~~from ~~changing~~recent ~~consumer~~acquisitions ~~demand,~~is ~~customer~~more ~~preferences~~susceptible orto ~~increasing~~impairment ~~competition~~because it is recorded at fair value at the time of acquisition. WeThese ~~believe~~assumptions ~~these~~could ~~risks~~be ~~are~~adversely ~~largely~~impacted ~~mitigated~~by ~~because~~certain ~~our~~of ~~inventory~~the ~~typically~~risks ~~turns~~described ~~several~~in ~~times~~“Item ~~per~~1A. ~~year~~Risk Factors”. WeThe ~~evaluate~~quantitative analysis showed that the ~~adequacy~~estimated fair values of each of the ~~reserve~~reporting onunits aexceed ~~quarterly~~the ~~basis~~carrying values.

~~Business~~Based ~~Acquisitions.~~on ~~We apply~~ the ~~acquisition~~results ~~method~~ of ~~accounting~~our ~~for~~qualitative ~~business~~impairment ~~acquisitions.~~testing ~~Under~~performed during the ~~acquisition~~fourth ~~method,~~quarter ~~identifiable~~of ~~assets~~fiscal ~~acquired,~~year ~~liabilities assumed and consideration transferred are measured at their acquisition-date fair value. We use a valuation hierarchy to determine the fair values used. Historically~~2025, we ~~have~~determined ~~relied,~~that init ~~part,~~was ~~upon~~more ~~the~~likely ~~use~~than ofnot ~~reports~~that ~~from third-party valuation specialists to assist in~~ the ~~estimation of~~ fair values. ~~Purchase~~exceeded ~~price allocations are subject to revision within~~ the ~~measurement~~carrying ~~period,~~values for ~~not to exceed one year from the date of acquisition. The fair value of contingent consideration is determined at~~ each reporting ~~period~~unit ~~with changes reflected in the statement of operations. Administration costs to acquire a business may include, but are not limited to, fees for accounting, legal~~ and ~~valuation~~there ~~services~~were ~~and~~no ~~are~~impairments ~~recorded~~ as ~~incurred in our Consolidated Statement~~ of March ~~Income~~29, 2025.

~~Goodwill~~Intangible ~~and~~assets, ~~Intangible~~namely ~~Assets.~~customer ~~Goodwill~~base ~~represents~~and ~~the~~covenants ~~excess~~not ofto ~~the~~compete, ~~purchase~~represent ~~price~~an ~~over~~allocation ~~the~~of ~~values~~purchase ~~assigned~~price to ~~the~~identifiable ~~underlying~~intangible ~~net~~ assets of an acquired business. ~~and~~These isintangible ~~not~~assets are amortized. Asover oftheir ~~March~~estimated ~~29,~~useful ~~2025~~lives and are reviewed for impairment if and when indicators are present. Intangible assets, wenet ~~had~~of accumulated amortization, were $~~176~~77.9 7 million as of ~~recorded~~March ~~goodwill~~28, 2026.

Intangible assets, ~~namely~~are ~~customer~~evaluated ~~base~~for ~~and~~impairment ~~covenants~~when ~~not~~events toor ~~compete,~~changes ~~represent~~in anbusiness ~~allocation~~circumstances ofindicate ~~purchase~~that ~~price~~the tocarrying ~~identifiable~~amount ~~intangible~~of the assets ofmay annot ~~acquired~~be ~~business~~fully recoverable. In ~~These~~the ~~intangible~~event ~~assets~~a ~~are~~trigger ~~amortized~~is ~~over~~identified, ~~their~~the ~~estimated~~carrying ~~useful~~value ~~lives~~of ~~and~~the ~~are~~asset ~~reviewed~~group ~~for~~is ~~impairment~~compared ifto ~~and~~the ~~when~~undiscounted cash flows from that asset group. There were no intangible asset impairment indicators ~~are~~identified ~~present~~during the years ended March 28, 2026 or March 29, 2025.

WeBusiness ~~test~~Combinations. ~~goodwill~~We ~~for~~apply ~~impairment~~the ~~for~~acquisition ~~each~~method ~~reporting~~of ~~unit~~accounting onfor anbusiness ~~annual~~combinations ~~basis~~and ~~during~~allocate the ~~fourth~~purchase ~~quarter~~price of ~~each~~an ~~fiscal~~acquisition ~~year~~to orthe ~~immediately~~various iftangible ~~conditions~~and ~~indicate~~intangible ~~that~~assets ~~such~~acquired ~~impairment~~and ~~could~~liabilities ~~exist.~~assumed Webased ~~estimate~~on ~~the~~their ~~fair~~estimated ~~value of our reporting units using the~~ fair ~~market value measurement requirement~~values. WeHistorically, we have ~~the~~relied, ~~option~~in topart, ~~perform~~upon athe ~~qualitative~~use ~~assessment~~of toreports ~~determine~~from ifthird-party itvaluation isspecialists ~~more~~to ~~likely~~assist ~~than~~in ~~not that~~ the ~~fair~~estimation ~~value~~ of afair ~~reporting~~values ~~unit~~using ~~has~~assumptions ~~declined~~about ~~below~~future ~~its~~revenues ~~carrying~~and ~~value.~~expenses, ~~This~~as ~~assessment~~well ~~considers~~as ~~various~~discount ~~financial,~~factors ~~macroeconomic, industry~~ and ~~segment~~income ~~specific~~tax ~~qualitative factors~~rates. ~~Based~~ onPurchase ~~the~~price ~~results~~allocations ofare ~~our~~subject ~~qualitative~~to ~~impairment~~revision ~~testing,~~within wethe ~~have~~measurement ~~determined~~period, ~~that~~not itto ~~was~~exceed ~~more~~one ~~likely~~year ~~than~~from ~~not~~the ~~that~~date ~~the~~of acquisition. The fair ~~values~~value ~~exceeded~~of ~~the~~contingent ~~carrying~~consideration ~~values~~is ofdetermined ~~goodwill~~at ~~for~~ each reporting ~~unit~~period ~~and~~with ~~there~~changes ~~were~~reflected noin ~~impairments~~the asstatement of ~~each of March 29, 2025 and March 30, 2024~~operations.

Intangible assets are evaluated for impairment when events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. In the event a trigger is identified, the carrying value of the asset group is compared to the undiscounted cash flows from that asset group. There were no intangible asset impairment indicators identified during the years ended March 29, 2025 or March 30, 2024.

Income Taxes. We record deferred income taxes for the effects of timing differences between financial and tax reporting. These differences relate primarily to operating leases, goodwill and intangible assets, depreciation and amortization and stock-based compensation. We base our deferred income taxes, accrued income taxes and provision for income taxes upon income, statutory tax rates, the legal structure of our Company, interpretation of tax laws and tax planning opportunities available to us in the various jurisdictions in which we operate. We file income tax returns in the U.S. federal jurisdiction, various states, Canada and Ireland. We have been audited by federal, state and foreign tax authorities, but a number of years may elapse before an uncertain tax position, for which we have unrecognized tax benefits, is audited and finally resolved. From time to time, these audits result in assessments of additional tax. If a loss is determined to be probable as a result of an audit, an accrual is established.

We apply a more-likely-than-not threshold to the recognition and derecognition of uncertain tax positions. Accordingly, we recognize the amount of tax benefit that has a greater than 50% likelihood of being ultimately realized upon settlement. Future changes in judgments and estimates related to the expected ultimate resolution of uncertain tax positions will affect income in the quarter of such change. While it is often difficult to predict the final outcome or the timing of resolution of any particular uncertain tax position, we believe that our unrecognized tax benefits reflect the most likely outcome.

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Stock-Based Compensation. We measure the cost of services received in exchange for all equity awards granted, including stock options and restricted stock units, based on the fair market value of the award as of the grant date. The Company uses the Black-Scholes option pricing model to estimate the fair value of stock options granted. The application of this pricing model involves assumptions that require judgment and are sensitive in the determination of compensation expense. The fair market value of our common stock on the date of each option grant is determined based on the most recent closing price on our primary trading stock exchange, currently the Nasdaq Global Market.

We record compensation cost related to unvested equity awards by recognizing, on a straight-line basis, the unamortized grant date fair value over the remaining service period for awards expected to vest. In accordance with Accounting Standards Updates (“ASU”) 2016-09, excess tax benefits for share-based award activity are reflected in the Consolidated Statement of Income as a component of the provision for income taxes. Excess tax benefits are realized benefits from tax deductions for exercised awards in excess of the deferred tax asset attributable to stock-based compensation costs for such awards. We did not capitalize any stock-based compensation costs as part of an asset. We estimate forfeiture rates based on our historical experience.

We grant timed-based and performance-based restricted stock units as a component of executive and key employee compensation. These restricted stock units are either time vested or vest following the third fiscal year from the date of grant subject to cumulative diluted earnings per share growth targets over the eligible period. Compensation cost ultimately recognized for these restricted stock units will equal the grant-date fair market value of the unit that coincides with the actual outcome of the performance conditions. On an interim basis, we record compensation cost based on the expected level of achievement of the performance conditions. The expense relating to the time vested restricted stock units is recognized on a straight-line basis over the requisite service period for the entire award.

Stock options vest either immediately or over a period of up to five years using a straight-line basis and expire either five years or ten years from the date of grant. The expense relating to options is recognized on a straight-line basis over the requisite service period for the entire award.

See Note 6 to our Consolidated Financial Statements for further disclosure regarding our stock-based compensation.

Post-retirement Health Care Plans. The Company has a defined benefit post-retirement health care plan which provides long-term care insurance benefits, medical and dental insurance benefits, and medical premium reimbursement benefits to eligible retired corporate officers and their eligible spouses.

For accounting purposes, the defined benefit post-retirement health care plan requires assumptions to estimate the projected and accumulated benefit obligations, including the following variables: discount rate; certain employee-related factors, such as retirement age and mortality; and health care cost trend rates. These and other assumptions affect the annual expense and obligations recognized for the underlying plans. Our assumptions reflect our historical experiences and management's best judgment regarding future expectations.

Increasing the assumed health care cost trend rate by one percentage point would increase the accumulated post-retirement benefit obligation and the annual net periodic post-retirement benefit cost by $0.1 million. A one percentage point decrease in the healthcare cost trend would decrease the accumulated post-retirement benefit obligation and the annual net periodic post-retirement benefit cost by $0.1 million.

Recently Issued Accounting Pronouncements. In the normal course of business, management evaluates all new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) to determine the potential impact they may have on our consolidated financial statements. For a discussion of the newly issued accounting pronouncements see “Recently Adopted Accounting Pronouncements” and "Recent Accounting Guidance Not Yet Adopted" under Note 1 to the Consolidated Financial Statements included in Item 8 of Part II of this report.

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RESULTS OF OPERATIONS

The following table sets forth, for fiscal years ~~2025~~2026 and ~~2024~~2025, the components of our Consolidated Statements of Income.

	FY 2025			FY 2024
	FY 2026			FY 2025
As a Percentage of Total Revenue:
Service Revenue		65.24	%		65.32	%
Distribution Sales		34.86	%		34.78	%
Total Revenue		100.0	%		100.0	%
Gross Profit Percentage:
Service Gross Profit		3332.45	%		33.84	%
Distribution Gross Profit		2932.79	%		29.57	%
Total Gross Profit		32.16	%		32.31	%
Selling, Marketing and Warehouse Expenses		12.09	%		1112.10	%
General and Administrative Expenses		1315.78	%		13.67	%
Total Operating Expenses		2528.76	%		2425.7	%
Operating Income		6.4.0	%		7.6.4	%
Interest and Other Expenses, net		(01.26	)%		(0.52	)%
Income Before Provision for Income Taxes		62.64	%		76.16	%
Provision for Income Taxes		10.48	%		1.84	%
Net Income		51.26	%		5.32	%

FISCAL YEAR ENDED March 2928, ~~2025~~2026 COMPARED TO FISCAL YEAR ENDED March 3029, ~~2024~~2025 (dollars in thousands):

Revenue:

	Fiscal Year Ended
	March 29,		March 30,		Change
	March 28,		March 29,		Change
	2025		2024		$		%
	2026		2025		$		%
Revenue:
Service	$	~~181~~217,~~428~~209	$	~~169~~181,~~525~~428	$	1135,~~903~~781		719.07	%
Distribution		96114,~~993~~668		8996,~~956~~993		717,~~037~~675		718.82	%
Total	$	~~278~~331,~~421~~877	$	~~259~~278,~~481~~421	$	1853,~~940~~456		719.32	%

Total revenue was $~~278~~331.49 million in fiscal year ~~2025~~2026 compared to $~~259~~278.54 million in fiscal year ~~2024~~2025, an increase of $1853.95 million or 719.32%. ~~When normalizing for the fewer days from fiscal year 2025's 52 weeks versus fiscal year 2024’s 53 weeks, the Company estimates that its full year revenue growth was approximately 9.1%.~~

Service revenue, which accounted for 65.24% and 65.32% of our total revenue in fiscal years ~~2025~~2026 and ~~2024~~2025, respectively, increased $1135.98 million, or 719.07% from fiscal year ~~2024~~2025 to fiscal year ~~2025~~2026. This year-over-year increase included $1030.49 million of incremental revenue from the acquisitions of ~~Becnel~~Essco and Martin. It also included service organic revenue growth of 23.70% ~~when adjusted for the 52/53 week impact~~, which was driven by continued market share gains,. Service ~~offset~~organic byrevenue ~~comparatively~~is ~~lower~~a ~~revenue~~non-GAAP ~~from~~measure. ~~the~~See ~~Transcat~~"Non-GAAP ~~Solutions~~Financial ~~business~~Measures” below.

Our fiscal years ~~2025~~2026 and ~~2024~~2025 service ~~Service~~ revenue growth in relation to prior fiscal year quarter comparisons, was as follows:

	FY 2025												FY 2024
	FY 2026												FY 2025
	Q4			Q3			Q2			Q1			Q4			Q3			Q2			Q1
Service Revenue Growth		1118.34	%		029.1	%		619.49	%		912.83	%		1711.53	%		150.41	%		176.54	%		179.68	%

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The growth in fiscal year ~~2025~~2026 and fiscal year ~~2024~~2025 reflected both organic growth and acquisitions. The growth in Service segment revenue in fiscal year ~~2025~~2026 includes revenue from ~~Becnel~~Essco and Martin. The growth in Service segment revenue in fiscal year ~~2024~~2025 includes revenue from ~~TIC-MS~~Becnel and ~~SteriQual~~Martin. The ~~lower~~higher growth percentages in fiscal year ~~2025~~2026 are due to ~~lower~~higher acquisition and organic revenue growth compared to fiscal year ~~2024~~2025.

Within any year, while we add new customers, we also have customers from the prior year whose service orders may not repeat for any number of factors. Among those factors are variations in the timing of periodic calibrations and other services, customer capital expenditures and customer outsourcing decisions. Because the timing of Service segment orders can vary on a quarter-to-quarter basis, we believe a trailing twelve-month trend provides a better indication of the progress of this segment.

The following table presents the trailing twelve-month Service segment revenue for each quarter in fiscal years ~~2025~~2026 and ~~2024~~2025 as well as the trailing twelve-month revenue growth as a comparison to that of the prior fiscal year period:

	FY 2025												FY 2024
	FY 2026												FY 2025
	Q4			Q3			Q2			Q1			Q4			Q3			Q2			Q1
Trailing Twelve-Month:
Service Revenue	$	~~181~~217,~~428~~209		$	~~176~~207,~~054~~565		$	~~176~~195,~~006~~548		$	~~173~~186,~~450~~794		$	~~169~~181,~~525~~428		$	~~162~~176,~~556~~054		$	~~157~~176,~~024~~006		$	~~150~~173,~~860~~450
Service Revenue Growth		719.07	%		817.38	%		1211.10	%		157.07	%		177.0	%		168.3	%		1712.1	%		1715.60	%

Our strategy has been to focus our investments in the core electrical, temperature, pressure, physical/dimensional and radio frequency/microwave calibration disciplines. We expect to subcontract approximately 13% to 15% of our Service revenue to third-party vendors for calibration beyond our chosen scope of capabilities. We continually evaluate our outsourcing needs and make capital investments, as deemed necessary, to add more in-house capabilities and reduce the need for third-party vendors. Capability expansion through business acquisitions is another way that we seek to reduce the need for outsourcing. The following table presents the source of our Service revenue and the percentage of Service revenue derived from each source for each quarter during fiscal years ~~2025~~2026 and ~~2024~~2025:

	FY 2025												FY 2024
	FY 2026												FY 2025
	Q4			Q3			Q2			Q1			Q4			Q3			Q2			Q1
In-House		8584.64	%		8584.15	%		8685.68	%		8685.96	%		8785.06	%		8685.21	%		8586.86	%		8786.39	%
Outsourced		1314.2	%		1314.70	%		12.39	%		1213.02	%		1113.92	%		1213.67	%		1312.03	%		1112.60	%
Freight Billed to Customers		1.24	%		1.25	%		1.13	%		1.12	%		1.12	%		1.2	%		1.21	%		1.1	%
		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%

Our Distribution sales accounted for 34.86% and 34.78% of our total revenue in fiscal years ~~2025~~2026 and ~~2024~~2025, respectively. Distribution sales increased $717.07 million, or 718.82% in fiscal year ~~2025~~2026 compared to fiscal year ~~2024~~2025. This year-over-year increase is primarily due to $7.25 million of incremental revenue from ~~the~~rentals ~~acquisitions of Becnel~~ and ~~Martin~~$10.2 ~~offset~~million byof ~~slower~~higher ~~demand~~distribution ~~for~~sales ~~our~~orders, ~~non-rental~~including ~~products~~$4. ~~The~~4 ~~change~~million ~~in fiscal year 2024 versus fiscal year 2023 was due to incremental revenue~~ from the ~~acquisition~~acquisitions of ~~Axiom offset~~Essco byand ~~slower demand for our non-rental products~~Martin. Our fiscal years ~~2025~~2026 and ~~2024~~2025 Distribution sales growth in relation to prior fiscal year quarter comparisons were as follows:

FY 2025

FY 2024

FY 2026

FY 2025

Distribution Sales Growth

310.95%

619.58%

1124.10%

1019.50%

83.49%

106.45%

011.91%

(010.2)5%

Distribution sales orders include orders for instruments that we routinely stock in our inventory, customized products, and other products ordered less frequently, which we do not stock. Backorders are the total dollar value of orders received for which revenue has not yet been recognized. Pending product shipments are primarily backorders, but also include the total dollar value of products that are requested to be calibrated in our service centers prior to shipment, orders required by the customer to be shipped complete or at a future date, and other orders awaiting final credit or management review prior to shipment. Management uses pending product shipments and backorders as measures of our future business performance and financial performance within the Distribution segment.

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Our total pending product shipments ~~decreased~~increased $13.89 million, or 34118.76%, at the end of fiscal year ~~2025~~2026 compared to the end of fiscal year ~~2024~~2025. Backorders at the end of fiscal year ~~2025~~2026 were $26.73 million, compared to $42.57 million at the end of fiscal year ~~2024~~2025. The ~~year-over-year decrease~~increase in pending product shipments and backorders was adue ~~result~~to oflonger ~~improved~~lead ~~fulfillment of existing orders~~times.

The following table presents the percentage of total pending product shipments that were backorders at the end of each quarter in fiscal years ~~2025~~2026 and ~~2024~~2025 and our historical trend of total pending product shipments:

	FY 2025												FY 2024
	FY 2026												FY 2025
	Q4			Q3			Q2			Q1			Q4			Q3			Q2			Q1
Total Pending Product Shipments	$	37,~~317~~251		$	36,~~992~~346		$	47,~~102~~510		$	4,~~713~~182		$	53,~~079~~317		$	43,~~652~~992		$	64,~~332~~102		$	74,~~109~~713
% of Pending Product Shipments that were Backorders		8186.94	%		84.02	%		8489.7	%		7885.48	%		8881.89	%		8284.0	%		8784.47	%		8578.04	%

Gross Profit:

	Fiscal Year Ended
	March 29,		March 30,		Change
	March 28,		March 29,		Change
	2025		2024		$		%
	2026		2025		$		%
Gross Profit:
Service	$	6070,~~659~~532	$	5760,~~253~~659	$	39,~~406~~873		516.93	%
Distribution		2837,~~794~~772		2628,~~553~~794		28,~~241~~978		831.42	%
Total	$	89108,~~453~~304	$	8389,~~806~~453	$	518,~~647~~851		621.71	%

Total gross profit in fiscal year ~~2025~~2026 was $89108.53 million compared to $8389.85 million in fiscal year ~~2024~~2025, an increase of $518.69 million or 621.71%. As a percentage of total revenue, total gross margin was 32.16% in fiscal year ~~2025~~2026 compared to 32.31% in fiscal year ~~2024~~2025, a 2050 basis point ~~decrease~~ increase.

Service gross profit was $6070.75 million, an increase of $39.49 million, or 516.93%, from fiscal year ~~2024~~2025 to fiscal year ~~2025~~2026. Our annual and quarterly Service segment gross margins are a function of several factors. ~~Our organic Service revenue growth provides some incremental gross margin growth by leveraging certain fixed costs of this segment.~~ The mix of services provided to customers may also affect gross margins in any given period, in addition to the volume of throughput. Service gross margin decreased by 4090 basis points in fiscal year ~~2025~~2026 versus fiscal year ~~2024~~2025. This decrease in service gross margin in fiscal year ~~2025~~2026 was the result of ~~lower~~costs ~~revenue~~associated with new customer wins and ~~gross~~lower ~~margins~~than ~~from~~expected ~~Transcat~~levels ~~Solutions~~of organic growth in the first half of the fiscal year, which rebounded in the second half of the year.

~~The~~Our ~~following~~Distribution ~~table~~gross ~~presents~~margin includes net sales less the ~~quarterly~~direct ~~historical~~cost ~~trend~~of inventory sold and the direct costs of equipment rental revenues, primarily depreciation expense for the fixed assets in our ~~Service~~rental ~~gross~~equipment ~~margin~~pool, as well as the impact of rebates and cooperative advertising income we receive from vendors, freight billed to customers, freight expenses and direct shipping costs. We recorded vendor rebates of $1.4 million in fiscal year 2026 and $0.9 million in fiscal year 2025, as a ~~percent~~reduction of ~~Service~~cost ~~revenue:~~of Distribution sales. In general, our Distribution gross margin can vary based upon the mix of products sold, price discounting, the timing of periodic vendor rebates offered and cooperative advertising programs from suppliers.

	FY 2025				FY 2024
	Q4	Q3	Q2	Q1	Q4	Q3	Q2	Q1
Service Gross Margin	36.2%	29.7%	33.1%	34.0%	35.7%	32.5%	34.0%	32.5%

Our Distribution gross margin includes net sales less the direct cost of inventory sold and the direct costs of equipment rental revenues, primarily depreciation expense for the fixed assets in our rental equipment pool, as well as the impact of rebates and cooperative advertising income we receive from vendors, freight billed to customers, freight expenses and direct shipping costs. We recorded vendor rebates of $0.9 million in fiscal year 2025 and $0.6 million in fiscal year 2024, as a reduction of cost of Distribution sales. In general, our Distribution gross margin can vary based upon the mix of products sold, price discounting, the timing of periodic vendor rebates offered and cooperative advertising programs from suppliers.

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~~The~~Distribution ~~following~~segment ~~table~~gross ~~reflects~~margin ~~the~~increased ~~quarterly~~320 basis ~~historical~~points ~~trend~~in offiscal ~~our~~year 2026 compared to fiscal year 2025. The increase in the Distribution segment gross margin aswas primarily due to increased margins from rental revenue and a ~~percent~~favorable mix of ~~Distribution~~higher ~~sales:~~margin products sold.

	FY 2025				FY 2024
	Q4	Q3	Q2	Q1	Q4	Q3	Q2	Q1
Distribution Gross Margin	28.2%	29.1%	27.9%	33.9%	30.3%	31.5%	28.3%	27.7%

Distribution segment gross margin increased 20 basis points in fiscal year 2025 compared to fiscal year 2024. The increase in the Distribution segment gross margin was primarily due to increased margins from rental revenue, which now includes Becnel and a favorable mix of higher margin products sold.

Operating Expenses:

	Fiscal Year Ended
	March 29,		March 30,		Change
	March 28,		March 29,		Change
	2025		2024		$		%
	2026		2025		$		%
Operating Expenses:
Selling, Marketing and Warehouse	$	3342,~~341~~765	$	2833,~~710~~341	$	49,~~631~~424		1628.13	%
General and Administrative	$	3852,~~238~~276	$	3538,~~315~~238		214,~~923~~038		836.37	%
Total	$	7195,~~579~~041	$	6471,~~025~~579	$	723,~~554~~462		1132.8	%

Total operating expenses were $7195.60 million in fiscal year ~~2025~~2026 compared to $6471.06 million in fiscal year ~~2024~~2025. This represented an increase of $723.65 million, or 1132.8%, compared to fiscal year ~~2024~~2025. As a percentage of total revenue, operating expenses increased ~~100~~290 basis points from 2425.7% in fiscal year ~~2024~~2025 to 2528.76% in fiscal year ~~2025~~2026. The year-over-year increase in selling, marketing and warehouse expenses is due to increased expenses related to recent acquisitions, especially acquisition related amortization expense, and higher ~~incentive-based~~payroll related employee costs ~~due to higher sales~~. The increase in general and administrative expenses includes incremental expenses related to acquired companies (including stock based compensation), increased payroll costs, ~~for~~executive ~~new~~transition ~~employees~~costs and continued investments in technology.

Provision for Income Taxes:

	Fiscal Year Ended
	March 29,		March 30,		Change
	March 28,		March 29,		Change
	2025		2024		$			%
	2026		2025		$			%
Provision for Income Taxes	$	32,~~811~~613	$	43,~~792~~811	$	(~~981~~1,198	)		(2031.54	)%

Our effective tax rate for fiscal years ~~2025~~2026 and ~~2024~~2025 was 2032.87% and 2620.08%, respectively. The ~~decrease~~increase in effective tax rate is due to the timing of our discrete items in relation to the timing of our pre-tax net income and due to tax expense recognized in fiscal year ~~2024~~ 2026 associated with executive compensation limitations that resulted from share-based awards. Our provision for income taxes is affected by discrete items that may occur in any given period but are not consistent from year to year. The discrete ~~benefits~~ items related to share-based compensation activity in fiscal years ~~2025~~2026 and ~~2024~~2025 were $10.31 million tax expense and $01.61 million tax benefit, respectively. We continue to evaluate our tax provision on a quarterly basis and adjust, as deemed necessary, our effective tax rate given changes in facts and circumstances expected in the future.

We expect to receive certain federal, state, Canadian and Irish tax credits in future years. We also expect to receive discrete tax benefits related to share-based compensation awards in fiscal year ~~2026~~2027. As such, we expect our effective tax rate in fiscal year ~~2026~~2027 to be between 2731.0% and 2933.0%.

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Net Income:

	Fiscal Year Ended
	March 29,		March 30,		Change
	March 28,		March 29,		Change
	2025		2024		$			%
	2026		2025		$			%
Net Income	$	145,~~515~~376	$	1314,~~647~~515	$	~~868~~(9,139	)		6(63.40	)%

Net income for fiscal year ~~2025~~2026 ~~increased~~decreased by $0.9.1 million or 663.40% compared to fiscal year ~~2024~~2025. As a percentage of revenue, net income was 51.26% in fiscal year ~~2025~~2026, down from 5.32% in fiscal year ~~2024~~2025. The year-over-year ~~increase~~ decrease in net income was primarily due to lower operating income, ~~offset~~and byhigher ~~lower~~ interest expense,. ~~net~~The ~~and~~interest ~~higher~~expense ~~other~~increased ~~income~~due ~~related~~ to ~~the~~higher ~~sale~~outstanding ofdebt ~~assets~~balances. ~~related~~The debt was incurred to ~~our United~~fund ~~Scale~~the ~~division~~Essco acquisition.

Non-GAAP Financial Measures

Service Organic Revenue

In addition to reporting service revenue, a measure that is calculated in accordance with accounting principles generally accepted in the United States (“GAAP”), we present service organic revenue (current period service revenue less freight billed to customer less acquired revenue). Acquired revenue is revenue generated from acquisitions for twelve months subsequent to the acquisition date. The Company's management believes service organic revenue is an important measure of operating performance because the measure provides a basis for comparison of our business operations across periods to assess core operating performance. As such, the Company uses service organic revenue as a measure of performance when evaluating its Service segment and as a basis for planning and forecasting.

Service organic revenue is not a measure of financial performance under GAAP and is not calculated through the application of GAAP. As such, it should not be considered as a substitute or alternative for the GAAP measure of service revenue and, therefore, should not be used in isolation of, but in conjunction with, the GAAP measure. Service organic revenue, as presented, may produce results that vary from the GAAP measure and may not be comparable to a similarly defined non-GAAP measure used by other companies.

	Year Ended
	March 28,			March 29,			Change
	2026			2025				$	%
Service Revenue	$	217,209		$	181,428		$	35,781		20	%
Less: Acquired Revenue		(30,934	)		(1,337	)
Less: Freight Billed to Customer		(2,984	)		(2,112	)
Service Organic Revenue	$	183,291		$	177,979		$	5,312		3	%

Adjusted EBITDA:

In addition to reporting net income, a GAAP measure, we present Adjusted EBITDA (earnings before interest, income taxes, depreciation and amortization, non-cash stock compensation expense, acquisition related transaction expenses, ~~contingent~~executive ~~consideration~~transition costs, and certain other expenses), which is a non-GAAP measure. Our management believes Adjusted EBITDA is an important measure of our operating performance because it allows management, investors and others to evaluate and compare the performance of our core operations from period to period by removing the impact of the capital structure (interest), tangible and intangible asset base (depreciation and amortization), taxes, stock-based compensation expense and other items, which is not always commensurate with the reporting period in which it is included. As such, our management uses Adjusted EBITDA as a measure of performance when evaluating our business segments and as a basis for planning and forecasting. Adjusted EBITDA is also commonly used by rating agencies, lenders and other parties to evaluate our credit worthiness.

Adjusted EBITDA is not a measure of financial performance under GAAP and is not calculated through the application of GAAP. As such, it should not be considered as a substitute or alternative for the GAAP measure of net income and, therefore, should not be used in isolation of, but in conjunction with, the GAAP measure. Adjusted EBITDA, as presented, may produce results that vary from the GAAP measure and may not be comparable to a similarly defined non-GAAP measure used by other companies.

	Fiscal Year Ended
	March 29,			March 30,
	2025			2024
Net Income	$	14,515		$	13,647
+ Interest Expense, net		(27	)		1,027
+ Other Expense		(425	)		315
+ Tax Provision		3,811			4,792
Operating Income		17,874			19,781
+ Depreciation & Amortization		18,567			13,477
+ Transaction Expense		1,278			1,158
+ Other Expense		(1,235	)		(315	)
+ Noncash Stock Compensation		3,248			4,512
Adjusted EBITDA	$	39,732		$	38,613

During fiscal year 2025, Adjusted EBITDA was $39.7 million, an increase of $1.1 million or 2.9% compared to fiscal year 2024. As a percentage of revenue, Adjusted EBITDA was 14.3% during fiscal year 2025 versus 14.9% during fiscal year 2024, a 60 basis point decrease. The dollar increase in Adjusted EBITDA during fiscal year 2025 was primarily driven by increases in depreciation and amortization expense offset by lower operating income and lower noncash stock compensation.

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Adjusted ~~Diluted~~EBITDA ~~Earnings~~is ~~Per~~not ~~Share:~~a measure of financial performance under GAAP and is not calculated through the application of GAAP. As such, it should not be considered as a substitute or alternative for the GAAP measure of net income and, therefore, should not be used in isolation of, but in conjunction with, the GAAP measure. Adjusted EBITDA, as presented, may produce results that vary from the GAAP measure and may not be comparable to a similarly defined non-GAAP measure used by other companies.

In addition to reporting Diluted Earnings Per Share, a GAAP measure, we present Adjusted Diluted Earnings Per Share (net income plus acquisition related amortization expense, acquisition related transaction expenses, acquisition related stock-based compensation, contingent consideration, and acquisition amortization of backlog; divided by the average diluted shares outstanding during the period), which is a non-GAAP measure. Our management believes Adjusted Diluted Earnings Per Share is an important measure of our operating performance because it provides a basis for comparison of our business operations between current, past and future periods by excluding items that we do not believe are indicative of our core operating performance.

	Fiscal Year Ended
	March 28,		March 29,
	2026		2025
Net Income	$	5,376	$	14,515
+ Interest Expense (Income), Net		4,579		(27	)
+ Tax Provision		2,613		3,811
+ Executive Transition Costs		1,706		-
+ Depreciation & Amortization		26,172		18,567
+ Transaction Expense		744		1,278
+ Gain on Acquisition/Divestiture-related items		-		(1,660	)
+ Noncash Stock Compensation		7,549		3,248
Adjusted EBITDA	$	48,739	$	39,732

~~Adjusted~~During ~~Diluted~~fiscal ~~Earnings~~year ~~Per~~2026, ~~Share~~Adjusted isEBITDA ~~not~~was a$48.7 million, ~~measure~~an increase of ~~financial~~$9.0 million ~~performance~~or ~~under~~22.7% compared ~~GAAP~~to ~~and~~fiscal isyear ~~not calculated through the application of GAAP~~2025. As ~~such, it should not be considered as~~ a ~~substitute~~percentage ~~or alternative for the GAAP measure~~ of ~~Diluted Earnings Per Share and~~revenue, ~~therefore,~~Adjusted ~~should~~EBITDA ~~not~~was be14.7% during ~~used~~fiscal inyear ~~isolation~~2026 ~~of,~~versus ~~but in conjunction with, the GAAP measure~~14.3% during ~~Adjusted~~fiscal ~~Diluted~~year ~~Earnings Per Share~~2025, asa ~~presented,~~40 basis ~~may~~point ~~produce~~increase. ~~results~~The ~~that~~increase ~~vary~~in ~~from~~Adjusted ~~the~~EBITDA ~~GAAP~~during ~~measure~~fiscal ~~and~~year ~~may~~2026 was ~~not~~primarily bedriven ~~comparable to a similarly defined non-GAAP measure used~~ by ~~other~~increased ~~companies~~revenue.

	Fiscal Year Ended
	March 29,			March 30,
	2025			2024
Net Income	$	14,515		$	13,647
+ Amortization of Intangible Assets		8,422			5,630
+ Acquisition Amortization of Backlog		28			67
+ Acquisition Deal Costs		1,523			1,651
+ Income Tax Effect @ 25%		(2,493	)		(1,837	)
+ Acquisition Earn-out/Contingent Consideration Adjustment		(836	)		529
Adjusted Net Income		21,159			19,687
Average Diluted Shares Outstanding		9,254			8,352
Diluted Earnings Per Share – GAAP	$	1.57		$	1.63
Adjusted Diluted Earnings Per Share	$	2.29		$	2.36

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Adjusted Net Income and Adjusted Diluted Earnings Per Share:

In addition to reporting Net Income and Diluted Earnings Per Share, GAAP measures, we present Adjusted net income (net income plus acquisition related amortization expense, acquisition related transaction expenses, acquisition related stock-based compensation, executive transition costs, and acquisition amortization of backlog, as applicable) and Adjusted diluted earnings per share (Adjusted net income divided by the average diluted shares outstanding during the period), which are non-GAAP measures. Our management believes Adjusted net income and Adjusted diluted earnings per share are important measures of our operating performance because they provide a basis for comparison of our business operations between current, past and future periods by excluding items that we do not believe are indicative of our core operating performance.

Adjusted net income and Adjusted diluted earnings per share are not measures of financial performance under GAAP and are not calculated through the application of GAAP. As such, they should not be considered as a substitute or alternative for the GAAP measures of Net Income and Diluted Earnings Per Share and, therefore, should not be used in isolation of, but in conjunction with, the GAAP measures. Adjusted net income and Adjusted diluted earnings per share, as presented, may produce results that vary from the GAAP measures and may not be comparable to similarly defined non-GAAP measures used by other companies.

	Fiscal Year Ended
	March 28,			March 29,
	2026			2025
Net Income	$	5,376		$	14,515
+ Amortization of Intangible Assets		13,770			8,422
+ Acquisition Amortization of Backlog		-			28
+ Executive Transition Costs		1,706			-
+ Acquisition Deal Costs		744			1,279
+ Acquisition Stock Expense		952			244
+ Income Tax Effect		(5,251	)		(2,493	)
+ Acquisition Earn-out/Contingent Consideration Adjustment		-			(836	)
Adjusted Net Income		17,297			21,159

Average Diluted Shares Outstanding		9,380			9,254

Diluted Earnings Per Share – GAAP	$	0.57		$	1.57

+ Amortization of Intangible Assets		1.47			0.91
+ Acquisition Amortization of Backlog		-			0.01
+ Executive Transition Costs		0.18			0.14
+ Acquisition Deal Costs		0.08			0.03
+ Acquisition Stock Expense		0.10			(0.27	)
+ Income Tax Effect		(0.56	)		(0.09	)

Adjusted Diluted Earnings Per Share	$	1.84		$	2.29

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Operating Free Cash Flow

In addition to reporting net cash provided by operating activities, a GAAP measure, we present Operating Free Cash Flow (net cash provided by operating activities less capital expenditures), which is a non-GAAP measure. The Company’s management believes Operating Free Cash Flow is an important liquidity measure that reflects the cash generated by the business, after the purchases of technology, capabilities and assets, that can then be used for, among other things, strategic acquisitions, investments in the business and funding ongoing operations.

Operating Free Cash Flow is not a measure of financial performance under GAAP and is not calculated through the application of GAAP. As such, it should not be considered as a substitute or alternative for the GAAP measure of net cash provided by operating activities and, therefore, should not be used in isolation of, but in conjunction with, the GAAP measure. Operating Free Cash Flow, as presented, may produce results that vary from the GAAP measure and may not be comparable to a similarly defined non-GAAP measure used by other companies.

	Year Ended
	March 28,			March 29,
	2026			2025
Net Cash Provided by Operating Activities	$	34,850		$	38,985
Less: Capital Expenditures		(15,298	)		(13,197	)
Operating Free Cash Flow	$	19,552		$	25,788

Net Debt

In addition to reporting debt, a GAAP measure, we present net debt (debt less cash and cash equivalents), which is a non-GAAP measure. The Company’s management believes net debt is an important measure of financial leverage.

Net debt is not a measure of financial performance under GAAP and is not calculated through the application of GAAP. As such, it should not be considered as a substitute or alternative for the GAAP measure of debt and, therefore, should not be used in isolation of, but in conjunction with, the GAAP measure. Net debt, as presented, may produce results that vary from the GAAP measure and may not be comparable to a similarly defined non-GAAP measure used by other companies.

	Year Ended
	March 28,			March 29,
	2026			2025
Debt	$	99,885		$	32,708
Less: Cash & Cash Equivalents		(4,942	)		(1,517	)
Net Debt	$	94,943		$	31,191

LIQUIDITY AND CAPITAL RESOURCES

We expect that foreseeable liquidity and capital resource requirements will be met through cash and cash equivalents, anticipated cash flows from operations and borrowings from our revolving credit facility. We believe that these sources of financing will be adequate to meet our future requirements including anticipated operating expenses, capital expenditures, interest payments on our long-term debt, and planned business acquisitions. To the extent that the Company does not satisfy its liquidity requirements through cash and cash equivalents, anticipated cash flows from operations and borrowings from our revolving credit facility, it intends to satisfy such requirements through proceeds from the issuance of common stock.

~~Under~~On ~~our~~July ~~Second~~29, ~~Amended~~2025, ~~and~~we ~~Restated~~entered ~~Credit~~into ~~Facility~~a Credit Agreement (the “Credit Agreement”) with ~~Manufacturers~~a ~~and~~group ~~Traders~~of ~~Trust~~three ~~Company~~lenders establishing a new five-year $150.0 million secured revolving credit facility (the “~~M&T~~Credit Facility”),. weBorrowing ~~have~~options ~~access~~under tothe Credit Facility include: (i) a revolving ~~credit~~loan ~~commitment~~option; (~~the~~ii) ~~“revolving~~a ~~credit~~swingline ~~facility”~~loan option; and (iii) letters of credit, each of which is provided on a committed basis. The Credit Facility replaced the Company’s former $80.0 million ~~through~~credit ~~June~~facility ~~2026~~(the “Replaced Facility”), ~~with~~which included a letter of credit subfacility of $10.0 million. ~~Our~~and our 2018 term loan, with an original principal amount of $15.0 million (the “2018 Term Loan”),. isWe ~~also~~used ~~provided~~initial ~~for~~borrowings under the Credit ~~Agreement~~Facility to repay amounts due under the Replaced Facility, including the remaining amounts under the 2018 Term Loan, and for the acquisition of Essco.

~~The~~Under the Credit Agreement, ~~allows~~we ~~us to~~ can use up to $50.0 million ~~under the revolving credit facility~~ for acquisitions in any single fiscal year., ~~The Credit Agreement restricts our ability to complete acquisitions of businesses~~ with ~~a principal place of business located in the United Kingdom or the European Union to~~ an ~~aggregate~~exception ~~purchase~~for ~~price of $40.0 million during~~ the ~~term~~Essco ~~of the Credit Agreement, if the~~ acquisition ~~is financed directly or indirectly with the revolving credit facility~~. ~~Under~~In ~~the Credit Agreement~~addition, we ~~may~~are permitted to make restricted payments up to $25.0 million in the aggregate over the term of the Credit ~~Agreement~~Facility and up to $10.0 million in any single fiscal year to repurchase shares and pay dividends.

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~~Effective~~Most ~~July 1, 2023, interest on outstanding~~ borrowings under the ~~revolving~~Credit ~~credit~~Facility ~~facility~~bear ~~accrue~~interest, at our election, at ~~either~~a ~~the~~fixed ~~variable~~base ~~Daily~~rate ~~Simple~~or ~~SOFR~~the ordaily asimple ~~fixed~~SOFR rate, ~~for~~plus a ~~designated~~margin. ~~period~~Any atswingline ~~the~~loan ~~SOFR~~will ~~corresponding~~bear tointerest ~~such~~at ~~period~~the ~~(subject~~fixed tobase arate ~~0.25% floor), in each case,~~ plus a margin. ~~Unused~~The ~~fees~~applicable ~~accrue~~margin is based on ~~the~~our ~~average~~then-current ~~daily~~leverage ~~amount~~ratio. ofUnder ~~unused~~the ~~credit~~Credit ~~available~~Facility, on the ~~revolving~~applicable ~~credit~~margin ~~facility.~~was ~~Interest~~reduced ~~rate~~for ~~margins~~most ~~and~~levels ~~unused~~of ~~fees~~leverage ~~are~~ratio ~~determined~~for oncomparable acategories ~~quarterly~~of ~~basis~~borrowings ~~based~~under ~~upon~~the ~~our~~Replaced ~~calculated leverage ratio~~Facility. ~~Our~~The ~~interest~~applicable ~~rate~~margin ~~for~~ranges ~~the~~from ~~revolving~~0.00% ~~credit~~to ~~facility~~0.75% for ~~fiscal~~base ~~year~~rate ~~2025 ranged~~loans ~~from~~and 5.1.00% to 61.275% for SOFR loans. ~~Interest~~We onpay ~~outstanding~~a ~~borrowings~~commitment ~~under~~fee ~~the~~based ~~2018~~on ~~Term~~the ~~Loan~~daily ~~accrue~~unused atamount aunder ~~fixed~~the ~~rate~~Credit ofFacility ~~3.90%~~multiplied ~~over~~by the ~~term~~applicable ofmargin, ~~the~~which ~~loan~~ranges from 0.10% to 0.20%.

The Credit Agreement has certain financial covenants with which we must comply,. ~~including~~The aleverage ~~fixed charge~~ ratio covenant, ~~which~~under ~~prohibits~~the ~~our~~Credit ~~fixed~~Agreement ~~charge~~requires ~~coverage~~us to maintain our ratio ~~from~~of ~~being~~outstanding ~~less~~indebtedness to consolidated EBITDA to be no greater than 13.1500 to 1.00, ~~and~~provided athat we may temporarily increase the leverage ratio covenant, ~~which~~if ~~prohibits~~we ~~our~~complete ~~leverage~~a ~~ratio~~material ~~from~~permitted ~~exceeding~~acquisition ~~3.00~~under tothe 1terms of the Credit Agreement.~~00.~~ ~~Our~~The Company's leverage ratio, as defined in the Credit Agreement, was 02.7803 aton March 2928, ~~2025~~2026, compared with 0.~~10 at~~78 on March 3029, ~~2024~~2025. We must also maintain a fixed charge coverage ratio of no less than 1.20 to 1.00. We were in compliance with all loan covenants and requirements of the Credit Agreement and the Replaced Facility, as applicable, during fiscal ~~years~~year ~~2025~~ 2026, and ~~2024~~the Company expects to remain in compliance for fiscal year 2027.

As of March 2928, ~~2025~~2026, $80150.0 million was available for borrowing ~~under the revolving credit facility~~, ofsubject ~~which,~~to ~~$30.9 million~~covenant ~~was outstanding. On September 25~~restrictions, ~~2023, we closed an underwritten public offering of our common stock for aggregate gross proceeds of $80.5 million~~ ~~(the~~under ~~“Offering”). In~~ the ~~Offering,~~Credit ~~we sold an aggregate of 847~~Facility,~~371~~ ~~shares at $95.00 per share for net proceeds~~ of ~~$75.2 million. After the closing of the Offering~~which, ~~we used approximately~~ $5099.09 million ofwas ~~the net proceeds to repay in full the amounts~~ outstanding ~~under the revolving credit facility~~. During fiscal year ~~2025 and 2024~~2026, we used ~~$87.4 million~~approximately ~~and~~ $1283.90 million, ~~respectively,~~ drawn from ~~cash on hand and from~~ the ~~revolving~~Credit ~~credit~~Facility, ~~facility~~ for a business ~~acquisitions~~acquisition.

As of March 29, 2025, $1.8 million was outstanding on the 2018 Term Loan, which was included in current liabilities on the Consolidated Balance Sheets with the remainder included in long-term debt. The 2018 Term Loan requires total repayments (principal plus interest) of $0.2 million per month through December 2025.

Cash Flows: The following table is a summary of our Consolidated Statements of Cash Flows (dollars in thousands):

	Fiscal Year Ended
	March 29,			March 30,
	March 28,			March 29,
	2025			2024
	2026			2025
Cash Provided by (Used in):
Operating Activities	$	3834,~~985~~850		$	3238,~~616~~985
Investing Activities	$	(8497,~~000~~823	)	$	(4184,~~672~~000	)
Financing Activities	$	2666,~~862~~501		$	2726,~~399~~862

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Operating Activities: Net cash provided by operating activities was $3934.08 million during fiscal year ~~2025~~2026 compared to $3239.60 million during fiscal year ~~2024~~2025. ~~The year-over-year increase~~ ~~in cash provided by operations is primarily the result of increases in depreciation and amortization.~~ The significant working capital fluctuations were as follows:

● Receivables: Accounts receivable increased by a net amount of $89.2 million during fiscal year ~~2025~~2026, inclusive of $72.79 million of accounts receivable acquired as part of ~~two~~an ~~acquisitions~~acquisition completed during the year. Accounts receivable increased by a net amount of $38.12 million during fiscal year ~~2024~~2025, inclusive of $27.17 million of accounts receivable acquired as part of ~~three~~two acquisitions completed during the period. The year-over-year change reflects the timing of collections. The following table illustrates our days sales outstanding as of March 2928, ~~2025~~2026 and March 3029, ~~2024~~2025:

	As of
	March 29,		March 30,
	March 28,		March 29,
	2025		2024
	2026		2025
Net Sales, for the last two fiscal months	$	5766,~~565~~622	$	5457,~~871~~565
Accounts Receivable, net	$	5565,~~941~~170	$	4755,~~779~~941
Days Sales Outstanding		59		5259

●

Inventory: Our inventory strategy includes making appropriate large quantity, high dollar purchases with key manufacturers for various reasons, including maximizing on-hand availability of key products, expanding the number of SKUs stocked in anticipation of customer demand, reducing backorders for products with long lead times and optimizing vendor purchase and sales volume discounts. As a result, inventory levels may vary from quarter-to-quarter based on the timing of these large orders in relation to our quarter end.

Our inventory balance decreased $20.98 million ~~during~~and ~~fiscal year 2025~~$2. ~~Our~~9 ~~inventory~~million ~~balance~~ during fiscal ~~year~~years ~~2024~~2026 ~~increased~~and ~~$0.5~~2025, ~~million inclusive of $1~~respectively.8 ~~million of inventory acquired during the year.~~ The year-over-year change is arelated ~~result~~to the timing of strategic inventory purchases ~~during fiscal year 2024~~.

●

Accounts Payable: Changes in accounts payable may or may not correlate with changes in inventory balances at any given quarter end due to the timing of vendor payments for inventory, as well as the timing of payments for outsourced Service vendors and capital expenditures.

Accounts payable increased $51.32 million during ~~fiscal year 2025~~2026, inclusive of $0.3 2 million ofassumed ~~accounts~~in ~~payable~~an ~~acquired~~acquisition during the ~~year~~period. Accounts payable ~~decreased~~increased by $45.43 million during fiscal year ~~2024~~2025, inclusive of $0.63 million ofassumed ~~accounts~~in ~~payable~~acquisitions ~~acquired~~ during the ~~year~~period. The ~~variance~~variances isare largely due to the timing of inventory ~~and~~purchases, capital ~~expenditure~~expenditures ~~purchases~~ and other payments in the respective periods.

●

Accrued Compensation and Other Current Liabilities: Accrued compensation and other current liabilities include, among other things, amounts paid to employees for non-equity performance-based compensation. At the end of any particular period, the amounts accrued for such compensation may vary due to many factors including, but not limited to, changes in expected performance levels, the performance measurement period, and the timing of payments to employees.

During fiscal year ~~2025~~2026, accrued compensation and other liabilities ~~decreased~~increased by $16.3 2 million, inclusive of $13.23 million from assumed liabilities, ~~contingent consideration~~ and purchase price holdbacks from acquisition transactions. Accrued payroll and incentives increased $4.2 million, the current portion of lease liabilities increased $0.7 million and other current liabilities increased $1.9 million. Accrued acquisition holdbacks decreased $0.5 million. During fiscal year ~~2024~~2025, accrued compensation and other liabilities ~~increased~~decreased by $61.53 million, inclusive of $3.1.2 million from assumed liabilities, contingent consideration and purchase price holdbacks from acquisition transactions.

● Income Taxes Receivable/Payable: In any given period, net working capital may be affected by the timing and amount of income tax payments. During fiscal year ~~2025~~2026, income taxes ~~payable~~receivable, ~~decreased~~included in Prepaid expenses and other current assets on the Company's Consolidated Balance Sheets, increased $20.97 million. During fiscal year ~~2024~~2025, income taxes payable ~~increased~~decreased by $2.9 million. The year-over-year difference is due to timing of income tax payments.

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Investing Activities: During fiscal year ~~2025~~2026, we invested $1315.2 3 million in capital expenditures that was used primarily for customer-driven expansion of Service segment capabilities and capacity ~~and~~as well as our rental business.

During fiscal year ~~2024~~2025, we invested $13.32 million in capital expenditures that was used primarily for customer-driven expansion of Service segment capabilities and our rental business.

During fiscal year ~~2025~~2026, we used $8782.45 million for business acquisitions. During fiscal year ~~2024~~2025, we used $1287.94 million for business acquisitions.

During each of fiscal year ~~2025~~ 2026 and fiscal year ~~2024~~2025, no contingent consideration was paid related to a business ~~acquisition~~acquisitions. ~~$0.4 million and $0.8 million of holdback amounts were paid during fiscal year 2025 and fiscal year 2024, respectively.~~

During fiscal year 2025, we sold $15.5 million of marketable securities to partially fund acquisitions. ~~During fiscal year 2024, we purchased $15.5 million of marketable securities with the proceeds from the Offering.~~

Financing Activities: During fiscal year ~~2025~~2026, $3068.9 6 million in cash was generated from the net proceeds ~~from~~of our revolving credit facility and $10.98 million from the issuance of common stock ~~from stock option exercises and the Employee Stock Purchase Plan~~. In addition, we used $21.3 8 million for scheduled repayments of our term loan and $30.6 4 million for the “net” awarding of certain share awards to cover employee tax-withholding obligations for share award and stock option activity in fiscal year ~~2025~~2026, which is shown as a repurchase of shares of our common stock on our Consolidated Statements of Cash Flows.

During fiscal year ~~2024~~2025, $7730.29 million in cash was generated from the ~~issuance of common stock,~~ net proceeds of ~~direct~~our ~~costs,~~revolving ~~inclusive~~credit offacility and $751.2 9 million from the ~~Offering~~issuance of common stock. In addition, we used $422.73 million ~~to repay our revolving credit facility, $2.2 million~~ for scheduled repayments of our term loan and $43.9 6 million for the “net” awarding of certain share awards to cover employee tax-withholding obligations for share award and stock option activity in fiscal year ~~2024~~2025, which is shown as a repurchase of shares of our common stock on our Consolidated Statements of Cash Flows.

OUTLOOK

~~Acquisitions~~Consistent with prior years, acquisitions continued to play a key role in Service revenue, including most recently ~~Martin~~SCM ~~Calibration~~Metrology and Laboratories, which weclosed ~~are~~just ~~swiftly~~after ~~integrating~~the ~~into~~end of our ~~operations~~fiscal year. Service organic revenue (a non-GAAP measure) growth was in the high single-digit range for the third and fourth ~~quarter~~quarters of fiscal year ~~2025 and the full fiscal year~~2026, ~~when normalized for the 53rd week and excluding Transcat Solutions,~~ driven by consistent demand in the Calibration business. Revenue growth in both segments combined with continued organization-wide productivity gains ~~from increased automation and process improvements~~ drove EBITDA growth for the fourth quarter of fiscal year ~~2025~~ 2026 and the full fiscal year.

The macroeconomic backdrop, including tariffs, has become more uncertain since the beginning of the year. However, we believe our business model is resilient in any market environment due to the highly regulated markets we serve, particularly life science, aerospace, and defense, as our services are mandated. The stringent regulatory standards for manufacturers imposed by entities including the FDA, FAA and Department of Defense to ensure product safety and environmental protection ~~drive~~are ~~the~~a key driver of organic growth for our high-value calibration services. Our dedicated team has a proven track record of delivering profitable revenue growth over the past decade and a half. We believe our proven team, in combination with the industry mandated service model, diversified portfolio with a Fortune 500 client base, and strong balance sheet will continue to differentiate us during fiscal year ~~2026~~ 2027 and beyond.

Looking ahead, while macroeconomic impacts on our business such as changes in product costs and customer demand for services are uncertain, we anticipate ~~a return to~~ continued high single-digit ~~organic~~ Service organic revenue growth ~~once~~in Fiscal year 2027, assuming the broader economic environment ~~normalizes~~remains stable. Automation of our calibration processes and focus on productivity remain key enablers of margin expansion. We have demonstrated the ability to leverage these tools to improve our operational efficiency and drive margin expansion over an extended period. We will continue to leverage our acquisition expertise and are pleased with the current flow of strategic opportunities. We believe strong execution, paired with strategic acquisitions, positions us well to drive long-term shareholder value.

Transcat expects its income tax rate to range between ~~27.0~~ 31% and ~~29.0~~33% in fiscal ~~2026~~2027. This estimate includes Federal, various state, Canadian and Irish income taxes and reflects the discrete tax accounting associated with share-based payment awards.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our exposure to changes in interest rates results from our borrowing activities. In the event interest rates were to move by 1%, our yearly interest expense would increase or decrease by approximately $01.30 million assuming our borrowing levels at March 2928, ~~2025~~2026 remained constant. As of March 2928, ~~2025~~2026, $80150.0 million was available under the revolving credit facility, of which, $3099.9 million was outstanding. As described above under “Liquidity and Capital Resources,” we also have a $15.0 million (original principal) term loan. The 2018 Term Loan is considered a fixed interest rate loan. As of March 29, 2025, $1.8 million was outstanding on the 2018 Term Loan and was included in current portion of long-term debt on the Consolidated Balance Sheets. The 2018 Term Loan requires total (principal and interest) repayments of $0.2 million per month through December 2025.

~~Effective~~On July 129, ~~2023~~2025, atwe ~~our~~entered ~~option,~~into wea ~~borrow~~Credit ~~from~~Agreement ~~our~~(the ~~revolving~~“Credit ~~credit~~Agreement”) ~~facility~~with ata ~~either~~group ~~the~~of ~~variable~~three ~~one-month~~lenders ~~Daily~~establishing ~~Simple~~a ~~SOFR~~new orfive-year a$150.0 ~~fixed~~million ~~rate~~secured ~~for~~revolving acredit ~~designated~~facility ~~period~~(the at“Credit Facility”). Most borrowings under the ~~SOFR~~Credit ~~corresponding~~Facility tobear ~~such~~interest, ~~period~~at ~~(subject~~our toelection, at a ~~0.25%~~fixed ~~floor),~~base inrate ~~each~~or ~~case~~the daily simple SOFR rate, plus a margin. ~~Our~~Any swingline loan will bear interest ~~rate~~at ~~margin~~the isfixed ~~determined~~base onrate plus a ~~quarterly~~margin. ~~basis~~The applicable margin is based ~~upon~~on our ~~calculated~~then-current leverage ratio. ~~Our~~The ~~interest~~applicable ~~rate~~margin ~~during~~ranges ~~fiscal~~from ~~year~~0.00% ~~2025 for~~to ~~our~~0.75% ~~revolving~~for ~~credit~~base ~~facility~~rate ~~ranged~~loans ~~from~~and 5.1.00% to 61.2 75% for SOFR loans. ~~Interest~~As onof ~~outstanding~~March ~~borrowings~~28, on2026, ~~the~~we ~~2018~~had ~~Term~~no ~~Loan~~hedging ~~accrued~~arrangements atin aplace ~~fixed~~to ~~rate~~limit ofour ~~3.90%~~exposure ~~over~~to ~~the~~upward ~~term~~movements ofin interest rates under the ~~loan~~Credit Facility. We do not use hedging arrangements for speculative purposes.

On March 29, 2025, we had no hedging arrangements in place for our revolving credit facility to limit our exposure to upward movements in interest rates.

FOREIGN CURRENCY

Approximately 90% of our total revenues for each of fiscal years ~~2025~~2026 and ~~2024~~2025 were denominated in U.S. dollars, with the remainder denominated in Canadian dollars and Euros. A 10% change in the value of the Canadian dollar to the U.S. dollar and the Euro to the U.S. dollar would impact our revenue by approximately 1%. We monitor the relationship between the U.S. dollar and Canadian dollar and the U.S. dollar and Euro on a monthly basis and adjust sales prices for products and services sold in Canadian dollars or Euros as we believe to be appropriate.

WeIn ~~continually~~the ~~utilize~~past, we have utilized short-term foreign exchange forward contracts to reduce the risk that future earnings denominated in Canadian dollars would be adversely affected by changes in currency exchange rates. We do did not apply hedge accounting and therefore the net change in the fair value of the contracts, which totaled a ~~gain~~loss of less than $0.21 million and a ~~loss~~ gain of ~~less than~~ $0.12 million during fiscal year ~~2025~~2026 and ~~2024~~2025, respectively, was recognized as a component of other expense in the Consolidated Statements of Income. The change in the fair value of the contracts is offset by the change in fair value on the underlying accounts receivables denominated in Canadian dollars being hedged. OnThere ~~March~~were ~~29,~~no ~~2025,~~outstanding ~~we had a~~ foreign exchange ~~contract,~~forward ~~which~~contracts ~~matured~~as inof ~~April~~March ~~2025~~28, ~~outstanding in the notional amount of $1~~2026.~~1 million. The foreign exchange contract was renewed in April 2025 and continues to be in place. We do not use hedging arrangements for speculative purposes.~~

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS

		Page
Management's Annual Report on Internal Control over Financial Reporting		43
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)		45
Report of Independent Registered Public Accounting Firm (PCAOB ID 317)		4448
Consolidated Statements of Income for the Fiscal Years Ended March 29, 2025, March 30, 2024 and March 25, 2023		47
Consolidated Statements of Income for the Fiscal Years Ended March 28, 2026, March 29, 2025 and March 30, 2024		50
Consolidated Statements of Comprehensive Income for the Fiscal Years Ended March 29, 2025, March 30, 2024 and March 25, 2023		48
Consolidated Statements of Comprehensive Income for the Fiscal Years Ended March 28, 2026, March 29, 2025 and March 30, 2024		51
Consolidated Balance Sheets as of March 29, 2025 and March 30, 2024		49
Consolidated Balance Sheets as of March 28, 2026 and March 29, 2025		52
Consolidated Statements of Cash Flows for the Fiscal Years Ended March 29, 2025, March 30, 2024 and March 25, 2023		50
Consolidated Statements of Cash Flows for the Fiscal Years Ended March 28, 2026, March 29, 2025 and March 30, 2024		53
Consolidated Statements of Changes in Shareholders’ Equity for the Fiscal Years Ended March 29, 2025, March 30, 2024 and March 25, 2023		51
Consolidated Statements of Changes in Shareholders’ Equity for the Fiscal Years Ended March 28, 2026, March 29, 2025 and March 30, 2024		54
Notes to Consolidated Financial Statements		5255

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~~Management’s~~REPORT ~~Annual~~OF INDEPENDENT ~~Report~~REGISTERED PUBLIC onACCOUNTING ~~Internal Control over Financial Reporting~~FIRM

~~Our~~To ~~management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system was designed to provide reasonable assurance regarding~~ the ~~reliability~~shareholders ~~of financial reporting~~ and the ~~preparation~~Board of ~~financial~~Directors ~~statements for external purposes in accordance with generally accepted accounting principles in the United States~~ of ~~America. In designing and evaluating our internal control system~~Transcat, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives and that the effectiveness of any system has inherent limitations including, but not limited to, the possibility of human error and the circumvention or overriding of controls and proceduresInc. Management, including the principal executive officer and the principal financial officer, is required to apply judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected in a timely manner.

~~Effective~~Opinion ~~December~~on ~~10, 2024,~~ the ~~Company~~Financial acquired Martin Calibration Inc. and effective April 15, 2024, the Company acquired Becnel Rental Tools, LLC. The financial results of these acquisitions are included in the consolidated financial statements as of and for the year ended March 29, 2025 and represent approximately 6% of total revenues and 6% of total assets excluding intangible assets and goodwill related to the acquisitions, respectively. Management is currently integrating Martin and Becnel into our operations and internal control processes and, pursuant to the SEC’s guidance that an assessment of a recently acquired business may be omitted from the scope of an assessment in the year of acquisition, the Company is excluding the internal control over financial reporting of Martin and Becnel from its evaluation of the effectiveness of the Company’s disclosure controls and procedures as of March 29, 2025.Statements

AnWe ~~evaluation~~have ~~was~~audited ~~performed under~~ the ~~supervision~~accompanying ~~and~~consolidated ~~with~~balance ~~the participation~~ sheet of ~~our management~~Transcat, ~~including~~Inc. ~~our principal executive officer~~ and ~~our~~subsidiaries ~~principal~~(the ~~financial~~“Company”) ~~officer,~~as of ~~the~~March ~~effectiveness~~28, of2026, the ~~design~~related ~~and~~consolidated ~~operation~~statements of ~~our~~income, ~~procedures~~comprehensive ~~and~~income, ~~internal~~changes ~~control~~in ~~over~~shareholders’ ~~financial~~equity, ~~reporting using the framework~~ and ~~criteria~~cash ~~described~~flows, infor the ~~Internal~~fiscal ~~Control-Integrated~~year ended ~~Framework~~March ~~(2013)~~28, ~~issued~~2026, byand the ~~Committee~~related ofnotes ~~Sponsoring~~(collectively ~~Organizations~~referred ofto as the ~~Treadway~~“financial ~~Commission~~statements”). ~~Based~~ onIn ~~this evaluation,~~ our ~~management~~opinion, ~~including~~the ~~our~~financial ~~principal~~statements ~~executive~~present ~~officer~~fairly, ~~and~~in ~~our~~all ~~principal~~material ~~financial officer~~respects, ~~concluded~~the ~~that~~financial ~~our~~position ~~internal~~of ~~control~~the ~~over~~Company ~~financial~~as ~~reporting~~of ~~was~~March ~~effective~~28, in2026, ~~providing~~and ~~reasonable assurance regarding~~ the ~~reliability~~results of ~~financial~~its ~~reporting~~operations and ~~the~~its ~~preparation~~cash offlows ~~our~~for ~~financial~~the ~~statements~~fiscal year ~~for~~ended ~~external~~March ~~purposes~~28, 2026, in ~~accordance~~conformity with accounting principles generally accepted ~~accounting~~in ~~principles~~the asUnited States of ~~March 29, 2025~~America.

~~Freed~~We ~~Maxick,~~have ~~P.C.~~also audited, ~~our~~in ~~independent~~accordance ~~registered~~with ~~public~~the ~~accounting~~standards ~~firm,~~of ~~has~~the ~~audited~~Public ~~and~~Company ~~reported~~Accounting onOversight ~~the~~Board ~~consolidated~~(United ~~financial~~States) ~~statements~~(PCAOB), of the Company ~~and the Company~~’s internal control over financial reporting, as ~~stated~~of March 28, 2026, based on criteria established in ~~their~~Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report ~~included~~dated inMay ~~this~~27, ~~Annual~~2026, ~~Report~~expressed an adverse opinion on ~~Form~~the ~~10-K~~Company's internal control over financial reporting because of material weaknesses.

43 Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

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Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Acquisition of Essco Calibration Laboratory, LLC — Fair Value of Customer Base & Contracts Intangible Asset — Refer to Note 9 of the financial statements

Critical Audit Matter Description

The Company completed the acquisition of Essco Calibration Laboratory, LLC (“Essco”) on August 5, 2025. This acquisition was accounted for as a business combination. The Company accounts for acquisitions of entities or asset groups that qualify as businesses using the acquisition method of accounting. Accordingly, the purchase consideration was allocated to the tangible and intangible assets acquired and liabilities assumed based on the estimated fair values as of the acquisition date, which are measured in accordance with fair value measurement principles. As part of the purchase price allocation, the Company recorded $34.0 million for acquired customer base and contracts intangible assets based on estimated fair value.

We identified the fair value determination of the customer base and contracts intangible asset as a critical audit matter because of the significant estimates management made to determine such balances. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s assumptions related to future cash flows, attrition rate, and discount rate.

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How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the customer base and contracts acquired included the following, among others:

●

We assessed the reasonableness of management's estimated cash flows by inquiring of management regarding its processes for developing projected financial information

●

We compared the cash flow projections to historical performance, and to historical and future projected performance of other guideline companies within the same industry

●

With the assistance of our fair value specialists, we evaluated the (1) valuation methodology, (2) mathematical accuracy of the valuation for customer base and contracts, and (3) the following significant valuation assumptions:

○ Discount rate by developing a range of independent estimates and comparing those to the assumptions selected by management

○ Attrition rate by testing the source information underlying the determination of the rate and recalculating the rate using the applicable underlying customer data

/s/ Deloitte & Touche LLP

Rochester, NY

May 27, 2026

We have served as the Company's auditor since 2025.

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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Transcat, Inc.

Opinions on the Financial Statements ~~and Internal Control Over Financial Reporting~~

We have audited the accompanying consolidated balance ~~sheets~~sheet of Transcat, Inc. and subsidiaries (the Company) as of March 29, 2025 ~~and March 30~~, ~~2024,~~ and the related consolidated statements of income, comprehensive income, cash flows and changes in shareholders' equity for each of the ~~three~~two years in the period ended March 29, 2025, and the related notes to the consolidated financial statements (collectively, the financial statements). We also have audited the Company’s internal control over financial reporting as of March 29, 2025, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 29, 2025 ~~and March 30~~, ~~2024,~~ and the results of its operations and its cash flows for each of the ~~three~~two years in the period ended March 29, 2025, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 29, 2025, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

As described in Management’s Annual Report on Internal Control Over Financial Reporting, management has excluded Becnel Rental Tools, LLC (Becnel) and Martin Calibration, Inc. (Martin) from its assessment of internal control over financial reporting as of March 29, 2025, because they were acquired by the Company in a purchase business combination during fiscal year 2025 . We have also excluded Becnel and Martin from our audit of internal control over financial reporting. Becnel and Martin are wholly owned subsidiaries. Becnel and Martin’s total assets, excluding intangible assets and goodwill related to the acquisitions, and total revenues represent approximately 6% and 6%, respectively, of the related consolidated financial statement amounts as of and for the year ended March 29, 2025.

Basis for Opinions

The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s financial statements ~~and an opinion on the Company’s internal control over financial reporting~~ based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud~~, and whether effective internal control over financial reporting was maintained in all material respects~~.

44 Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinion.

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Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Business Combinations

As discussed in Notes 1 and 9 to the consolidated financial statements, during the year ended March 29, 2025, the Company completed multiple business combinations for an aggregate purchase price of approximately $131.6 million. The Company applied the acquisition method of accounting for the acquisitions. Under this method, identifiable assets acquired, liabilities assumed, and consideration transferred are measured at their acquisition-date fair value. Assumptions used include the weighted-average cost of capital, risk free rate, customer attrition, as well as forecasted revenue and earnings before income tax, interest, depreciation, and amortization (“EBITDA”). Aggregate intangible assets and goodwill represented an allocation of purchase price in the amount of $43.2 and $71.7 million, respectively.

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The Company’s determination of the fair value of assets acquired is based upon assumptions of the future performance of the acquisitions and other factors. Due to the subjectivity involved we identified the fair value estimate of assets acquired as a critical audit matter, which required a higher degree of auditor judgement as well as the use of professionals with specialized skill and knowledge.

Our audit procedures related to the estimation of fair value of assets acquired associated with the business combinations included the following, among others:

●

We obtained an understanding of the process and assumptions used by management to develop the estimate.

●

We updated our understanding of the associated controls and tested controls.

●

We engaged an internal valuation specialist to test certain assumptions and approaches used.

●

We tested identification of appropriate reporting units, including assignment of assets acquired, liabilities assumed, consideration and goodwill to the reporting units.

●

We tested management’s valuation of intangible assets acquired, including valuation of any contingent consideration. This included testing the completeness and accuracy of source information used, mathematical accuracy of management’s calculations, and evaluating the reasonableness and consistency of methodology and assumptions used.

We served as the Company’s auditor from 2012 to 2025.

/s/ Freed Maxick P.C. (f/k/a Freed Maxick CPAs, P. C.)

We have served as the Company’s auditor since 2012.

Rochester, New York

May 27, ~~2025~~2026

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TRANSCAT, INC.

CONSOLIDATED STATEMENTS OF INCOME

(InAmounts in Thousands, Except Per Share Amounts)

For the Fiscal Years Ended

March 29,

March 30,

March 25,

March 28,

March 29,

March 30,

2025

2024

2023

2026

2025

2024

Service Revenue

~~181~~217,~~428~~209

~~169~~181,~~525~~428

~~144~~169,~~883~~525

Distribution Sales

96114,~~993~~668

8996,~~956~~993

8589,~~686~~956

Total Revenue

~~278~~331,~~421~~877

~~259~~278,~~481~~421

~~230~~259,~~569~~481

Cost of Service Revenue

~~120~~146,~~769~~677

~~112~~120,~~272~~769

98112,~~245~~272

Cost of Distribution Sales

6876,~~199~~896

6368,~~403~~199

63,~~969~~403

Total Cost of Revenue

~~188~~223,~~968~~573

~~175~~188,~~675~~968

~~162~~175,~~214~~675

Gross Profit

89108,~~453~~304

8389,~~806~~453

6883,~~355~~806

Selling, Marketing and Warehouse Expenses

3342,~~341~~765

2833,~~710~~341

2428,~~761~~710

General and Administrative Expenses

3852,~~238~~276

3538,~~315~~238

2735,~~346~~315

Total Operating Expenses

7195,~~579~~041

6471,~~025~~579

5264,~~107~~025

Operating Income

1713,~~874~~263

1917,~~781~~874

1619,~~248~~781

Interest Expense

~~798~~4,602

~~1,835~~798

21,~~417~~835

Interest Income

(~~825~~23

)

(~~808~~825

)

-(808

)

Other (Income) Expense

~~(425~~695

)

~~315~~(425

)

~~344~~315

Total Interest and Other (Income)/Expense, net

~~(452~~5,274

)

~~1,342~~(452

)

21,~~761~~342

Income Before Provision for Income Taxes

187,~~326~~989

18,~~439~~326

1318,~~487~~439

Provision for Income Taxes

32,~~811~~613

43,~~792~~811

24,~~799~~792

Net Income

145,~~515~~376

1314,~~647~~515

1013,~~688~~647

Basic Earnings Per Share

10.58

1.6658

1.4266

Average Shares Outstanding

9,~~185~~334

89,~~239~~185

78,~~551~~239

Diluted Earnings Per Share

10.57

1.6357

1.4063

Average Shares Outstanding

9,~~254~~380

89,~~352~~254

78,~~645~~352

See accompanying notes to consolidated financial statements.

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TRANSCAT, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(InDollars in Thousands)

	For the Fiscal Years Ended
	March 29,			March 30,			March 25,
	March 28,			March 29,			March 30,
	2025			2024			2023
	2026			2025			2024
Net Income	$	145,~~515~~376		$	1314,~~647~~515		$	1013,~~688~~647
Other Comprehensive (Loss)/Income :
Other Comprehensive (Loss)/Income:
Currency Translation Adjustment		~~(591~~707	)		~~152~~(591	)		~~(918~~152	)
Other, net of tax effects of $24, $(26) and $14 for the years ended March 29, 2025, March 30, 2024 and March 25, 2023 respectively.		71			99			(49	)
Other, net of tax effects of $73, $(24) and $(26) for the years ended March 28, 2026, March 29, 2025 and March 30, 2024 respectively.		(161	)		71			99
Total Other Comprehensive (Loss)/Income		~~(520~~546	)		~~251~~(520	)		~~(967~~251	)
Comprehensive Income	$	135,~~995~~922		$	13,~~898~~995		$	913,~~721~~898

See accompanying notes to consolidated financial statements.

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TRANSCAT, INC.

CONSOLIDATED BALANCE SHEETS

(InAmounts in Thousands, Except Share and Per Share Amounts)

	March 29,			March 30,
	March 28,			March 29,
	2025			2024
	2026			2025
ASSETS
Current Assets:
Cash and Cash Equivalents	$	14,~~517~~942		$	191,~~646~~517
Marketable Securities		-			15,533
Accounts Receivable, less allowance for credit losses of $851 and $659		65,170			55,941
Accounts Receivable, less allowance for credit losses of $659 and $544 as of March 29, 2025 and March 30, 2024, respectively		55,941			47,779
Other Receivables		672			373
Other Receivables		373			506
Inventory		13,705			14,483
Inventory, net		14,483			17,418
Prepaid Expenses and Other Current Assets		7,973			5,695
Prepaid Expenses and Other Current Assets		5,695			4,276
Total Current Assets		92,462			78,009
Total Current Assets		78,009			105,158
Property and Equipment, net		57,801			50,024
Property and Equipment, net		50,024			38,944
Goodwill		218,185			176,928
Goodwill		176,928			105,585
Intangible Assets, net		77,706			54,777
Intangible Assets, net		54,777			19,987
Right to Use Assets, net		32,365			24,345
Right to Use Assets, net		24,345			16,823
Other Assets		1,968			1,159
Other Assets		1,159			1,055
Total Assets	$	480,487		$	385,242
Total Assets	$	385,242		$	287,552
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts Payable	$	1617,~~755~~931		$	1116,~~495~~755
Accrued Compensation and Other Current Liabilities		1521,~~466~~697			1615,~~739~~466
Income Taxes Payable		-			2,926
Current Portion of Long-Term Debt		-			1,816
Current Portion of Long-Term Debt		1,816			2,339
Total Current Liabilities		39,628			34,037
Total Current Liabilities		34,037			33,499
Long-Term Debt		99,885			30,892
Long-Term Debt		30,892			1,817
Deferred Tax Liabilities, net		10,167			9,286
Deferred Tax Liabilities, net		9,286			9,291
Lease Liabilities		29,000			21,395
Lease Liabilities		21,395			14,873
Other Liabilities		1,188			2,752
Other Liabilities		2,752			2,903
Total Liabilities		179,868			98,362
Total Liabilities		98,362			62,383
Commitments and Contingencies (Note 8)
Shareholders' Equity:
Common Stock, par value $0.50 per share, 30,000,000 shares authorized; 9,315,840 and 8,839,299 shares issued and outstanding as of March 29, 2025 and March 30, 2024, respectively		4,658			4,420
Common Stock, par value $0.50 per share, 30,000,000 shares authorized; 9,333,953 and 9,315,840 shares issued and outstanding as of March 28, 2026 and March 29, 2025, respectively		4,670			4,658
Capital in Excess of Par Value		~~191~~199,~~167~~115			~~141~~191,~~624~~167
Accumulated Other Comprehensive Loss		(~~1,469~~923	)		(~~949~~1,469	)
Retained Earnings		9297,~~524~~757			8092,~~074~~524
Total Shareholders' Equity		~~286~~300,~~880~~619			~~225~~286,~~169~~880
Total Liabilities and Shareholders' Equity	$	~~385~~480,~~242~~487		$	~~287~~385,~~552~~242

See accompanying notes to consolidated financial statements.

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TRANSCAT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(InDollars in Thousands)

	For the Fiscal Years Ended
	March 29,			March 30,			March 25,
	March 28,			March 29,			March 30,
	2025			2024			2023
	2026			2025			2024
Cash Flows from Operating Activities:
Net Income	$	145,~~515~~376		$	1314,~~647~~515		$	1013,~~688~~647
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Net (Gain) Loss on Disposal of Property and Equipment		~~(31~~232	)		53(31	)		8853
Deferred Income Taxes		(5	)		(1,597	)		(186	)
Noncash Lease Expense		6,021			3,447			765
Depreciation and Amortization		18,567			13,544			10,955
Deferred Income Taxes		827			(5	)		(1,597	)
Gain on Sale of Assets		(855	)		-			-
Depreciation and Amortization		26,172			18,567			13,544
Provision for Accounts Receivable and Inventory Reserves		336			406			74
Gain on Sale of Assets		-			(855	)		-
Stock-Based Compensation Expense		3,248			4,512			3,377
Amortization of Deferred Financing Costs		104			-			-
Provision for Accounts Receivable and Inventory Reserves		471			336			406
Stock-Based Compensation Expense		7,549			3,248			4,512
Changes in Assets and Liabilities, net of acquisitions:
Accounts Receivable and Other Receivables		(16,~~292~~578	)		(1,~~259~~292	)		(51,~~226~~259	)
Inventory		~~4,393~~839			24,~~318~~393			(32,~~377~~318	)
Prepaid Expenses and Other Current Assets		(~~992~~2,209	)		(~~299~~992	)		~~1,119~~(299	)
Accounts Payable		~~4,940~~965			(54,~~005~~940	)		1(5,~~600~~005	)
Accrued Compensation and Other Current Liabilities		~~(914~~924	)		3(1,~~397~~118	)		(23,~~161~~102	)
Income Taxes Payable		(2,925	)		2,899			-
Lease Liabilities		(5,842	)		(3,243	)		(470	)
Net Cash Provided by Operating Activities		38,985			32,616			16,951
Income Taxes Payable		-			(2,925	)		2,899
Net Cash Provided by Operating Activities		34,850			38,985			32,616
Cash Flows from Investing Activities:
Purchase of Property and Equipment		(1315,~~197~~298	)		(13,~~280~~197	)		(913,~~414~~280	)
Proceeds from Sale of Property and Equipment		-			-			10
Business Acquisitions, net of cash acquired		(82,525	)		(87,436	)		(12,859	)
Business Acquisitions, net of cash acquired		(87,436	)		(12,859	)		(9,109	)
Proceeds from Sale of Assets		-			1,100			-
Proceeds from Sale of Assets		1,100			-			-
Sales/(Purchases) of Marketable Securities		-			15,533			(15,533	)
Sales/(Purchases) of Marketable Securities		15,533			(15,533	)		-
Net Cash Used in Investing Activities		(97,823	)		(84,000	)		(41,672	)
Net Cash Used in Investing Activities		(84,000	)		(41,672	)		(18,513	)
Cash Flows from Financing Activities:
Proceeds from (Repayment of) Revolving Credit Facility, net		30,891			(42,713	)		2,786
Proceeds From Revolving Credit Facility, net of lender fees		156,675			68,630			58,068
Repayments of Term Loan		(2,338	)		(2,248	)		(2,121	)
Repayment of Revolving Credit Facility		(88,086	)		(37,739	)		(100,781	)
Issuance of Common Stock, net of direct costs		1,874			77,266			658
Repayments of Term Loan		(1,816	)		(2,338	)		(2,248	)
Repurchase of Common Stock		(3,565	)		(4,906	)		(447	)
Payments of Deferred Financing Costs		(365	)		-			-
Net Cash Provided by Financing Activities		26,862			27,399			876
Principal Payments on Finance Leases		(280	)		-			-
Effect of Exchange Rate Changes on Cash		24			(228	)		821
Issuance of Common Stock, net of direct costs		842			1,874			77,266
Net (Decrease) Increase in Cash and Cash Equivalents		(18,129	)		18,115			135
Repurchase of Common Stock		(469	)		(3,565	)		(4,906	)
Cash and Cash Equivalents at Beginning of Fiscal Year		19,646			1,531			1,396
Net Cash Provided by Financing Activities		66,501			26,862			27,399
Cash and Cash Equivalents at End of Fiscal Year	$	1,517		$	19,646		$	1,531
Effect of Exchange Rate Changes on Cash		(103	)		24			(228	)
Net (Decrease) Increase in Cash and Cash Equivalents		3,425			(18,129	)		18,115
Cash and Cash Equivalents at Beginning of Fiscal Year		1,517			19,646			1,531
Cash and Cash Equivalents at End of Fiscal Year	$	4,942		$	1,517		$	19,646
Supplemental Disclosures of Cash Flow Activity:
Cash paid during the fiscal year for:
Interest	$	(151	)	$	1,240		$	2,263
Interest, net	$	4,184		$	(151	)	$	1,240
Income Taxes, net	$	72,~~843~~217		$	37,~~099~~843		$	13,~~116~~099
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Common stock issued for acquisitions	$	~~45,410~~-		$	3445,~~769~~410		$	~~145~~34,769
Assets Acquired and Liabilities Assumed in Business Combinations:
Balance Sheet Reclassification of Inventory to Property and Equipment	$	741		$	443		$	230
Contingent consideration treated as equity related to acquisitions	$	750		$	-		$	-
Balance Sheet Reclassification of Property and Equipment, net to Inventory	$	877		$	1,510		$	1,056
Accrued holdback consideration related to acquisitions	$	2,773		$	4,859		$	590
Balance Sheet Reclassification of Property and Equipment, net to Inventory	$	1,510		$	1,056		$	752

See accompanying notes to consolidated financial statements.

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TRANSCAT, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(InAmounts in Thousands)

							Capital
	Common Stock						In			Accumulated
	Issued						Excess			Other
	$0.50 Par Value						of Par			Comprehensive			Retained
	Shares			Amount			Value			Income (Loss)			Earnings			Total
Balance as of March 26, 2022		7,529		$	3,765		$	23,900		$	(233	)	$	58,744		$	86,176
Balance as of March 26, 2023		7,562			3,781			27,886			(1,200	)		69,163		$	99,630
Proceeds from Issuance of Common Stock		14			6			797			-			-			803
Repurchase of Common Stock		(7	)		(3	)		(175	)		-			(269	)		(447	)
Stock-Based Compensation		26			13			3,364			-			-			3,377
Other Comprehensive Loss		-			-			-			(967	)		-			(967	)
Net Income		-			-			-			-			10,688			10,688
Balance as of March 25, 2023		7,562			3,781			27,886			(1,200	)		69,163			99,630
Proceeds from Issuance of Common Stock		1,267			634			116,724			-			-			117,358
Direct costs of Stock Offering		-			-			(5,323	)		-			-			(5,323	)
Repurchase of Common Stock		(50	)		(25	)		(2,145	)		-			(2,736	)		(4,906	)
Stock-Based Compensation		60			30			4,482			-			-			4,512
Other Comprehensive Income		-			-			-			251			-			251
Net Income		-			-			-			-			13,647			13,647
Balance as of March 30, 2024		8,839			4,420			141,624			(949	)		80,074			225,169
Proceeds from Issuance of Common Stock		466			233			47,800			-			-			48,033
Repurchase of Common Stock		(30	)		(15	)		(1,485	)		-			(2,065	)		(3,565	)
Stock-Based Compensation		40			20			3,228			-			-			3,248
Other Comprehensive Loss		-			-			-			(520	)		-			(520	)
Net Income		-			-			-			-			14,515			14,515
Balance as of March 29, 2025		9,315		$	4,658		$	191,167		$	(1,469	)	$	92,524		$	286,880
Proceeds from Issuance of Common Stock		21			14			828			-			-			842
Repurchase of Common Stock		(2	)		(2	)		(429	)		-			(143	)		(574	)
Stock-Based Compensation		-			-			7,549			-			-			7,549
Other Comprehensive Income		-			-			-			546			-			546
Net Income		-			-			-			-			5,376			5,376
Balance as of March 28, 2026		9,334		$	4,670		$	199,115		$	(923	)	$	97,757		$	300,619

See accompanying notes to consolidated financial statements.

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TRANSCAT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – GENERAL

Description of Business: Transcat, Inc. (“Transcat,” “we,” “us,” “our” or the “Company”) is 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. The Company is focused on providing services and products to highly regulated industries, particularly the life science industry, which includes pharmaceutical, biotechnology, medical ~~device~~devices 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.

Principles of Consolidation: The consolidated financial statements of Transcat include the accounts of Transcat and the Company’s wholly-owned subsidiaries, Transcat Canada, Inc, Cal OpEx Limited (d/b/a Transcat Ireland), Cal OpEx Inc. (d/b/a NEXA EAM), Axiom Test Equipment, LLC, Becnel Rental Tools, LLC, Martin Calibration, LLC, and ~~Martin~~Essco Calibration Laboratory, ~~Inc~~LLC. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates: The preparation of Transcat’s Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States (“GAAP”) requires that the Company make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions are used for, but not limited to, ~~allowance~~revenue ~~for credit losses and returns~~recognition, ~~inventory reserves,~~ estimated ~~levels of achievement for performance-based restricted stock units, fair value of stock options, depreciable~~ lives of ~~fixed assets, estimated lives of major catalogs and~~ intangible assets, fair value of the ~~goodwill~~Company's reporting units, income taxes, and the valuation of assets acquired, liabilities assumed and consideration transferred in business acquisitions. Future events and their effects cannot be predicted with certainty; accordingly, accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of the Consolidated Financial Statements may change as new events occur, as more experience is acquired, as additional information is obtained and as the operating environment changes. Actual results could differ from those estimates. Such changes and refinements in estimation methodologies are reflected in reported results of operations in the period in which the changes are made and, if material, their effects are disclosed in the Notes to the Consolidated Financial Statements.

Fiscal Year: Transcat operates on a 52/53-week fiscal year, ending the last Saturday in March. In a 52-week fiscal year, each of the four quarters is a 13-week period. In a 53-week fiscal year, the last quarter is a 14-week period. The fiscal year ended March 28, 2026 and March 29, 2025 ("fiscal year 2026" and "fiscal year 2025", respectively) consisted of 52 weeks and the fiscal year ~~2024 which~~ ended on March 30, 2024 ("fiscal year 2024") consisted of 53 weeks.

Cash and Cash Equivalents: Cash equivalents consist of highly liquid investments with an original maturity when purchased of three months or less and are stated at cost, which approximates fair value.

~~Marketable~~Accounts ~~Securities~~Receivable: ~~Marketable~~Accounts ~~securities consist~~receivable ofrepresents ~~highly~~amounts ~~liquid~~due ~~investments~~from ~~with~~customers anin ~~original~~the ~~maturity~~ordinary ~~when~~course ~~purchased~~ of ~~more~~business. ~~than~~These ~~three~~amounts ~~months~~are ~~and~~recorded ~~are~~net ~~stated~~of atthe ~~fair~~allowance ~~value~~for oncredit losses in the Consolidated Balance Sheets. ~~These~~ ~~securities~~The ~~are~~allowance ~~considered~~for ~~trading~~credit ~~securities~~losses is based upon the expected collectability of accounts receivable. ~~Earnings~~The Company applies a specific formula to its accounts receivable aging, which may be adjusted on a specific account basis where the ~~marketable~~formula may ~~securities~~not ~~are~~appropriately ~~included~~reserve infor ~~interest~~loss ~~income~~exposure. inAfter all attempts to collect a receivable have failed, the ~~Consolidated~~receivable ~~Statements~~is ofwritten-off ~~Income~~against the allowance for credit losses.

~~Accounts~~A ~~Receivable:~~summary ~~Accounts receivable represent amounts due from customers in the ordinary course~~ of ~~business.~~changes ~~These amounts are recorded net of the allowance for credit losses and returns~~ in the ~~Consolidated~~Company’s ~~Balance Sheets. The~~ allowance for credit losses is based upon the expected collectability of accounts receivable. The Company applies a specific formula to its accounts receivable aging, which may be adjusted on a specific account basis where the formula may not appropriately reserve for loss exposure. After all attempts to collect a receivable have failed, the receivable is written-off against the allowance for credit losses. The accounts receivable balance, less the allowance, as ~~of March~~follows ~~25,~~(amounts ~~2023,~~in ~~was $44.7 million.~~thousands):

Inventory: Inventory consists of products purchased for resale and is valued at the lower of average cost or net realizable value. Costs are determined using the average cost method of inventory valuation. The Company performs physical inventory counts and cycle counts on inventory throughout the year and adjusts the recorded balance to reflect the results. Inventory is reduced by a reserve for items not saleable at or above cost by applying a specific loss factor, based on historical experience, to specific categories of inventory. The Company evaluates the adequacy of the reserve on a quarterly basis. The Company had reserves for inventory losses totaling $0.2 million at March 29, 2025 and $0.3 million at March 30, 2024.

	*Allowance for*
	*Credit Losses*
Allowance for Credit Losses at March 30, 2024	$	(544	)
Additions from Acquisitions		(43	)
Charges to Earnings		(453	)
Deductions		378
Effect of Foreign Exchange on Allowance for Credit losses		3
Allowance for Credit Losses at March 29, 2025	$	(659	)
Additions from Acquisitions		(25	)
Charges to Earnings		(443	)
Deductions		279
Effect of Foreign Exchange on Allowance for Credit losses		(3	)
Allowance for Credit Losses at March 28, 2026	$	(851	)

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Inventory: Inventory consists of products purchased for resale and is valued at the lower of average cost or net realizable value. In the normal course of business, certain inventory items are transferred to property and equipment to be rented to customers. Costs are determined using the average cost method of inventory valuation. The Company performs physical inventory counts and cycle counts on inventory throughout the year and adjusts the recorded balance to reflect the results. Inventory is reduced for items not saleable at or above cost by applying a specific loss factor, based on historical experience, to specific categories of inventory. The Company evaluates the valuation of inventory on a quarterly basis. The Company recorded inventory valuation adjustments totaling $0.2 million at March 28, 2026 and March 29, 2025.

Property and Equipment, Depreciation and Amortization: Property and equipment are stated at cost. Depreciation and amortization are computed under the straight-line method over the following estimated useful lives:

		*Years*
Machinery, Equipment and Software		2 – 15
Rental Equipment		5 – 15
Furniture and Fixtures		3 – 10
Leasehold Improvements		2 – 12

In the normal course of business, certain items that have been capitalized as property and equipment may be sold to customers as used equipment. Property and equipment determined to have no value are written off at their then remaining net book value. The Company capitalizes certain costs, including internal payroll costs incurred in the procurement and development of computer software used for internal purposes. Leasehold improvements are amortized under the straight-line method over the estimated useful life or the lease term, whichever is shorter. Maintenance and repairs are expensed as incurred. See Note 2 for further information on property and equipment.

Business Acquisitions: The Company applies the acquisition method of accounting for business acquisitions. Under the acquisition method, identifiable assets acquired, liabilities assumed, and consideration transferred are measured at their acquisition-date fair value. The Company uses a valuation hierarchy, as further described under Fair Value of Financial Instruments below, to determine the fair values. Historically, we have relied, in part, upon the use of reports from third-party valuation specialists to assist in the estimation of fair values. Purchase price allocations are subject to revision within the measurement period, not to exceed one year from the date of acquisition. Costs to acquire a business may include, but are not limited to, fees for accounting, legal and valuation services, and are expensed as incurred in the Consolidated Statements of Income.

Goodwill and Intangible Assets: Goodwill represents the excess of the purchase price over the fair values of the underlying net assets of an acquired business. Goodwill is allocated to the Company's two reporting units: Service and Distribution. The Company tests goodwill for impairment for each reporting unit on an annual basis ~~during~~as of the first day of the fourth quarter of ~~its~~each fiscal year, or ~~immediately~~more frequently if conditions indicate that such impairment could exist. The Company is permitted, but not required, to qualitatively assess indicators of a reporting unit’s fair value, toas ~~determine whether~~ it isdid ~~necessary~~in tofiscal ~~perform~~2025, or the ~~two-step~~Company ~~goodwill~~can ~~impairment~~elect ~~test.~~to Ifperform a quantitative ~~test is deemed necessary~~analysis, ~~a discounted cash flow analysis is prepared to estimate fair value. The Company determined that no impairment was indicated~~ as ~~of March~~it ~~29,~~did ~~2025~~for ~~and March~~fiscal ~~30, 2024~~2026.

~~Intangible~~The ~~assets~~Company ~~consists~~estimated the fair values of ~~(amount~~each reporting unit for fiscal 2026 utilizing the income and market approaches, weighted equally, to prepare the analysis. The projected cash flows used in ~~thousands~~the analysis reflect management’s expectations of revenue growth and margin expansion based on historical performance, anticipated customer demand, and current market conditions. The weighted-average cost of capital ("WACC"): for the Service and Distribution reporting units was 10%, and the long-term growth rate assumed was 3%.

	March 29,			March 30,
	2025			2024
Customer Base	$	84,755		$	45,725
Covenant not to Compete		3,603			3,617
Tradenames/Trademarks		4,040			-
Other		905			905
Total Intangibles		93,303			50,247
Less: Accumulated Amortization		(38,526	)		(30,260	)
Total Intangibles, net	$	54,777		$	19,987

Based on the results of the Company's impairment assessments in fiscal 2026 and fiscal 2025, the Company was able to conclude that it was more likely than not that the fair values of the reporting units exceeded the carrying values.

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Table of Contents

Intangible assets, namely customer base and covenants not to compete, represent an allocation of purchase price to identifiable intangible assets of an acquired business. Intangible assets are evaluated for impairment when events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. A summary of changes in the Company’s goodwill ~~and intangible assets~~ is as follows (amounts in thousands):

	Goodwill								~~Intangible Assets~~
	Distribution		Service			Total			~~Distribution~~			~~Service~~			~~Total~~
Net Book Value as of March 26, 2022	$	11,458	$	53,616		$	65,074		$	647		$	14,045		$	14,692
Book Value as of March 30, 2024		38,216		67,369			105,585
Additions		-21,783		549,~~094~~896			571,~~094~~679			-			~~3,576~~			~~3,576~~
Measurement Period Adjustments		-		(203	)		(203	)		-			-			-
Currency Translation Adjustment		-		(336	)		(336	)
Amortization		-		-			-			(199	)		(4,255	)		(4,454	)
Book Value as of March 29, 2025		59,999		116,929			176,928
Currency Translation Adjustment		-		(605	)		(605	)		-			(15	)		(15	)
Additions		-		41,364			41,364
Net Book Value as of March 25, 2023		11,458		57,902			69,360			448			13,351			13,799
Measurement Period Adjustments		-		(287	)		(287	)
Additions		26,758		9,393			36,151			7,900			3,983			11,883
Currency Translation Adjustment		-		180			180
Amortization		-		-			-			(1,355	)		(4,342	)		(5,697	)
Book Value as of March 28, 2026	$	59,999	$	158,186		$	218,185
Currency Translation Adjustment		-		74			74			-			2			2
Net Book Value as of March 30, 2024		38,216		67,369			105,585			6,993			12,994			19,987
Additions		21,783		49,896			71,679			5,360			37,880			43,240
Amortization		-		-			-			(2,841	)		(5,581	)		(8,422	)
Currency Translation Adjustment		-		(336	)		(336	)		-			(28	)		(28	)
Net Book Value as of March 29, 2025	$	59,999	$	116,929		$	176,928		$	9,512		$	45,265		$	54,777

~~The~~As ~~intangible assets are being amortized on an accelerated basis over their estimated useful lives~~ of March up28, ~~to 15 years. Amortization expense relating to intangible assets is expected to be $10.6 million in fiscal year~~ 2026, ~~$8.0 million~~no inaccumulated ~~fiscal~~impairment ~~year~~loss ~~2027,~~has ~~$6.7 million~~been inrecognized ~~fiscal~~for ~~year~~the ~~2028,~~Company's $5goodwill.~~7 million in fiscal year 2029 and $4.7 million in fiscal year 2030.~~

The 54gross carrying amount and accumulated amortization of Transcat's acquired identifiable intangible assets as of March 28, 2026 were as follows (in thousands):

	*Gross Carrying*		*Accumulated*
	*Amount*		*Amortization*			*Total*
Customer Base	$	118,844	$	(46,859	)	$	71,985
Covenant not to Compete		3,611		(3,258	)		353
Tradenames/Trademarks		6,740		(1,396	)		5,344
Other		905		(881	)		24
Intangible Assets, net	$	130,100	$	(52,394	)	$	77,706

Table of Contents

~~Catalog Costs: Transcat capitalizes the cost of each master catalog mailed and amortizes the cost over the respective catalog’s estimated productive life.~~ The ~~Company~~gross ~~reviews~~carrying ~~response~~amount ~~results from catalog mailings on a continuous basis,~~ and ifaccumulated ~~warranted,~~amortization ~~modifies the period over which costs are recognized. The Company amortizes the cost~~ of ~~each~~Transcat's ~~master~~acquired ~~catalog~~identifiable ~~over~~intangible anassets ~~eighteen-month~~as ~~period and amortizes the cost~~ of ~~each catalog supplement over a three-month period. There were no unamortized catalog costs at~~ March 29, 2025 were oras ~~at March~~follows ~~30,~~(in ~~2024.~~thousands):

	*Gross Carrying*		*Accumulated*
	*Amount*		*Amortization*			*Total*
Customer Base	$	84,755	$	(34,531	)	$	50,224
Covenant not to Compete		3,603		(2,866	)		737
Tradenames/Trademarks		4,040		(263	)		3,777
Other		905		(866	)		39
Intangible Assets, net	$	93,303	$	(38,526	)	$	54,777

Intangible assets, namely customer base, covenants not to compete, and tradenames/trademarks, represent an allocation of purchase price to identifiable intangible assets of an acquired business. Intangible assets are evaluated for impairment when events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. There were no indicators of impairment for fiscal 2026 or fiscal 2025. Amortization expense relating to intangible assets was $13.8 million in fiscal year 2026 and $8.4 million in fiscal year 2025 and is recorded in Selling, Marketing and Warehouse Expenses in the Company's Consolidated Statements of Income. Intangible amortization for future periods is expected to be the following (in $ millions):

Fiscal Year	*Amount*
2027	$	12.9
2028		11.3
2029		9.9
2030		8.6
2031		7.3
Thereafter		27.7
Total	$	77.7

Deferred Taxes: The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the consolidated financial statement carrying amounts and the tax bases of its assets and liabilities. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in the Consolidated Statements of Income in the period that includes the enactment date. The Company establishes valuation allowances if it believes that it is more-likely-than-not that some or all of its deferred tax assets will not be realized. See Note 4 for further discussion on income taxes.

~~Fair~~ ~~Value~~ 58 of Financial Instruments: Transcat has determined the fair value of debt and other financial instruments using a valuation hierarchy. The hierarchy, which prioritizes the inputs used in measuring fair value, consists of three levels. Level 1 uses observable inputs such as quoted prices in active markets; Level 2 uses inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, which is defined as unobservable inputs in which little or no market data exists, requires the Company to develop its own assumptions. The carrying amount of debt on the Consolidated Balance Sheets approximates fair value due to variable interest rate pricing on a portion of the debt with the balance bearing an interest rate approximating current market rates, and the carrying amounts for cash and cash equivalents, marketable securities, accounts receivable and accounts payable approximate fair value due to their short-term nature. Investment assets, which fund the Company’s non-qualified deferred compensation plan, consist of mutual funds and are valued based on Level 1 inputs. At both March 29, 2025 and March 30, 2024, investment assets totaled $0.1 million and are included as a component of other assets (non-current) on the Consolidated Balance Sheets.

Stock-Based Compensation: The Company measures the cost of services received in exchange for all equity awards granted, including stock options and restricted stock units, based on the fair market value of the award as of the grant date. The Company records compensation cost related to unvested equity awards by recognizing, on a straight-line basis, the unamortized grant date fair value over the remaining service period for awards expected to vest. Excess tax benefits for share-based award activity are reflected in the Consolidated Statements of Income as a component of the provision for income taxes. Excess tax benefits are realized benefits from tax deductions for exercised awards in excess of the deferred tax asset attributable to stock-based compensation costs for such awards. The Company did not capitalize any stock-based compensation costs as part of an asset. The Company estimates forfeiture rates based on its historical experience. During fiscal years 2025, 2024 and fiscal year ended March 25, 2023 ("fiscal year 2023"), the Company recorded non-cash stock-based compensation cost in the amount of $3.2 million, $4.5 million and $3.4 million, respectively, in the Consolidated Statements of Income.

Revenue Recognition: Revenue is recognized in accordance with Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers and Topic 842, Leases. Distribution product sales are recorded when an order’s title and risk of loss transfers to the customer, which is generally upon shipment. The Company recognizes the majority of its Service revenue based upon when the calibration or other activity is performed and then shipped and/or delivered to the customer. The majority of the Company’s revenue generating activities have a single performance obligation and are recognized at the point in time when control transfers and/or our obligation has been fulfilled. Some Service revenue is generated from managing customers’ calibration programs in which the Company recognizes revenue over time using the time-elapsed output method as this portrays the transfer of control to the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for product shipped or services performed.

Rental revenue is accounted for as an operating lease. We recognize revenue from equipment rentals in the period earned, regardless of the timing of billing to customers. A rental contract includes rates for daily, weekly or monthly use, and rental revenues are earned on a daily basis as rental contracts remain outstanding. As some rental contracts can extend across multiple reporting periods, we record unbilled rental revenue and deferred rental revenue at the end of a reporting period so rental revenue earned is appropriately stated for the periods presented.

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~~Sales~~Fair ~~taxes~~Value of Financial Instruments: The Company measures certain financial and ~~other~~nonfinancial ~~taxes~~assets ~~billed~~and liabilities at fair value on a recurring and ~~collected~~nonrecurring ~~from~~basis ~~customers~~in ~~are~~accordance ~~excluded~~with ~~from~~ASC ~~revenue~~820, Fair Value Measurement. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Transcat has determined the fair value of debt and other financial instruments using a valuation hierarchy. The hierarchy, which prioritizes the inputs used in measuring fair value, consists of three levels. Level 1 uses quoted prices in active markets for identical assets and liabilities; Level 2 uses inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, which is defined as unobservable inputs in which little or no market data exists, requires the Company ~~generally~~to ~~invoices~~develop its ~~customers~~own assumptions about assumptions a market participant would use, developed based on the best information available under the circumstances. The carrying amount of debt on the Consolidated Balance Sheets approximates fair value due to variable interest rate pricing that approximates current market rates, and the carrying amounts for ~~freight~~cash and cash equivalents, ~~shipping~~accounts receivable and accounts payable approximate fair value due to their short-term nature. Investment assets, which funded the Company’s non-qualified deferred compensation plan, consist of mutual funds and ~~handling~~are ~~charges~~valued based on Level 1 inputs. ~~Freight~~At March ~~billed~~28, to2026, ~~customers~~there iswere no investment assets. At March 29, 2025, investment assets totaled $0.1 million and are included inas ~~revenue~~a component of other assets (non-current) on the Consolidated Balance Sheets. Certain ~~Shipping~~nonfinancial assets and ~~handling~~liabilities isare ~~not~~measured ~~included~~at fair value on a nonrecurring basis, including assets acquired and liabilities assumed in ~~revenue~~connection with business combinations and assets subject to impairment testing. ~~Provisions~~Valuations ~~for~~of identifiable intangible assets (such as customer ~~returns~~relationships ~~are~~and trade ~~provided~~names) ~~for~~and incertain liabilities typically involve the ~~period~~use of valuation techniques such as the ~~related~~income ~~revenue~~approach is(e.g., ~~recorded~~discounted ~~based~~cash ~~upon~~flow ~~historical~~or ~~data~~relief-from-royalty methods) and may incorporate significant unobservable inputs, including: (i) forecasted revenues and cash flows, (ii) discount rates, (iii) customer attrition rates, and (iv) royalty rates and useful lives. These measurements are generally classified within Level 3 of the fair value hierarchy.

~~Under~~Stock-Based ~~ASC~~Compensation: ~~Topic~~The ~~606, Revenue~~Company ~~from~~measures ~~Contracts~~the ~~with~~cost ~~Customers~~of services received in exchange for all equity awards granted, weincluding ~~use~~stock ~~judgments~~options ~~that~~and ~~could~~restricted ~~potentially~~stock ~~impact~~units, ~~both~~based on the ~~timing~~fair market value of ~~our~~the ~~satisfaction~~award as of ~~performance~~the ~~obligations~~grant ~~and~~date. ~~our~~The ~~determination~~Company ofrecords ~~transaction~~compensation ~~prices~~cost ~~used~~related into ~~determining~~unvested ~~revenue~~equity ~~recognized~~awards by recognizing, on a straight-line basis, the unamortized grant date fair value over the remaining service period for awards expected to vest. ~~Such~~Excess ~~judgments~~tax ~~include~~benefits ~~considerations~~for share-based award activity are reflected in ~~determining~~the ~~our~~Consolidated ~~transaction~~Statements ~~prices~~of ~~and~~Income ~~when~~as ~~our~~a ~~performance~~component ~~obligations~~of the provision for income taxes. Excess tax benefits are ~~satisfied~~realized benefits from tax deductions for ~~our~~exercised ~~standard~~awards ~~product~~in ~~sales~~excess ~~that~~of ~~include~~the ~~general~~deferred ~~payment~~tax ~~terms~~asset ~~that~~attributable ~~are~~to ~~between~~stock-based ~~net~~compensation 30costs for such awards. The Company did not capitalize any stock-based compensation costs as part of an asset. The Company estimates forfeiture rates based on its historical experience. During fiscal years 2026, 2025 and 902024, the ~~days~~Company recorded non-cash stock-based compensation cost in the amount of $7.5 million, $3.2 million and $4.5 million, respectively, in the Consolidated Statements of Income.

Revenue ~~recognized~~Recognition: The ~~from prior period performance obligations for fiscal year 2025 was immaterial. As of March 29, 2025, the~~ Company ~~had~~recognizes norevenue ~~unsatisfied~~in ~~performance~~accordance ~~obligations for contracts~~ with anAccounting ~~original~~Standards ~~expected~~Codification ~~duration of greater than one year. Pursuant to~~ (“ASC”) Topic 606, ~~the~~Revenue ~~Company~~from ~~applied~~Contracts ~~the practical expedient~~ with ~~respect~~Customers. toThe ~~disclosure~~Company ofgenerates ~~the deferral and future expected timing of~~ revenue ~~recognition~~from ~~for~~distribution ~~transaction~~product ~~price allocated to remaining performance obligations. Deferred revenue~~sales, ~~unbilled~~equipment ~~revenue~~rental ~~and deferred contract costs recorded on our Consolidated Balance Sheets as of March 29~~arrangements, ~~2025~~ and ~~March~~ ~~30,~~service ~~2024 were immaterial~~offerings. ~~See Note 7 for disaggregated revenue information.~~

The following is a description of principal activities from which the Company generates its revenue and how revenue is recognized:

Service Revenue

Calibration and other related service activities - Service revenue is generated from calibration, repair, inspection, analytical qualifications, preventative maintenance, and other related service activities, including third-party managed services. Revenue is generally recognized at a point in time when control transfers to the customer in accordance with the contract terms. For certain service arrangements involving managing customers’ calibration programs and technical, consulting, and staffing solutions, we recognize revenue over time, using the time-elapsed output method (for example, hours worked), as the customer simultaneously receives and consumes the benefits of the Company’s performance. These service arrangements are typically less than 12 months, and are primarily recognized over time, including in certain cases using the “right to invoice” practical expedient.

Distribution Sales

Product Sales - Revenue from product sales is recognized at a point in time when control transfers to the customer, which often occurs upon shipment, when title and risk of loss pass to the customer.

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Equipment Rental - These arrangements provide customers with the right to use specified equipment for defined contractual periods. These contracts vary in duration with offerings including weekly, monthly and other extended durations. The related performance obligation is generally satisfied over time, and rental revenue is recognized using the time-elapsed output method, as this pattern depicts the transfer of control to the customer. Certain rental contracts provide a stand-ready obligation for equipment, and as a result, consideration is variable and based on the actual duration of use. Depending upon the structure of a particular arrangement, we (i) recognize revenue as each distinct service period is performed, (ii) recognize the estimate of variable consideration ratably over the period to which it relates, or (iii) apply the ‘right to invoice’ practical expedient and recognize revenue based on the amount invoiced to the customer during the period.

Revenue is measured based on the transaction price, which represents the amount of consideration the Company expects to receive in exchange for satisfying its performance obligations. Transaction prices are generally fixed and stated in customer contracts, which typically include payment terms ranging from net 30 to 90 days. Provisions for customer returns are estimated and recorded in the same period as the related revenue based on historical experience and have been immaterial.

Sales taxes and other similar taxes collected on behalf of governmental authorities are excluded from revenue.

The Company generally bills customers for freight charges, which are included in revenue. Shipping and handling activities are considered fulfillment activities rather than separate performance obligations.

For rental and certain service arrangements that extend across reporting periods, the Company records unbilled revenue or deferred revenue, as applicable, to reflect revenue recognized in advance of or subsequent to billing. Deferred revenue, unbilled revenue, and deferred contract costs recorded on the Company’s Consolidated Balance Sheets as of March 28, 2026 and March 29, 2025 were immaterial. Revenue recognized during fiscal year 2026 from performance obligations satisfied in prior periods was immaterial.

The application of ASC 606 requires management to exercise judgment in identifying performance obligations, determining whether such obligations are satisfied at a point in time or over time, and estimating transaction prices. These judgments primarily relate to product shipment terms, service completion criteria, and the determination of the appropriate pattern of revenue recognition for rental and managed service arrangements.

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Estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period was $7.3 million and $3.3 million as of March 28, 2026 and March 29, 2025, respectively. These are expected to be recognized revenue in one year or less. As of March 28, 2026, the Company had a de minimis amount of unsatisfied performance obligations for contracts with an original expected duration of greater than one year. Accordingly, the Company has elected to not disclose information about remaining performance obligations.

See Note 7 for disaggregated revenue information related to the Company's segments and geographical data.

The following table presents a summary of the Company's net sales by revenue recognition method as a percentage of total net sales:

	% of Total Net Sales
	2025			2024			2023
	2026			2025			2024
Point-in-Time		8681.8	%		8986.78	%		9189.07	%
Over Time - Output Method		1318.2	%		1013.32	%		910.03	%
Total		100.0	%		100.0	%		100.0	%

Vendor Rebates: Vendor rebates are generally based on specified cumulative levels of purchases and/or incremental distribution sales and are recorded as a reduction of cost of distribution sales. Purchase rebates are calculated and recorded quarterly based upon the volume of purchases with specific vendors during the quarter. Point of sale rebate programs that are based on year-over-year sales performance on a calendar year basis are recorded as earned, on a quarterly basis, based upon the expected level of annual achievement. Point of sale rebate programs that are based on year-over-year sales performance on a quarterly basis are recorded as earned in the respective quarter. The Company recorded vendor rebates of $01.94 million, $0.6 9 million and $0.6 million in fiscal years ~~2025~~2026, ~~2024~~ 2025, and ~~2023~~2024, respectively, as a reduction of cost of distribution sales.

~~Cooperative~~ Advertising ~~Income~~Costs: ~~The~~Advertising ~~Company~~costs, ~~participates~~other inthan ~~co-op~~catalog ~~advertising~~costs, ~~programs~~are ~~with~~expensed ~~certain~~as ofthey ~~its~~are ~~vendors.~~incurred ~~The~~and ~~Company~~are ~~records~~included ~~cash~~in ~~consideration~~Selling, ~~received~~Marketing ~~from~~and ~~these~~Warehouse ~~vendors~~Expenses ~~for~~in ~~advertising~~the asConsolidated aStatements ~~reduction~~ of ~~cost of distribution sales~~Income. Advertising ~~The~~costs ~~Company~~were ~~recorded~~approximately ~~consideration in the amount of~~ $02.96 million, $12.10 million and $1.06 million in fiscal years ~~2025~~2026, ~~2024~~2025 and ~~2023~~2024, respectively~~, in connection with these programs~~.

~~Advertising~~Shipping and Handling Costs: ~~Advertising~~Freight expense and direct shipping costs, ~~other~~are ~~than~~included ~~catalog~~in the cost of revenue. These costs totaled approximately $3.7 million, ~~are~~$3.4 million ~~expensed~~and as$3.2 million ~~they~~in ~~are~~fiscal ~~incurred~~years 2026, 2025 and 2024, ~~are~~respectively. ~~included~~Direct inhandling ~~Selling~~costs, ~~Marketing~~the majority of which represent direct compensation of employees who pick, pack, and ~~Warehouse~~prepare ~~Expenses~~merchandise for shipment to customers, are reflected in ~~the~~selling, ~~Consolidated~~marketing ~~Statements~~and ofwarehouse ~~Income~~expenses. ~~Advertising~~ Direct handling costs were approximately $2.0.6 million, $10.6 million and $10.25 million in fiscal years ~~2025~~2026, ~~2024~~2025 and ~~2023~~2024, respectively.

Shipping and Handling Costs: Freight expense and direct shipping costs are included in the cost of revenue. These costs totaled approximately $3.4 million, $3.2 million and $3.1 million in fiscal years 2025, 2024 and 2023, respectively. Direct handling costs, the majority of which represent direct compensation of employees who pick, pack, and prepare merchandise for shipment to customers, are reflected in selling, marketing and warehouse expenses. Direct handling costs were approximately $0.6 million, $0.5 million and $0.7 million in fiscal years 2025, 2024 and 2023, respectively.

Foreign Currency Translation and Transactions: The accounts of Cal OpEx Limited (d/b/a Transcat Ireland), an Irish company, and Transcat Canada Inc., both of which are wholly-owned subsidiaries of the Company, are maintained in their local currencies, the Euro and the Canadian dollar, respectively, and have been translated to U.S. dollars. Accordingly, the amounts representing assets and liabilities have been translated at the period-end rates of exchange and related revenue and expense accounts have been translated at an average rate of exchange during the period. Gains and losses arising from translation of Cal OpEx Limited’s and Transcat Canada Inc.’s financial statements into U.S. dollars are recorded directly to the accumulated other comprehensive loss component of shareholders’ equity.

56 61

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Transcat records foreign currency gains and losses on business transactions denominated in foreign currency. The net foreign currency loss was $0.12 million in fiscal year ~~2025~~2026, a loss of $0.1 million in fiscal year ~~2024~~2025 and a loss of $0.7 1 million in fiscal year ~~2023~~2024. The Company ~~continually~~has ~~utilizes~~ utilized short-term foreign exchange forward contracts to reduce the risk that its future earnings denominated in Canadian dollars would be adversely affected by changes in currency exchange rates. The Company ~~does~~did not apply hedge accounting and therefore the net change in the fair value of the contracts, which totaled a ~~gain~~loss of less than $0.21 million, a ~~loss~~gain of $0.12 million and a ~~gain~~loss of $0.4 1 million in fiscal years ~~2025~~2026, ~~2024~~2025 and ~~2023~~2024, respectively, was recognized as a component of ~~Interest and~~ Other ~~Expenses,~~(Income) ~~net~~ Expense in the Consolidated Statements of Income. The change in the fair value of the contracts iswas offset by the change in fair value on the underlying accounts receivables denominated in Canadian dollars being hedged. On March 2928, ~~2025~~2026, the Company ~~had~~did anot hold a foreign exchange contract~~, which matured in April 2025, outstanding in the notional amount of $1~~.~~1 million.~~ ~~This contract was subsequently renewed and remains in place.~~ The Company does not use hedging arrangements for speculative purposes.

Other Comprehensive Income (Loss): Other comprehensive income (loss) is composed of currency translation adjustments, unrecognized prior service costs from post-retirement plan, net of tax, and unrealized gains or losses on other assets, net of tax.

The Company determines the expense and obligations for its post-retirement plans using assumptions related to discount rates, expected long-term rates of return on invested plan assets, and certain other factors. The Company determines the fair value of plan assets and benefit obligations as of the end of each fiscal year. The unrecognized portion of the gain or loss on plan assets is included in the consolidated balance sheets as a component of accumulated other comprehensive loss in shareholders’ equity and is recognized into the plans’ expense over time. See Note 5 for further discussion on the Company’s post-retirement plan.

The Company has a non-qualified deferred compensation plan for the benefit of certain management employees and non-employee directors. Investment assets, which fund the Company’s non-qualified deferred compensation plan, consist of mutual funds. The unrecognized portion of the gain or loss on plan assets is included in the Consolidated Statements of Income.

At March 2928, ~~2025~~2026, accumulated other comprehensive loss consisted of cumulative currency translation losses of $10.58 million, unrecognized prior service costs, net of tax, of ~~less than~~ $0.12 million and an unrealized ~~gain~~ loss on other assets, net of tax, of less than $0.1 million. At March 3029, ~~2024~~2025, accumulated other comprehensive loss consisted of cumulative currency translation losses of $01.9 5 million, unrecognized prior service costs, net of tax, of $0.1 million and an unrealized gain on other assets, net of tax, of less than $0.1 million.

Earnings Per Share: Basic earnings per share of the Company's common stock, par value $0.50 per share ("common stock"), are computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share of common stock reflect the assumed conversion of stock options and unvested restricted stock units using the treasury stock method in periods in which they have a dilutive effect. In computing the per share effect of assumed conversion, proceeds received from the exercise of options and unvested restricted stock units are considered to have been used to purchase shares of common stock at the average market prices during the period, and the resulting net additional shares of common stock are included in the calculation of average shares of common stock outstanding.

For fiscal years ~~2025~~2026, ~~2024~~2025 and ~~2023~~2024, the net additional common stock equivalents had a $(0.01), $(0.0301) and $(0.0203) per share effect on the calculation of dilutive earnings per share, respectively. The average shares outstanding used to compute basic and diluted earnings per share are as follows (amounts in thousands):

Fiscal Year Ended

March 29,

March 30,

March 25,

March 28,

March 29,

March 30,

2025

2024

2023

2026

2025

2024

Average Shares Outstanding – Basic

9,~~185~~334

89,~~239~~185

78,~~551~~239

Effect of Dilutive Common Stock Equivalents

6946

~~113~~69

94113

Average Shares Outstanding – Diluted

9,~~254~~380

89,~~352~~254

78,~~645~~352

Anti-dilutive Common Stock Equivalents

52162

5052

~~160~~50

5762

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Other Liabilities: A summary of other current and non-current liabilities is as follows (amounts in thousands):

	March 29,		March 30,
	March 28,		March 29,
	2025		2024
	2026		2025
Current Liabilities:
Accrued Payroll and Employee Benefits	$	5,~~592~~938	$	5,~~508~~592
Accrued Incentives		15,~~670~~534		41,~~182~~670
Current Portion of Lease Liabilities		3,624		2,510
Current Portion of Lease Liabilities - Operating		4,107		3,624
Accrued Acquisition Holdbacks		2,784		2,577
Current Portion of Lease Liabilities - Financing		270		-
Accrued Sales Tax		654		813
Accrued Acquisition Holdbacks		2,247		2,784
Accrued Contingent Consideration		-		529
Accrued Sales Tax		609		654
Other Current Liabilities		12,~~142~~992		~~620~~1,142
Accrued Compensation and Other Current Liabilities	$	1521,~~466~~697	$	1615,~~739~~466
Non-Current Liabilities:
Postretirement Benefit Obligation	$	1,~~012~~188	$	1,~~134~~012
Accrued Acquisition Holdbacks		~~1,647~~-		1,647
Other Non-Current Liabilities		93-		~~122~~93
Other Liabilities	$	21,~~752~~188	$	2,~~903~~752

Recently Adopted Accounting Pronouncements:

In ~~November~~December 2023, the FASB issued Accounting Standards Update ("ASU") 2023-0709, ~~“Segment~~Income ~~Reporting~~Taxes (Topic ~~280~~740): Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures~~” to expand the disclosure requirements for reportable segments~~. The ~~standard~~ASU expands ~~reportable~~the ~~segment~~income tax disclosure requirements, ~~for~~principally ~~public~~related ~~business entities primarily through enhanced disclosures about significant segment expenses that are regularly provided~~ to the ~~chief~~rate ~~operating~~reconciliation ~~decision~~table ~~maker (“CODM”)~~ and ~~included~~income ~~within~~taxes ~~each~~paid. ASU ~~reported~~2023-09 ~~measure~~is ofeffective ~~segment~~for ~~operating~~annual ~~income.~~periods ~~The~~beginning ~~Company~~in ~~adopted~~fiscal ~~ASU~~2026, ~~2023-07~~with inearly ~~fiscal~~adoption ~~year 2025~~permitted. The prospective adoption of ~~this~~the ~~new~~ASU ~~accounting standard~~ did not have ana material impact on the Company'’s ~~results of operations,~~ financial ~~position~~statement ~~or cash flows~~disclosures. See Note ~~7 to our Consolidated Financial Statements in this report for financial information for these segments~~4.

Recent Accounting Guidance Not Yet Adopted:

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU expands the income tax disclosure requirements, principally related to the rate reconciliation table and income taxes paid. ASU 2023-09 is effective for annual periods beginning in fiscal 2026, with early adoption permitted. The adoption of the ASU is not expected to have a material impact on the Company’s financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” which requires public entities to disclose specified information about certain costs and expenses. ASU 2024-03 is effective for annual reporting periods beginning in fiscal 2028, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The adoption of the ASU is not expected to have a material impact on the Company’s financial statement disclosures.

~~Reclassification~~In July 2025, ofthe ~~Amounts:~~FASB ~~Certain~~issued ~~reclassifications~~ASU 2025-05 “Financial Instruments—Credit Losses (Topic 326): Measurement of ~~financial~~Credit ~~information~~Losses for ~~prior~~Accounts ~~fiscal~~Receivable ~~years~~and ~~have~~Contract ~~been~~Assets,” ~~made~~which tointroduces ~~conform~~a topractical expedient for the ~~presentation~~application ~~for~~of the current expected credit loss model to current accounts receivable and contract assets. ASU 2025-05 is effective for interim and annual reporting periods beginning in fiscal ~~year~~2027, with early adoption permitted. The adoption of the ASU is not expected to have a material impact on the Company’s financial statement disclosures.

58 The Company has reviewed all other recently issued, but not yet effective, accounting pronouncements and has determined that there are no standards that are expected to have a material impact on its consolidated financial statements or related disclosures.

Reclassification of Amounts: Certain reclassifications of financial information for prior fiscal years have been made to conform to the presentation for the current fiscal year. Specifically, the Company: (1) separated the noncash lease expense from the change in lease liabilities in the operating activities section of the cash flow statement; (2) separated proceeds from revolving credit facility from repayments of the revolving credit facility in the financing activities section of the cash flow statement; (3) separated accumulated amortization by intangible asset class in Note 1; (4) enhanced the segment disclosure to include additional data for each segment in Note 7; and (5) updated prior periods' acquisition disclosures to include the useful lives of the intangible assets in Note 9. These changes in presentation did not affect net income, operating income, total assets, liabilities, or stockholders’ equity for any period presented.

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NOTE 2 – PROPERTY AND EQUIPMENT, NET

Property and equipment consists of (amounts in thousands):

	March 29,			March 30,
	March 28,			March 29,
	2025			2024
	2026			2025
Machinery, Equipment and Software	$	7282,~~835~~651		$	6472,~~971~~141
Rental Equipment		2934,~~651~~363			1929,~~773~~916
Furniture and Fixtures		3,~~134~~286			3,~~076~~134
Leasehold Improvements		1012,~~250~~162			9,~~467~~791
Total Property and Equipment		115,870			97,287
Fixed Assets in Process		1,241			888
Less: Accumulated Depreciation and Amortization		(65,846	)		(58,343	)
Total Property and Equipment		133,703			115,870
Total Property and Equipment, net	$	50,024		$	38,944
Less: Accumulated Depreciation and Amortization		(75,902	)		(65,846	)
Total Property and Equipment, net	$	57,801		$	50,024

Total depreciation and amortization expense relating to property and equipment amounted to $1012.1 million, $710.81 million and $67.58 million in fiscal years ~~2025~~2026, 2025 and 2024, respectively. Of these amounts, $10.3 million, $8.2 million and $5.9 ~~2023~~million was charged to cost of service revenue and cost of distribution sales in fiscal years 2026, 2025 and 2024, respectively. The remaining depreciation and amortization expense was charged to Selling, Marketing and Warehouse Expenses and General and Administrative Expenses on the Company's Consolidated Statements of Income.

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NOTE 3 – LONG-TERM DEBT

On July 729, ~~2021~~2025, the Company entered into a Credit Agreement (the ~~Second~~“Credit ~~Amended~~Agreement”) ~~and~~with ~~Restated~~a ~~Credit~~group ~~Facility~~of ~~Agreement~~three lenders establishing a new five-year $150.0 million secured revolving credit facility (the “Credit ~~Agreement~~Facility”). ~~with~~Borrowing ~~Manufacturers~~options under the Credit Facility include: (i) a revolving loan option; (ii) a swingline loan option; and ~~Traders~~(iii) ~~Trust~~letters of credit, each of which is provided on a committed basis. The Credit Facility replaced the Company’s former $80.0 million credit facility (the “~~M&T~~Replaced Facility”), ~~that~~which ~~amended~~included ~~and~~a ~~restated~~letter inof ~~its~~credit ~~entirety~~subfacility of $10.0 million and the Company’s ~~prior~~2018 ~~credit~~term ~~agreement~~loan, with ~~M&T~~an original principal amount of $15.0 million (the “2018 Term Loan”).

~~The~~In connection with the Credit Agreement, ~~provides~~the ~~for~~Company entered into a ~~revolving~~syndicated ~~credit~~loan. ~~commitment~~The (lender of the ~~“revolving~~Replaced ~~credit~~Facility ~~facility”)~~participated ofin ~~$80~~the Credit Agreement.0 ~~million~~For ~~through June~~accounting ~~2026~~purposes, ~~with~~the transaction was accounted for as a ~~letter~~debt ofmodification; however, ~~credit~~there ~~subfacility~~were ofno ~~$10.0~~remaining ~~million~~unamortized costs from the Replaced Facility. The Company's ~~2018~~incurred financing ~~term~~costs ~~loan,~~that ~~with~~will anbe ~~original~~deferred ~~principal~~and ~~amount~~amortized ofon ~~$15.0~~a ~~million~~straight-line (basis over the ~~"2018~~term ~~Term~~of ~~Loan"),~~the isCredit ~~also~~Agreement. ~~provided~~These ~~for~~amounts ~~under~~are included in Other Assets in the ~~Credit~~Consolidated ~~Agreement~~Balance Sheets.

~~The~~On July ~~Credit~~7, ~~Agreement~~2021, ~~allows~~ the Company toentered ~~use~~into ~~up to $50.0 million under~~ the ~~revolving~~Replaced ~~credit~~Facility with ~~facility~~Manufacturers ~~for~~and ~~acquisitions~~Traders inTrust ~~any~~Company ~~single~~(“M&T”), ~~fiscal~~that ~~year.~~amended ~~The~~and ~~Credit~~restated ~~Agreement~~in ~~restricts~~its entirety the Company'’s ~~ability~~prior tocredit ~~complete~~agreement ~~acquisitions of businesses~~ with aM&T. ~~principal~~The ~~place~~Replaced ofFacility provided for ~~business~~a ~~located~~revolving incredit ~~the~~commitment ~~United~~of ~~Kingdom~~$80.0 ormillion ~~the~~through June ~~European~~2026, ~~Union~~with toa anletter ~~aggregate~~of ~~purchase~~credit ~~price~~subfacility of $4010.0 million. ~~during~~The ~~the~~2018 ~~term~~Term ofLoan ~~the~~was ~~Credit~~also ~~Agreement,~~provided iffor ~~the~~under ~~acquisition is financed directly or indirectly with~~ the ~~revolving~~Replaced ~~credit facility~~Facility.

~~Under~~The ~~the~~ Credit Agreement, allows the Company ~~may~~ to use up to $50.0 million under the Credit Facility for acquisitions in any single fiscal year with an exception for the acquisition of Essco. In addition, we are permitted to make restricted payments up to $25.0 million in the aggregate over the term of the Credit ~~Agreement~~ Facility and $10.0 million in any single fiscal year to repurchase shares and pay dividends.

As of March 2928, ~~2025~~2026, $80150.0 million was available for borrowing, subject to covenant restrictions, under the ~~revolving~~Credit ~~credit facility~~Facility, of which $3099.9 million was outstanding. ~~During fiscal year 2025,~~ ~~$87.4 million from cash on hand and the revolving credit facility was used for two business acquisitions.~~

AsInterest ofand Other Costs: Effective ~~March~~July 291, ~~2025~~2023, ~~$1.8 million~~interest ~~was~~on outstanding onborrowings under the ~~2018~~revolving ~~Term~~credit ~~Loan~~facility accrued, ~~which~~at Transcat’s election, at either the variable Daily Simple SOFR or a fixed rate for a designated period at the SOFR ~~was~~corresponding ~~included~~to such period (subject to a 1.00% floor), in ~~current~~each ~~liabilities~~case, plus a margin. Unused fees accrued based on the ~~Consolidated~~average ~~Balance~~daily ~~Sheets~~amount of unused credit available on the revolving credit facility. ~~The~~Interest ~~2018~~rate ~~Term~~margins ~~Loan~~and ~~requires~~unused ~~total~~fees ~~repayments~~are ~~(principal~~determined ~~plus~~on ~~interest)~~a ofquarterly $0basis based upon the Company’s calculated leverage ratio.2 ~~million~~The ~~per~~Company’s ~~month~~weighted ~~through December~~average ~~2025~~interest rate for the revolving credit facility for fiscal year 2026 was 5.6%.

~~Interest and Other Costs~~Covenants: ~~Effective July~~The 1,Credit ~~2023,~~Facility has certain ~~interest~~covenants onwith ~~outstanding~~which ~~borrowings under~~ the ~~revolving~~Company ~~credit~~is ~~facility~~required ~~accrue,~~to ~~at Transcat’s election~~comply, atincluding ~~either the variable Daily Simple SOFR or~~ a fixed ~~rate~~charge ~~for~~ratio acovenant, ~~designated~~which ~~period~~prohibits the atCompany's ~~the~~fixed ~~SOFR~~charge ratio ~~corresponding~~from tobeing ~~such~~less ~~period~~than ~~(subject~~1.20 to ~~a 0~~1.~~25% floor)~~00, ~~in each case, plus a margin. Unused fees accrue based on the average daily amount of unused credit available on the revolving credit facility. Interest rate margins~~ and ~~unused fees are determined on~~ a ~~quarterly~~leverage ~~basis~~ratio ~~based~~covenant, ~~upon~~which prohibits the Company’'s ~~calculated~~ leverage ratio. ~~The~~of ~~Company’s~~outstanding ~~interest~~indebtedness ~~rate~~to ~~for~~consolidated ~~the~~EBITDA ~~revolving credit facility for fiscal year 2025 ranged~~ from 5exceeding 3.1%00 to 61.2%00. The Company's ~~interest rate for the revolving credit facility at March 29, 2025~~ was ~~5.2%. Interest~~in oncompliance ~~outstanding~~with ~~borrowings~~all ~~under~~financial ~~the~~covenants ~~2018~~and ~~Term~~requirements ~~Loan accrue~~during atfiscal ~~a fixed rate of 3.90%~~years ~~over the term of the loan.~~2026 and 2025.

~~Covenants~~Other Terms: The ~~Credit~~ ~~Agreement~~Company ~~has~~pledged ~~certain~~all ~~covenants~~of ~~with~~its ~~which~~U.S. ~~the~~tangible ~~Company~~and ~~must~~intangible ~~comply,~~personal ~~including a fixed charge ratio covenant~~property, ~~which prohibits~~ the ~~Company's~~equity ~~fixed~~interests ~~charge~~of ~~ratio from~~its ~~being less than 1~~U.~~15 to 1~~S.00-based subsidiaries, and a ~~leverage~~majority ~~ratio~~of ~~covenant, which prohibits~~ the ~~Company's~~common ~~leverage~~stock ~~ratio from~~of ~~exceeding~~Transcat ~~3.00~~Canada ~~to 1~~Inc.~~00.~~ ~~The~~and ~~Company~~Cal ~~was~~Op inEx ~~compliance~~Limited ~~with~~as ~~all~~collateral ~~loan~~security ~~covenants~~for ~~and~~the ~~requirements~~loans ~~during~~made ~~fiscal~~under ~~years~~the ~~2025~~Credit ~~and 2024~~Facility.

5965

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Other Terms: The Company has pledged all of its U.S. tangible and intangible personal property, the equity interests of its U.S.-based subsidiaries, and a majority of the common stock of Transcat Canada Inc. as collateral security for the loans made under the revolving credit facility.

NOTE 4 – INCOME TAXES

Transcat’s income before income taxes on the Consolidated Statements of Income is as follows (amounts in thousands):

FY 2025

FY 2024

FY 2023

FY 2026

FY 2025

FY 2024

United States

167,~~983~~760

1516,~~064~~983

915,~~879~~064

Foreign

~~1,343~~229

31,~~375~~343

3,~~608~~375

Total

187,~~326~~989

18,~~439~~326

1318,~~487~~439

The provision for income taxes for fiscal years ~~2025~~2026, ~~2024~~2025 and ~~2023~~2024 is as follows:

	FY 2025			FY 2024			FY 2023
	FY 2026			FY 2025			FY 2024
Current Tax Provision:
Federal	$	~~2,437~~690		$	42,~~099~~437		$	14,~~938~~099
State		~~971~~905			~~1,067~~971			~~652~~1,067
Foreign		~~383~~191			~~1,185~~383			~~395~~1,185
	$	31,~~791~~786		$	63,~~351~~791		$	26,~~985~~351
Deferred Tax (Benefit) Provision:
Federal	$	~~182~~1,179		$	~~(809~~182	)	$	(~~334~~809	)
State		(~~173~~88	)		(~~316~~173	)		(~~258~~316	)
Foreign		11(264	)		~~(434~~11	)		~~406~~(434	)
	$	20827		$	~~(1,559~~20	)	$	(~~186~~1,559	)
Provision for Income Taxes	$	32,~~811~~613		$	43,~~792~~811		$	24,~~799~~792

A reconciliation of the income tax provision computed by applying the statutory U.S. federal income tax rate and the income tax provision reflected in the Consolidated Statements of Income for fiscal year 2026 is as follows (amounts in thousands):

	FY 2025			Effective Tax Rate			FY 2024			FY 2023
	FY 2026			(Effective Tax Rate)
Federal Income Tax at Statutory Rate	$	31,~~848~~678			21.0	%	$	~~3,872~~		$	~~2,832~~
State Income Taxes, net of federal benefit		630			3.4	%		593			311
State Income Taxes, net of federal benefit^		646			8.1	%
Federal, State and Foreign Tax Credits		-			0.0	%		~~(87~~	)		~~(99~~	)
Foreign Rate Differential		110			0.6	%		41			43
Foreign tax effects:
Tax Impact of Equity Awards		(1,130	)		-6.1	%		(634	)		(416	)
Canada:
162(m) Limitation		276			1.5	%		805			-
Deferred tax basis adjustment		(232	)		(2.9)	%
Non-Deductible Acquisition Costs		-			0.0	%		71			6
Other		51			0.6	%
GILTI and 78 Gross Up		(30	)		-0.2	%		112			83
Other foreign jurisdictions		59			0.7	%
Other, net		107			0.6	%		19			39
Effect of cross-border tax laws:
Total	$	3,811			20.8	%	$	4,792		$	2,799
Other		(9	)		(0.1)	%
Nontaxable or nondeductible items:
Restricted Stock award shortfall (windfall)		153			1.9	%
162(m) Limitation		236			3.0	%
Other Adjustments, net		31			0.4	%
Total	$	2,613			32.7	%

^ The 60state and local jurisdictions that contribute the majority (greater than 50%) of the tax effect in this category are Massachusetts, Minnesota, California, New York, Pennsylvania and Puerto Rico.

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	March 29,			March 30,
	2025			2024
Deferred Tax Assets:
Accrued Liabilities	$	423		$	399
Lease Liabilities		5,707			3,623
Performance-Based Stock Award Grants		1,053			1,094
Inventory Reserves		61			68
Net Operating losses		337			-
Non-Qualified Deferred Compensation Plan		24			12
Post-Retirement Health Care Plans		262			303
Stock-Based Compensation		870			897
Capitalized Inventory Costs		183			185
Capitalized Acquisition Costs		361			97
Other		468			173
Total Deferred Tax Assets	$	9,749		$	6,851
Deferred Tax Liabilities:
Goodwill and Intangible Assets	$	(5,701	)	$	(5,945	)
Right of Use Assets		(5,635	)		(3,636	)
Depreciation		(7,667	)		(6,498	)
Other		(32	)		(63	)
Total Deferred Tax Liabilities	$	(19,035	)	$	(16,142	)
Net Deferred Tax Liabilities	$	(9,286	)	$	(9,291	)

The Company files income tax returns with the U.S. government and various states as well as foreign governments. Open fiscal years subject to U.S. Government federal examination are 2022 through 2024. Open fiscal years subject to state examination are 2021 through 2024. The Company also files in Canada and Ireland. Open fiscal years subject to examination for Canada are 2021 through 2024; open fiscal years subject to examination for Ireland are 2021 to 2024. There are no income tax years currently under examination by the Internal Revenue Service, states, Canadian and Irish tax authorities. The Company's foreign subsidiary undistributed earnings are considered to be permanently reinvested. At March 29, 2025, the Company had net operating loss (NOL) carryforwards of $1.2 million in the U.S. and $0.3 million in Ireland, which could be used to offset future taxable income and reduce income tax expense. These NOL carryforwards will not expire.

	FY 2025			FY 2024
Federal Income Tax at Statutory Rate	$	3,848		$	3,872
State Income Taxes, net of federal benefit		630			593
Federal, State and Foreign Tax Credits		-			(87	)
Foreign Rate Differential		110			41
Tax Impact of Equity Awards		(1,130	)		(634	)
162(m) Limitation		276			805
Non-Deductible Acquisition Costs		-			71
GILTI and 78 Gross Up		(30	)		112
Other, net		107			19
Total	$	3,811		$	4,792

The Company’s policy regarding interest and/or penalties related to income tax matters is to recognize such items as a component of the income tax provision. The Company recognized no interest expense or penalties associated with uncertain tax benefits accrued for fiscal years 2025, 2024 and 2023. In accordance with applicable accounting guidance, the amount of unrecognized tax liability from uncertain positions was $0 at year-end fiscal years 2025, 2024 and 2023.

	*March 28,*			*March 29,*
	*2026*			*2025*
Deferred Tax Assets:
Accrued Liabilities	$	539		$	423
Lease Liabilities		7,780			5,707
Performance-Based Stock Award Grants		1,709			1,053
Net Operating losses		414			337
Inventory Reserves		57			61
Non-Qualified Deferred Compensation Plan		-			24
Post Retirement Health Care Plans		253			262
Stock-Based Compensation		1,251			870
Capitalized Inventory Costs		279			183
Other		904			829
Total Deferred Tax Assets	$	13,186		$	9,749

Deferred Tax Liabilities:
Goodwill and Intangible Assets	$	(5,830	)	$	(5,701	)
Right of Use Assets		(7,512	)		(5,635	)
Depreciation		(10,011	)		(7,667	)
Other		-			(32	)
Total Deferred Tax Liabilities	$	(23,353	)	$	(19,035	)

Net Deferred Tax Liabilities	$	(10,167	)	$	(9,286	)

~~The~~ ~~Company~~ 67 assesses its deferred tax assets annually for expected utilization. If deemed necessary, valuation allowances are established to reduce the deferred tax assets to their net realizable value to the extent it is more likely than not that some portion or all of the deferred tax assets will not be realized based on the character of the carryforward item, the associated taxing jurisdiction, the relevant history for the particular item, the applicable expiration dates, and identified actions under the control of the Company in realizing such assets. The Company assesses the available positive and negative evidence surrounding the recoverability of the deferred tax assets and applies its judgment in estimating the amount of valuation allowance necessary. The Company has determined that a valuation allowance of $0 is appropriate for fiscal years 2025, 2024 and 2023.

NOTE 5 – EMPLOYEE BENEFIT PLANS

Defined Contribution Plan. All of Transcat’s U.S. based employees are eligible to participate in a defined contribution plan, the Long-Term Savings and Deferred Profit Sharing Plan (the “Plan”), provided they meet certain qualifications. In fiscal years 2025, 2024 and 2023, the Company matched 50% of the first 6% of pay that eligible employees contribute to the Plan.

Table of Contents

InIncome ~~the~~taxes ~~long-term~~paid ~~savings~~(net ~~portion~~ of ~~the~~refunds) ~~Plan~~for (the ~~“401K~~year ~~Plan”)~~ended March 28, ~~plan~~2026, ~~participants~~ are ~~entitled~~disaggregated toby ajurisdiction ~~distribution~~as offollows ~~their vested account balance upon termination of employment or retirement. Plan participants are fully vested~~ (in their contributions while Company contributions are fully vested after three years of service. The Company’s matching contributions to the 401K Plan were approximately $1.8 million, $1.5 million and $1.2 million in fiscal years 2025, 2024 and 2023, respectively.thousands):

In the deferred profit sharing portion of the Plan, Company contributions are made at the discretion of the Company’s Board of Directors. The Company made no profit sharing contributions in fiscal years 2025, 2024 and 2023.

	*March 28,*
	*2026*
U.S. Federal	$	1,284
State:
Minnesota		193
California		57
New York		41
Wisconsin		41
Other		314
Canada		287
Other Foreign		-
Total Income Taxes Paid	$	2,217

~~Employee~~The ~~Stock~~Company ~~Purchase~~files ~~Plan~~income tax returns with the U.S. ~~The~~government ~~Company~~and ~~has~~various anstates ~~Employee~~as ~~Stock~~well ~~Purchase~~as ~~Plan~~foreign ~~(the~~governments. ~~“ESPP”)~~Open ~~that~~fiscal ~~allows~~years ~~for~~subject ~~eligible~~to ~~employees~~U.S. asGovernment ~~defined~~federal inexamination ~~the~~are ~~ESPP~~2023 through 2025. Open fiscal years subject to ~~purchase~~state ~~common~~examination ~~shares~~are of2021 through ~~the~~2025. The Company ~~through~~also ~~payroll~~files ~~deductions~~in atCanada aand ~~price~~Ireland. Open ~~that~~fiscal isyears ~~85%~~subject ofto ~~the~~examination ~~closing~~for ~~market~~Canada ~~price~~are on2022 through ~~the~~2025; ~~second~~open ~~last~~fiscal ~~business~~years ~~day~~subject ofto ~~each~~examination ~~calendar~~for ~~month~~Ireland ~~(the~~are ~~“Investment~~2022 to ~~Date”)~~2025. ~~650,000~~ ~~shares~~There ~~can~~are beno ~~purchased~~income ~~under~~tax ~~the~~years ~~ESPP.~~currently ~~The~~under ~~difference~~examination ~~between~~by the ~~closing~~Internal ~~market~~Revenue ~~price~~Service, onstates, ~~the~~Canadian ~~Investment~~and ~~Date~~Irish ~~and~~tax ~~the~~authorities. ~~price~~The ~~paid~~Company's byforeign ~~employees~~subsidiary isundistributed ~~recorded~~earnings asare aconsidered ~~general~~to ~~and~~be ~~administrative~~permanently ~~expense~~reinvested. At March in28, 2026, the ~~accompanying~~Company ~~Consolidated~~had ~~Statements~~net ofoperating ~~Income.~~loss ~~The~~(NOL) ~~expense~~carryforwards ~~related~~of to$1.3 million in the ~~ESPP~~U.S. ~~was~~and ~~less than~~ $0.1 7 million in ~~each~~Ireland, ofwhich ~~fiscal~~could ~~years~~be ~~2025,~~used ~~2024~~ to offset future taxable income and reduce income tax expense. These NOL carryforwards do ~~2023~~not expire.

~~Non-Qualified Deferred Compensation Plan.~~ The Company’s ~~has~~policy ~~available~~regarding ainterest ~~non-qualified deferred compensation plan (the “NQDC Plan”) for directors~~ and/or ~~officers.~~penalties ~~Participants~~related ~~are fully vested in their contributions. At its discretion, the Company may elect~~ to ~~match~~income ~~employee~~tax ~~contributions,~~matters ~~subject~~is to ~~legal~~recognize ~~limitations~~such initems ~~conjunction~~as ~~with~~a ~~the~~component ~~401K Plan, which fully vest after three years~~ of ~~service. During fiscal years 2025, 2024 and 2023,~~ the ~~Company~~income ~~did~~tax ~~not match any employee contributions~~provision. ~~Participant~~The ~~accounts~~Company ~~are~~recognized ~~adjusted~~no tointerest ~~reflect~~expense ~~performance, whether positive~~ or ~~negative,~~penalties ofassociated ~~selected~~with ~~investment~~uncertain ~~options~~tax ~~chosen~~benefits byaccrued ~~each~~for ~~participant~~fiscal ~~during~~years ~~the~~2026, ~~deferral~~2025 and ~~period~~2024. In ~~the~~accordance ~~event~~with ofapplicable ~~bankruptcy~~accounting guidance, the ~~assets~~amount of ~~the~~unrecognized ~~NQDC~~tax ~~Plan are available to satisfy the claims of the Company’s general creditors. The~~ liability ~~for~~from ~~compensation~~uncertain ~~deferred~~positions ~~under the NQDC Plan~~ was $0~~.1 million~~ asat ofyear-end ~~both March~~for 29fiscal years 2026, 2025 and ~~March~~ ~~30,~~ 2024~~, and is included as a component of other liabilities (non-current) on the Consolidated Balance Sheets~~.

~~Post-retirement~~The ~~Health~~Company ~~Care~~assesses ~~Plans~~its deferred tax assets annually for expected utilization. ~~The~~If ~~Company~~deemed ~~has~~necessary, avaluation ~~defined~~allowances ~~benefit~~are ~~post-retirement~~established ~~health~~to ~~care~~reduce ~~plan~~the ~~which~~deferred ~~provides~~tax ~~long-term~~assets ~~care~~to ~~insurance~~their ~~benefits~~net realizable value to the extent it is more likely than not that some portion or all of the deferred tax assets will not be realized based on the character of the carryforward item, ~~medical~~the associated taxing jurisdiction, the relevant history for the particular item, the applicable expiration dates, and ~~dental~~identified ~~insurance~~actions ~~benefits~~under the control of the Company in realizing such assets. The Company assesses the available positive and ~~medical~~negative ~~premium~~evidence ~~reimbursement~~surrounding ~~benefits~~the torecoverability ~~eligible~~of ~~retired~~the ~~corporate~~deferred ~~officers~~tax assets and ~~their~~applies ~~eligible~~its ~~spouses~~judgment (in estimating the ~~“Officer~~amount ~~Plan”)~~of valuation allowance necessary. The Company has determined that a valuation allowance of $0 is appropriate for fiscal years 2026, 2025 and 2024.

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted into law. The ~~change~~legislation includes several changes to U.S. federal income tax law that generally allow for more favorable deductibility of certain business expenses beginning in calendar year 2025, including the ~~post~~restoration of immediate expensing for domestic research and development expenditures and the reinstatement of 100% bonus depreciation for qualified property. The OBBBA also includes certain modifications to the U.S. taxation of foreign activity, including changes to rules governing foreign tax credits, Global Intangible Low-~~retirement~~Taxed ~~benefit~~Income ~~obligation~~(“GILTI”), isForeign-Derived asIntangible ~~follows~~Income (~~amounts~~“FDII”), inand ~~thousands~~the Base Erosion and Anti-Abuse Tax (“BEAT”):, among other changes. Most of these modifications to the U.S. taxation of foreign activity are generally effective for tax years beginning after December 31, 2025. Certain benefits from the OBBBA, such as utilizing the restored 100% bonus depreciation rules for assets acquired after January 19, 2025, were included in the provision for income taxes for fiscal year 2026. The impacts of the benefits of the OBBBA were not material to the provision for income taxes for fiscal year 2026.

	FY 2025			FY 2024			FY 2023
Post-retirement benefit obligation, at beginning of fiscal year	$	1,134		$	1,266		$	1,326
Service cost		13			14			17
Interest cost		56			60			45
Plan Amendments		-			-			193
Benefits paid		(102	)		(121	)		(136	)
Actuarial (gain)		(89	)		(85	)		(179	)
Post-retirement benefit obligation, at end of fiscal year		1,012			1,134			1,266
Fair value of plan assets, at end of fiscal year		-			-			-
Funded status, at end of fiscal year	$	(1,012	)	$	(1,134	)	$	(1,266	)
Accumulated post-retirement benefit obligation, at end of fiscal year	$	1,012		$	1,134		$	1,266

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~~The~~NOTE ~~accumulated~~5 ~~post-retirement~~– ~~benefit~~EMPLOYEE ~~obligation~~BENEFIT is included as a component of other liabilities (non-current) in the Consolidated Balance Sheets. The components of net periodic post-retirement benefit cost and other amounts recognized in other comprehensive income are as follows (amounts in thousands):PLANS

	FY 2025			FY 2024			FY 2023
Net periodic post-retirement benefit cost:
Service cost	$	13		$	14		$	17
Interest cost		56			60			45
Amortization of prior service cost		10			15			1
		79			89			63
Benefit obligations recognized in other comprehensive income (loss):
Amortization of prior service cost		(10	)		(15	)		(1	)
Prior service cost		-			-			193
Net actuarial gain		(89	)		(85	)		(185	)
		(99	)		(100	)		7
Total recognized in net periodic benefit cost and other comprehensive income (loss)	$	(20	)	$	(11	)	$	70
Amount recognized in accumulated other comprehensive income (loss), at end of fiscal year:
Unrecognized prior service cost	$	(36	)	$	63		$	163

Defined Contribution Plan. All of Transcat’s U.S. based employees are eligible to participate in a defined contribution plan, the Long-Term Savings and Deferred Profit Sharing Plan (the “Plan”), provided they meet certain qualifications. In fiscal years 2026, 2025 and 2024, the Company matched 50% of the first 6% of pay that eligible employees contribute to the Plan.

~~The~~In ~~prior~~the ~~service~~long-term ~~cost~~savings is

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