Form 8-K

8-K — TRANSCAT INC

Accession: 0001437749-26-018375

Filed: 2026-05-26

Period: 2026-05-26

CIK: 0000099302

SIC: 3825 (INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — trns20260209_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_918631.htm)

EX-99.2 — EXHIBIT 99.2 (ex_918632.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: trns20260209_8k.htm · Sequence: 1

trns20260209_8k.htm

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0000099302

2026-05-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

May 26, 2026

Transcat, Inc.

(Exact name of registrant as specified in its charter)

Ohio

000-03905

16-0874418

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

35 Vantage Point Drive, Rochester, New York

14624

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code

(585) 352-7777

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.50 par value

TRNS

Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02

Results of Operations and Financial Condition.

On May 26, 2026, Transcat, Inc. (the “Company”) issued a press release announcing its financial results for its fiscal fourth quarter and year ended March 28, 2026. The press release is attached to this Form 8-K as Exhibit 99.1.

In addition, on May 26, 2026, the Company posted slides to the Investor Relations section of its website that will accompany the Company’s earnings conference call and webcast at 4:30 p.m. Eastern Time today. The slides are attached to this Form 8-K as Exhibit 99.2.

The information furnished pursuant to this Item 2.02, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under such section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Transcat, Inc. Press Release dated May 26, 2026

99.2

Slides for the May 26, 2026 Earnings Conference Call and Webcast

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TRANSCAT, INC.

Dated: May 26, 2026

By:

/s/ Thomas L. Barbato

Thomas L. Barbato

Senior Vice President of Finance and Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_918631.htm · Sequence: 2

ex_918631.htm

Exhibit 99.1

NEWS

RELEASE

Transcat, Inc. 35 Vantage Point Drive • Rochester • NY • 14624 • Phone: (585) 352-7777

IMMEDIATE RELEASE

Transcat Reports Strong Fiscal Fourth Quarter 2026 Financial Results with Continued

High Single-Digit Service Organic Revenue* Growth

●

Q4’26 Service Revenue Increased 18% to $61.6 Million

●

Q4’26 Distribution Revenue Grew 11% to $27.8 Million on Increased Demand for Rentals

●

Q4’26 Gross Margins Expanded 50 Basis Points to 34.1%

●

Fiscal 2026 Full Year Revenue Increased 19% to $331.9 Million

●

Company Guides to High Single-Digit Service Organic Revenue Growth for Fiscal 2027

●

Management to Host Conference Call Today at 4:30 p.m. Eastern Time

ROCHESTER, NY, May 26, 2026 – Transcat, Inc. (Nasdaq: TRNS) (“Transcat” or the “Company”), a leader in test measurement, control and calibration, has reported financial and operational results for its fiscal fourth quarter and year ended March 28, 2026 (“fiscal 2026”).

Management Commentary

“Transcat achieved robust results across both business segments in the fiscal fourth quarter, with service organic revenue* climbing 7%," said Jaime Irick, President and CEO. "Distribution revenue surged 11% during the quarter, accompanied by a 280 basis point expansion in gross margin compared to the prior year, fueled by our ongoing strategic shift toward higher-margin rental offerings. The combined strength of our team's operational execution and strong revenue momentum drove a 16% increase in adjusted EBITDA*. Service revenue grew 18% in the quarter, the sixty-eighth consecutive quarter of service revenue growth. Given our strong organic growth and strategic acquisitions of top regional players we believe Transcat gained market share in the calibration services market during fiscal 2026. Service gross margins improved sequentially in the fiscal fourth quarter by 670 bps, as expected.

Looking ahead, we remain optimistic about the trajectory of our service segment, underpinned by strong customer retention, rising activity levels, and the conversion of new business wins into revenue. We expect service organic revenue growth to continue in the high single-digits in Fiscal 2027, assuming the broader economic environment remains stable. Strategic M&A is a key pillar of our overall growth strategy and the recent acquisition of SCM Metrology and Laboratories reinforces our belief that we continue to be the acquirer of choice in the calibration services market. SCM establishes Transcat’s first operational presence in Latin America and advances the Company’s strategy to grow alongside our existing customers in high-growth, highly regulated markets.

I am incredibly impressed with everyone on the Transcat leadership and governance teams, our dedicated employees across all regions, and our world-class customer and partner base. Our core values prioritize uncompromising integrity, relentless customer focus, and technical excellence to ensure safety and quality in the highly regulated industries we serve. I am extremely excited to be part of this exceptional team, and we will continue to execute and accelerate our proven and successful core strategy: high single-digit service organic revenue growth, service gross margin expansion, strategic M&A, and strong rentals growth. We are confident that our compelling value proposition, combined with recent additions of premier calibration service companies that broaden our geographic reach, positions Transcat to deliver continued sustainable, long-term shareholder value," concluded Mr. Irick.

* See Note 1 on page 6 for a description of the non-GAAP financial measures and pages 12-17 for the reconciliation tables.

Transcat Reports Fiscal Fourth Quarter and Full Year 2026 Financial Results

May 26, 2026

Page 2 of 17

Fourth Quarter Fiscal 2026 Review

(Results are compared with the fourth quarter of the fiscal year ended March 29, 2025 ("fiscal 2025"))

($ in thousands)

Change

FY26 Q4

FY25 Q4

Service Revenue

61,570

52,010

9,560

18.4

Distribution Revenue

27,755

25,124

2,631

10.5

Revenue

89,325

77,134

12,191

15.8

Gross Profit

30,468

25,913

4,555

17.6

Gross Margin

34.1

33.6

Operating Income

4,332

6,940

(2,608

)

(37.6

Operating Margin

4.8

9.0

Net Income

1,947

4,464

(2,517

)

(56.4

Net Margin

2.2

5.8

Adjusted Net Income*

5,237

5,939

(702

)

(11.8

Adjusted Net Margin*

5.9

7.7

Adjusted EBITDA*

14,788

12,745

2,043

16.0

Adjusted EBITDA* Margin

16.6

16.5

Diluted EPS

0.21

0.48

(0.27

)

(56.3

Adjusted Diluted EPS*

0.56

0.64

(0.08

)

(12.5

*See Note 1 on page 6 for a description of these non-GAAP financial measures and pages 12-17 for the reconciliation tables.

Consolidated revenue was $89.3 million, an increase of 15.8%, compared to the prior year quarter primarily due to organic service revenue* growth and revenue related to acquisitions. Consolidated gross profit was $30.5 million, an increase of $4.6 million, or 17.6%, and gross margin increased by 50 basis points compared to the prior year quarter, primarily due to sales mix.

Operating expenses were $26.1 million, an increase of $7.2 million, or 37.8%, driven by incremental expenses from acquired businesses, including increased intangibles amortization expense, increased stock-based compensation expense, executive transition costs, and focused marketing spend.

Net income was $1.9 million, a decrease of $2.5 million compared to the prior year quarter net income of $4.5 million. Adjusted EBITDA* was $14.8 million, which represented an increase of $2.0 million or 16.0%. Net income per diluted share of $0.21 was down from $0.48 last year and adjusted diluted earnings per share* was down $0.08 at $0.56 versus $0.64 last year.

Transcat Reports Fiscal Fourth Quarter and Full Year 2026 Financial Results

May 26, 2026

Page 3 of 17

Service Segment Fiscal 2026 Fourth Quarter Results

Represents the accredited calibration, repair, inspection and laboratory instrument services business (68.9% of total revenue for the fourth quarter of fiscal 2026).

($ in thousand)

Change

FY26 Q4

FY25 Q4

Service Segment Revenue

61,570

52,010

9,560

18.4

Gross Profit

21,860

18,828

3,032

16.1

Gross Margin

35.5

36.2

Operating Income

3,508

5,976

(2,468

)

(41.3

Operating Margin

5.7

11.5

Adjusted Operating Income*

11,202

10,318

884

8.6

Adjusted Operating Margin*

18.2

19.8

*See Note 1 on page 6 for a description of this non-GAAP financial measure and pages 12-17 for the reconciliation tables.

Transcat Reports Fiscal Fourth Quarter and Full Year 2026 Financial Results

May 26, 2026

Page 4 of 17

Service segment revenue was $61.6 million, an increase of $9.6 million or 18.4% and included $5.8 million of incremental revenue from acquisitions. Service organic revenue increased 7% compared to the prior year quarter. The segment gross margin decreased 70 basis points from the prior year, primarily due to costs associated with new customer wins.

Distribution Segment Fiscal 2026 Fourth Quarter Results

Represents the sale and rental of new and used professional grade handheld test, measurement and control instrumentation (31.1% of total revenue for the fourth quarter of fiscal 2026).

($ in thousands)

Change

FY26 Q4

FY25 Q4

Distribution Segment Revenue

27,755

25,124

2,631

10.5

Gross Profit

8,608

7,085

1,523

21.5

Gross Margin

31.0

28.2

Operating Income

824

964

(140

)

(14.5

Operating Margin

3.0

3.8

Adjusted Operating Income*

3,709

2,618

1,091

41.7

Adjusted Operating Margin*

13.4

10.4

*See Note 1 on page 6 for a description of this non-GAAP financial measure and pages 12-17 for the reconciliation tables.

Distribution segment revenue was $27.8 million, an increase of 10.5% on improved rental sales. Distribution segment gross margin was 31.0%, an increase of 280 basis points, driven by a favorable sales mix.

Full-Year Fiscal 2026 Review

(Results are compared with full-year fiscal 2025)

($ in thousands)

Change

FY 2026

FY 2025

Service Revenue

217,209

181,428

35,781

19.7

Distribution Revenue

114,668

96,993

17,675

18.2

Revenue

331,877

278,421

53,456

19.2

Gross Profit

108,304

89,453

18,851

21.1

Gross Margin

32.6

32.1

Operating Income

13,263

17,874

(4,611

)

(25.8

Operating Margin

4.0

6.4

Net Income

5,376

14,515

(9,139

)

(63.0

Net Margin

1.6

5.2

Adjusted Net Income*

17,297

21,159

(3,862

)

(18.2

Adjusted Net Margin*

5.2

7.6

Adjusted EBITDA*

48,739

39,732

9,007

22.7

Adjusted EBITDA* Margin

14.7

14.3

Diluted EPS

0.57

1.57

(1.00

)

(63.7

Adjusted Diluted EPS*

1.84

2.29

(0.45

)

(19.7

*See Note 1 on page 6 for a description of these non-GAAP financial measures and pages 12-17 for the reconciliation tables.

Transcat Reports Fiscal Fourth Quarter and Full Year 2026 Financial Results

May 26, 2026

Page 5 of 17

Total revenue was $331.9 million, an increase of $53.5 million or 19.2%. Consolidated gross profit was $108.3 million, up $18.9 million, or 21.1%, and gross margin was 32.6%, an increase of 50 basis points.

Consolidated operating expenses were $95.0 million, an increase of $23.5 million, or 32.8%, driven by incremental expenses from acquired businesses, including increased intangibles amortization expense, increased stock-based compensation expense, executive transition costs, and higher sales-based incentives. As a result, consolidated operating income was $13.3 million compared with $17.9 million in the prior fiscal year, a decrease of 25.8%.

Net income was $5.4 million, a decrease of $9.1 million compared to the prior year net income of $14.5 million. Adjusted EBITDA* was $48.7 million which represented an increase of $9.0 million or 22.7%. Net income per diluted share decreased to $0.57 from $1.57 and adjusted diluted earnings per share was $1.84 versus $2.29 last year.

Balance Sheet and Cash Flow Overview

On March 28, 2026, the Company had $4.9 million in cash and cash equivalents and $50.1 million available for borrowing, subject to covenant restrictions, under its secured revolving credit facility. Net cash provided by operations for the year ended March 2026 and March 2025 was $34.9 million and $39.0 million, respectively. Operating free cash flow* for the year ended March 2026 and March 2025 was $19.6 million and $25.8 million, respectively.

Total debt as of March 28, 2026 was $99.9 million versus $32.7 million on March 29, 2025, and net debt* was $94.9 million as of March 28, 2026 versus $31.2 million at the end of the prior fiscal year. The Company’s leverage ratio, as defined in the credit agreement, was 2.03 on March 28, 2026, compared with 0.78 on March 29, 2025.

Tom Barbato, Transcat’s Chief Financial Officer, added, “Fourth quarter adjusted EBITDA* grew 16%, as both segments delivered double-digit revenue growth. We are excited about the recent acquisition of SCM in Costa Rica because it strengthens Transcat’s support for our multinational customer base by adding a broader local service footprint, and we expect it to drive future organic service revenue growth. We remain well-positioned to pursue growth through both organic initiatives and strategic M&A.”

Fiscal Fourth Quarter and Full Year 2026 Results Webcast and Conference Call

Transcat will host a conference call and webcast on Tuesday, May 26, 2026, at 4:30 p.m. ET. Management will review the financial and operating results for the fourth quarter and full fiscal year, as well as the Company’s strategy and outlook. A question-and-answer session will follow the formal discussion. The review will be accompanied by a slide presentation, which will be available at www.transcat.com/investor-relations. The conference call can be accessed by calling (800) 245-3047. Alternatively, the webcast can be monitored at www.transcat.com/investor-relations.

Tuesday, May 26, 2026

4:30 p.m. Eastern Time

Dial-in – Toll-Free US / Canada: 1-800-245-3047

Dial-in – Toll / International: 1-203-518-9765

Conference ID: TRANSCAT (THIS CONFERENCE ID WILL BE REQUIRED FOR ENTRY)

Webcast and accompanying slide presentation: https://viavid.webcasts.com/starthere.jsp?ei=1758089&tp_key=b56742249d

A telephonic replay will be available from 8:30 p.m. ET on the day of the conference call through Tuesday, June 9, 2026. To listen to the archived call, dial 1-844-512-2921 from the US or Canada, or 1-412-317-6671 from international locations and enter conference ID number 11161413 or access the webcast replay at https://www.transcat.com/investor-relations, where a transcript will be posted once available.

*See Note 1 on page 6 for a description of these non-GAAP financial measures and pages 12-17 for the reconciliation tables.

Transcat Reports Fiscal Fourth Quarter and Full Year 2026 Financial Results

May 26, 2026

Page 6 of 17

NOTE 1 – Non-GAAP Financial Measures

In addition to reporting service revenue, a U.S. generally accepted accounting principle ("GAAP") measure, we present service organic revenue (current period service revenue less freight billed to customer less acquired revenue less prior period service 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.

In addition to reporting net income and net margin, 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) and Adjusted net margin (Adjusted Net Income* divided by revenue), which are non-GAAP measures. The Company’s management believes Adjusted net income* and Adjusted net margin are important measures of operating performance because the measures 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. As such, the Company uses Adjusted Net Income* and Adjusted net margin as measures of performance when evaluating its business segments and as a basis for planning and forecasting.

In addition to reporting net income and net margin, GAAP measures, we present Adjusted EBITDA (earnings before interest, income taxes, depreciation and amortization, non-cash stock compensation expense, executive transition costs, and acquisition related transaction expenses) and Adjusted EBITDA margin (Adjusted EBITDA divided by revenue), which are non-GAAP measures. The Company’s management believes Adjusted EBITDA and Adjusted EBITDA margin are important measures of operating performance because the measures allow management, investors and others to evaluate and compare the performance of its 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, executive transition costs, gain on sale of assets and other items, which is not always commensurate with the reporting period in which it is included. As such, the Company uses Adjusted EBITDA and Adjusted EBITDA margin as measures of performance and as a basis for planning and forecasting.

In addition to reporting operating income, a GAAP measure, we present Adjusted Operating Income (operating income plus depreciation and amortization, non-cash stock compensation expense, acquisition related transaction expenses, executive transition costs, and contingent consideration adjustments) and Adjusted Operating Income Margin (Adjusted Operating Income divided by revenue), which are non-GAAP measures. The Company’s management believes Adjusted Operating Income and Margin are important measures of operating performance because they allow management, investors and others to evaluate and compare the performance of its core operations from period to period by excluding items that we do not believe are indicative of our core operating performance. As such, the Company uses Adjusted Operating Income and Margin as measures of performance when evaluating its business segments.

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, executive transition costs, and acquisition amortization of backlog, as applicable; 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.

In addition to reporting cash from operations, a GAAP measure, we present Operating Free Cash Flow (cash from operations 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 be used for, among other things, strategic acquisitions, investments in the business and funding ongoing operations. As such, the Company uses Operating Free Cash Flow as a measure of performance when evaluating its business.

Transcat Reports Fiscal Fourth Quarter and Full Year 2026 Financial Results

May 26, 2026

Page 7 of 17

In addition to reporting debt, a GAAP measure, we present Net Debt (debt less cash and cash equivalents), which is a non-GAAP measure. We believe Net Debt is an important measure of financial leverage.

Service Organic Revenue, Adjusted Net Income, Adjusted net income margin, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Operating Income, Adjusted Diluted Earnings Per Share, Operating Free Cash Flow and Net Debt are not measures of financial performance under GAAP and are not calculated through the application of GAAP. As such, the measures should not be considered as a substitute or alternative for the GAAP measures of Service Revenue, Net Income, Operating Income, Diluted Earnings Per Share, Net Cash provided by Operations and Debt and, therefore, should not be used in isolation of, but in conjunction with, the related GAAP measures. Service Organic Revenue, Adjusted Net Income, Adjusted net margin, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Operating Income, Adjusted Diluted Earnings Per Share, Operating Free Cash Flow and Net Debt as presented, may produce results that vary from the related GAAP measure and may not be comparable to similarly defined non-GAAP measures used by other companies. See pages 12-17 for the reconciliation tables.

ABOUT TRANSCAT

Transcat, Inc. is a leading provider of accredited calibration, reliability, maintenance optimization, quality and compliance, validation, Computerized Maintenance Management System (CMMS), and pipette services. The Company is focused on providing best-in-class services and products to highly regulated industries, particularly the life sciences industry, which includes pharmaceutical, biotechnology, medical device, and other FDA-regulated businesses, as well as aerospace and defense, and energy and utilities. Transcat provides periodic on-site services, mobile calibration services, pickup and delivery, in-house services at its Calibration Service Centers strategically located across the United States and Internationally. In addition, Transcat operates calibration labs in imbedded customer-site locations. The breadth and depth of measurement parameters addressed by Transcat’s ISO/IEC 17025 scopes of accreditation are believed to be the best in the industry.

Transcat also operates as a leading value-added distributor that markets, sells and rents new and used national and proprietary brand instruments to customers primarily in North America. The Company believes its combined Service and Distribution segment offerings, experience, technical expertise, and integrity create a unique and compelling value proposition for its customers.

Transcat’s strategy is to leverage its strong brand and unique value proposition that includes its comprehensive instrument service capabilities, Cost, Control and Optimizations services, and leading distribution platform to drive organic sales growth. The Company will also look to expand its addressable calibration market through acquisitions and capability investments to further realize the inherent leverage of its business model. More information about Transcat can be found at Transcat.com.

Transcat Reports Fiscal Fourth Quarter and Full Year 2026 Financial Results

May 26, 2026

Page 8 of 17

Safe Harbor Statement

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact and thus are subject to risks, uncertainties and assumptions. Forward-looking statements relate to expectations, estimates, beliefs, assumptions and predictions of future events and are identified by words such as “anticipates,” “assuming,” “believes,” “can,” “continues,” “estimates,” “expects,” “focus,” “guides,” “looking ahead,” “may,” “plan,” “opportunity,” “outlook,” “potential,” “strategy,” “will,” and other similar words. All statements addressing operating performance, events or developments that Transcat expects or anticipates will occur in the future, including but not limited to statements relating to anticipated revenue, profit margins, sales operations, capital expenditures, cash flows, operating income, growth strategy, segment growth, potential acquisitions, integration of acquired businesses, market position, customer preferences, outlook and changes in market conditions in the industries in which Transcat operates are forward-looking statements. Forward-looking statements should be evaluated in light of important risk factors and uncertainties. These risk factors and uncertainties include those more fully described in Transcat’s Annual Report and Quarterly Reports filed with the Securities and Exchange Commission, including under the heading entitled “Risk Factors.” Should one or more of these risks or uncertainties materialize or should any of the Company’s underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. In addition, undue reliance should not be placed on the Company’s forward-looking statements, which speak only as of the date they are made. Except as required by law, the Company disclaims any obligation to update, correct or publicly announce any revisions to any of the forward-looking statements contained in this news release, whether as the result of new information, future events or otherwise.

Investor Relations

Chris Tyson

Executive Vice President

MZ Group - MZ North America

Phone: (949) 491-8235

TRNS@mzgroup.us

www.mzgroup.us

FINANCIAL TABLES FOLLOW.

Transcat Reports Fiscal Fourth Quarter and Full Year 2026 Financial Results

May 26, 2026

Page 9 of 17

TRANSCAT, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Amounts in Thousands, Except Per Share Amounts)

(Unaudited)

Fourth Quarter Ended

Fiscal Year Ended

March 28,

March 29,

March 28,

March 29,

2026

2025

2026

2025

Service Revenue

61,570

52,010

217,209

181,428

Distribution Sales

27,755

25,124

114,668

96,993

Total Revenue

89,325

77,134

331,877

278,421

Cost of Service Revenue

39,710

33,182

146,677

120,769

Cost of Distribution Sales

19,147

18,039

76,896

68,199

Total Cost of Revenue

58,857

51,221

223,573

188,968

Gross Profit

30,468

25,913

108,304

89,453

Selling, Marketing and Warehouse Expenses

11,223

9,240

42,765

33,341

General and Administrative Expenses

14,913

9,733

52,276

38,238

Total Operating Expenses

26,136

18,973

95,041

71,579

Operating Income

4,332

6,940

13,263

17,874

Interest and Other Expense (Income), net

1,498

684

5,274

(452

)

Income Before Income Taxes

2,834

6,256

7,989

18,326

Provision for Income Taxes

887

1,792

2,613

3,811

Net Income

1,947

4,464

5,376

14,515

Basic Earnings Per Share

0.21

0.48

0.58

1.58

Average Shares Outstanding

9,345

9,230

9,334

9,185

Diluted Earnings Per Share

0.21

0.48

0.57

1.57

Average Shares Outstanding

9,398

9,287

9,380

9,254

Transcat Reports Fiscal Fourth Quarter and Full Year 2026 Financial Results

May 26, 2026

Page 10 of 17

TRANSCAT, INC.

CONSOLIDATED BALANCE SHEETS

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

March 28,

March 29,

2026

2025

ASSETS

Current Assets:

Cash and Cash Equivalents

4,942

1,517

Accounts Receivable, less allowance for credit losses of $851 and $659

65,170

55,941

Other Receivables

672

373

Inventory

13,705

14,483

Prepaid Expenses and Other Current Assets

7,973

5,695

Total Current Assets

92,462

78,009

Property and Equipment, net

57,801

50,024

Goodwill

218,185

176,928

Intangible Assets, net

77,706

54,777

Right to Use Assets, net

32,365

24,345

Other Assets

1,968

1,159

Total Assets

480,487

385,242

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:

Accounts Payable

17,931

16,755

Accrued Compensation and Other Current Liabilities

21,697

15,466

Current Portion of Long-Term Debt

1,816

Total Current Liabilities

39,628

34,037

Long-Term Debt

99,885

30,892

Deferred Tax Liabilities, net

10,167

9,286

Lease Liabilities

29,000

21,395

Other Liabilities

1,188

2,752

Total Liabilities

179,868

98,362

Commitments and Contingencies (Note 8)

Shareholders' Equity:

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

199,115

191,167

Accumulated Other Comprehensive Loss

(923

)

(1,469

)

Retained Earnings

97,757

92,524

Total Shareholders' Equity

300,619

286,880

Total Liabilities and Shareholders' Equity

480,487

385,242

Transcat Reports Fiscal Fourth Quarter and Full Year 2026 Financial Results

May 26, 2026

Page 11 of 17

TRANSCAT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in Thousands)

(Unaudited)

Fiscal Year Ended

March 28,

March 29,

2026

2025

Cash Flows from Operating Activities:

Net Income

5,376

14,515

Adjustments to Reconcile Net Income to Net Cash

Provided by Operating Activities:

Net (Gain) Loss on Disposal of Property and Equipment

232

(31

)

Noncash Lease Expense

6,021

3,447

Deferred Income Taxes

827

)

Depreciation and Amortization

26,172

18,567

Gain on Sale of Assets

(855

)

Amortization of Deferred Financing Costs

104

Provision for Accounts Receivable and Inventory Reserves

471

336

Stock-Based Compensation Expense

7,549

3,248

Changes in Assets and Liabilities, net of acquisitions:

Accounts Receivable and Other Receivables

(6,578

)

(1,292

)

Inventory

839

4,393

Prepaid Expenses and Other Current Assets

(2,209

)

(992

)

Accounts Payable

965

4,940

Accrued Compensation and Other Current Liabilities

924

(1,118

)

Lease Liabilities

(5,842

)

(3,243

)

Income Taxes Payable

(2,925

)

Net Cash Provided by Operating Activities

34,850

38,985

Cash Flows from Investing Activities:

Purchase of Property and Equipment

(15,298

)

(13,197

)

Business Acquisitions, net of cash acquired

(82,525

)

(87,436

)

Proceeds from Sale of Assets

1,100

Sales/(Purchases) of Marketable Securities

15,533

Net Cash Used in Investing Activities

(97,823

)

(84,000

)

Cash Flows from Financing Activities:

Proceeds From Revolving Credit Facility, net of lender fees

156,675

68,630

Repayment of Revolving Credit Facility

(88,086

)

(37,739

)

Repayments of Term Loan

(1,816

)

(2,338

)

Payments of Deferred Financing Costs

(365

)

Principal Payments on Finance Leases

(280

)

Issuance of Common Stock, net of direct costs

842

1,874

Repurchase of Common Stock

(469

)

(3,565

)

Net Cash Provided by Financing Activities

66,501

26,862

Effect of Exchange Rate Changes on Cash and Cash Equivalents

(103

)

Net (Decrease) Increase in Cash and Cash Equivalents

3,425

(18,129

)

Cash and Cash Equivalents at Beginning of Fiscal Year

1,517

19,646

Cash and Cash Equivalents at End of Fiscal Year

4,942

1,517

Transcat Reports Fiscal Fourth Quarter and Full Year 2026 Financial Results

May 26, 2026

Page 12 of 17

TRANSCAT, INC.

Adjusted EBITDA Reconciliation Table

(Dollars in Thousands)

(Unaudited)

Fiscal 2026

YTD

Net Income

3,261

1,269

(1,101

)

1,947

5,376

+ Interest Expense

440

1,264

1,500

1,375

4,579

+ Tax Provision

1,304

760

(338

)

887

2,613

+ Depreciation & Amortization

5,605

6,487

7,130

6,950

26,172

+ Executive Transition Costs

771

935

1,706

+ Transaction Expense

496

175

744

+ Noncash Stock Compensation

1,130

1,839

2,061

2,519

7,549

Adjusted EBITDA*

11,768

12,115

10,068

14,788

48,739

Segment Breakdown

Service Operating Income (Loss)

2,567

920

(2,052

)

3,508

4,943

+ Depreciation & Amortization

3,763

4,562

5,175

5,143

18,643

+ Executive Transition Costs

519

630

1,149

+ Transaction Expense

496

175

744

+ Noncash Stock Compensation

801

1,301

1,459

1,746

5,307

Service Adjusted Operating Income*

7,159

7,279

5,146

11,202

30,786

Distribution Operating Income

2,771

2,585

2,140

824

8,320

+ Depreciation & Amortization

1,842

1,925

1,955

1,807

7,529

+ Executive Transition Costs

252

305

557

+ Transaction Expense

+ Noncash Stock Compensation

329

538

602

773

2,242

Distribution Adjusted Operating Income*

4,942

5,048

4,949

3,709

18,648

Transcat Reports Fiscal Fourth Quarter and Full Year 2026 Financial Results

May 26, 2026

Page 13 of 17

TRANSCAT, INC.

Adjusted EBITDA Reconciliation Table

(Dollars in Thousands)

(Unaudited)

Fiscal 2025

YTD

Net Income

4,408

3,286

2,357

4,464

14,515

+ Interest Expense (Income), net

(260

)

(210

)

(20

)

463

(27

)

+ Tax Provision

820

427

772

1,792

3,811

+ Depreciation & Amortization

4,113

4,399

4,430

5,625

18,567

+ Transaction Expense

434

778

1,277

+ Acquisition Earn-Out Adjustment

(835

)

(835

)

+ (Gain) Loss on Sale of Business

(855

)

(824

)

+ Noncash Stock Compensation

697

926

452

1,173

3,248

Adjusted EBITDA*

10,212

8,861

7,914

12,745

39,732

Segment Breakdown

Service Operating Income

4,091

3,704

1,412

5,976

15,183

+ Depreciation & Amortization

2,402

2,455

2,451

3,774

11,082

+ Transaction Expense

146

778

935

+ Acquisition Earn-Out Adjustment

(256

)

(256

)

+ Noncash Stock Compensation

421

629

186

813

2,049

Service Adjusted Operating Income*

7,060

6,788

4,827

10,318

28,993

Distribution Operating Income

1,008

688

964

2,691

+ Depreciation & Amortization

1,711

1,944

1,979

1,851

7,485

+ Transaction Expense

288

342

+ Acquisition Contingent Consideration Adjustment

(579

)

(579

)

+ Noncash Stock Compensation

276

297

266

360

1,199

Distribution Adjusted Operating Income*

3,283

2,304

2,933

2,618

11,138

Transcat Reports Fiscal Fourth Quarter and Full Year 2026 Financial Results

May 26, 2026

Page 14 of 17

TRANSCAT, INC.

Adjusted Diluted EPS Reconciliation Table

(Amounts in Thousands, Except Per Share Amounts)

(Unaudited)

Fiscal 2026

YTD

Net Income

3,261

1,269

(1,101

)

1,947

5,376

+ Amortization of Intangible Assets

2,844

3,461

3,977

3,488

13,770

+ Acquisition Amortization of Backlog

+ Executive Transition Costs

771

935

1,706

+ Acquisition Deal Costs

496

175

744

+ Acquisition Stock Expense

145

226

291

290

952

+ Income Tax Effect @ 32%

(754

)

(1,297

)

(1,601

)

(1,598

)

(5,251

)

Adjusted Net Income*

5,524

4,155

2,382

5,237

17,297

Average Diluted Shares Outstanding

9,389

9,399

9,329

9,398

9,380

Diluted Earnings Per Share

0.35

0.14

(0.12

)

0.21

0.57

+ Amortization of Intangible Assets

0.30

0.37

0.43

0.37

1.47

+ Acquisition Amortization of Backlog

+ Executive Transition Costs

0.08

0.10

0.18

+ Acquisition Deal Costs

0.00

0.05

0.00

0.02

0.08

+ Acquisition Stock Expense

0.02

0.03

0.10

+ Income Tax Effect @ 32%

(0.08

)

(0.14

)

(0.17

)

(0.17

)

(0.56

)

Adjusted Diluted Earnings Per Share*

0.59

0.44

0.26

0.56

1.84

Fiscal 2025

YTD

Net Income

4,408

3,286

2,357

4,464

14,515

+ Amortization of Intangible Assets

1,749

1,888

1,879

2,906

8,422

+ Acquisition Amortization of Backlog

+ Acquisition Deal Costs

434

778

1,279

+ Acquisition Stock Expense

234

130

(261

)

141

244

+ Income Tax Effect at 25%

(610

)

(514

)

(599

)

(770

)

(2,493

)

+ Acquisition Earn-Out Adjustment

(836

)

(836

)

Adjusted Net Income*

6,239

4,827

4,154

5,939

21,159

Average Diluted Shares Outstanding

9,196

9,282

9,326

9,287

9,254

Diluted Earnings Per Share

0.48

0.35

0.25

0.48

1.57

+ Amortization of Intangible Assets

0.19

0.20

0.31

0.91

+ Acquisition Amortization of Backlog

+ Acquisition Deal Costs

0.05

0.00

0.08

0.00

0.14

+ Acquisition Stock Expense

0.03

0.01

(0.03

)

0.02

0.03

+ Income Tax Effect @ 25%

(0.07

)

(0.06

)

(0.06

)

(0.08

)

(0.27

)

+ Acquisition Earn-Out Adjustment

(0.09

)

(0.09

)

Adjusted Diluted Earnings Per Share*

0.68

0.52

0.45

0.64

2.29

Transcat Reports Fiscal Fourth Quarter and Full Year 2026 Financial Results

May 26, 2026

Page 15 of 17

TRANSCAT, INC.

Additional Information - Business Segment Data

(Dollars in Thousands)

(Unaudited)

Change

SERVICE

FY 2026 Q4

FY 2025 Q4

Service Revenue

61,570

52,010

9,560

18.4

Cost of Revenue

39,710

33,182

6,528

19.7

Gross Profit

21,860

18,828

3,032

16.1

Gross Margin

35.5

36.2

Selling, Marketing & Warehouse Expenses

7,486

5,743

1,743

30.3

General and Administrative Expenses

10,866

7,109

3,757

52.8

Operating Income

3,508

5,976

(2,468

)

(41.3

% of Revenue

5.7

11.5

Change

DISTRIBUTION

FY 2026 Q4

FY 2025 Q4

Distribution Revenue

27,755

25,124

2,631

10.5

Cost of Revenue

19,147

18,039

1,108

6.1

Gross Profit

8,608

7,085

1,523

21.5

Gross Margin

31.0

28.2

Selling, Marketing & Warehouse Expenses

3,736

3,497

239

6.8

General and Administrative Expenses

4,048

2,624

1,424

54.3

Operating Income

824

964

(140

)

(14.5

% of Sales

3.0

3.8

Change

TOTAL

FY 2026 Q4

FY 2025 Q4

Total Revenue

89,325

77,134

12,191

15.8

Total Cost of Revenue

58,857

51,221

7,636

14.9

Gross Profit

30,468

25,913

4,555

17.6

Gross Margin

34.1

33.6

Selling, Marketing & Warehouse Expenses

11,222

9,240

1,982

21.5

General and Administrative Expenses

14,914

9,733

5,181

53.2

Operating Income

4,332

6,940

(2,608

)

(37.6

% of Revenue

4.8

9.0

Transcat Reports Fiscal Fourth Quarter and Full Year 2026 Financial Results

May 26, 2026

Page 16 of 17

TRANSCAT, INC.

Additional Information - Business Segment Data

(Dollars in Thousands)

(Unaudited)

Change

FY 2026

FY 2025

SERVICE

YTD

Service Revenue

217,209

181,428

35,781

19.7

Cost of Revenue

146,677

120,769

25,908

21.5

Gross Profit

70,532

60,659

9,873

16.3

Gross Margin

32.5

33.4

Selling, Marketing & Warehouse Expenses

27,692

19,013

8,679

45.6

General and Administrative Expenses

37,897

26,466

11,431

43.2

Operating Income

4,943

15,180

(10,237

)

(67.4

% of Revenue

2.3

8.4

Change

FY 2026

FY 2025

DISTRIBUTION

YTD

Distribution Revenue

114,668

96,993

17,675

18.2

Cost of Revenue

76,896

68,199

8,697

12.8

Gross Profit

37,772

28,794

8,978

31.2

Gross Margin

32.9

29.7

Selling, Marketing & Warehouse Expenses

15,073

14,328

745

5.2

General and Administrative Expenses

14,379

11,772

2,607

22.1

Operating Income

8,320

2,694

5,626

208.8

% of Sales

7.3

2.8

Change

FY 2026

FY 2025

TOTAL

YTD

Total Revenue

331,877

278,421

53,456

19.2

Total Cost of Revenue

223,573

188,968

34,605

18.3

Gross Profit

108,304

89,453

18,851

21.1

Gross Margin

32.6

32.1

Selling, Marketing & Warehouse Expenses

42,765

33,341

9,424

28.3

General and Administrative Expenses

52,276

38,238

14,038

36.7

Operating Income

13,263

17,874

(4,611

)

(25.8

% of Revenue

4.0

6.4

Transcat Reports Fiscal Fourth Quarter and Full Year 2026 Financial Results

May 26, 2026

Page 17 of 17

TRANSCAT, INC.

Service Organic Revenue and Operating Free Cash Flow

(Dollars in Thousands)

(Unaudited)

Service Organic Revenue

Fourth Quarter Ended

March 28,

March 29,

Change

2026

2025

Service Revenue

61,570

52,010

9,560

Less: Acquired Revenue

(5,802

)

Less: Freight Billed to Customer

(875

)

(643

)

Service Organic Revenue

54,893

51,378

3,515

Service Organic Revenue

Year Ended

March 28,

March 29,

Change

2026

2025

Service Revenue

217,209

181,428

35,781

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

Operating Free Cash Flow

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

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

* See Note 1 on page 6 for a description of the non-GAAP financial measures

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Local phone number for entity.

+ References

No definition available.

+ Details

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dei_LocalPhoneNumber

Namespace Prefix:

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Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

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Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

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Balance Type:

Period Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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Namespace Prefix:

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