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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) August 5, 2025
| 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 1.01 | Entry
into a Material Definitive Agreement. |
To the extent required by Item 1.01 of Form 8-K, the
information contained in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 2.01 |
Completion of Acquisition or Disposition of Assets. |
On August 5, 2025, Transcat, Inc. (the “Company”)
acquired all the membership units of Essco Calibration Laboratory, LLC (“Essco”), a privately held Delaware limited liability
company, pursuant to a Membership Unit Purchase Agreement (the “Purchase Agreement”), by and among the Company, Essco Holdings
Inc., and Michael Walsh, individually and as Trustee of the Michael Walsh Revocable Trust of 2020. Essco is an ISO-17025 accredited calibration
laboratory located in the Boston metro area, with a customer base extending throughout the U.S., and is the New England market leader
in calibration services. Prior to this transaction, there were no material relationships between Essco and the Company or their respective
affiliates, or any director or officer of the Company, or any associate of any such director or officer.
Pursuant to the Purchase Agreement, the Company acquired
all the membership units of Essco for $84.0 million in cash subject to customary holdback and adjustment provisions set forth in the Purchase
Agreement. The Purchase Agreement contains various representations, warranties, covenants and indemnification of the parties that are
customary for a transaction of this nature.
The foregoing summary of the Purchase Agreement does
not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which will be filed
as an exhibit to the Company’s next Quarterly Report on Form 10-Q.
| Item
7.01 | Regulation
FD Disclosure. |
On August 5, 2025, the Company issued a press release announcing this transaction.
A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
| Item
9.01 | Financial
Statements and Exhibits. |
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press release dated August 5, 2025 |
| 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:
August 5, 2025 |
|
By: |
/s/
Thomas L. Barbato |
| |
|
|
Thomas
L. Barbato |
| |
|
|
Senior
Vice President of Finance and Chief Financial Officer |
