Material Agreement · Acquisition / Disposition

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