S-3ASR 1 trns4684641-s3asr.htm S-3ASR

As filed with the Securities and Exchange Commission on September 4, 2026

File No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

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 Number)

35 Vantage Point Drive
Rochester, New York 14624
(585) 352-7777
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jaime A. Irick

President and Chief Executive Officer
Transcat, Inc.
35 Vantage Point Drive
Rochester, New York 14624
(585) 352-7777
(Name, address, including zip code and telephone number, including area code, of agent for service)

COPIES TO:

Margaret K. Rhoda, Esq.
Harter Secrest & Emery LLP
1600 Bausch & Lomb Place

Rochester, New York 14604

(585) 232-6500

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

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 7(a)(2)(B) of the Securities Act. ☐

ABOUT THIS PROSPECTUS	1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	2
PROSPECTUS SUMMARY	4
RISK FACTORS	5
USE OF PROCEEDS	5
SELLING SHAREHOLDERS	5
DESCRIPTION OF COMMON STOCK	7
PLAN OF DISTRIBUTION	9
WHERE YOU CAN FIND MORE INFORMATION	12
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	12
LEGAL MATTERS	13
EXPERTS	13

	·	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,
	·	our 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.

	Shares Beneficially Owned Prior to the Offering ⁽¹⁾					Maximum Number of Shares to be sold in this Offering		Shares Beneficially Owned After the Offering ⁽¹⁾⁽²⁾
Selling Shareholders	#		%			#		#		%
Gary F. Shilts, trustee of the Shilts Family 2008 Trust, dated 5/6/2008		8,869		*	%		5,132		3,737		*	%
Joshua Shilts		12,926		*	%		1,808		11,118		*	%
Shannon Johnson, trustee of the Shannon and Gloria Johnson Living Trust		10,611		*	%		5,132		5,479		*	%
Lavon M. Parrish		14,211		*	%		5,132		9,079		*	%
TOTAL		46,617		*	%		17,204		29,413		*	%

*	Less than 1%.
(1)	Percentage ownership for the Selling Shareholders is determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations thereunder and is based on 9,388,294 outstanding shares of our Common Stock as of August 31, 2026.
(2)	The totals reported in this column assume that (a) all of the securities registered by the registration statement of which this prospectus is a part are sold in this offering; (b) the Selling Shareholders do not (i) sell any of the shares of Common Stock, if any, that have been issued to them other than those covered by this prospectus; and (ii) acquire additional shares of our Common Stock after the date of this prospectus and prior to the completion of this offering.

Securities and Exchange Commission filing fee	$	204
Accounting fees and expenses*		70,000
Legal fees and expenses*		35,000
Miscellaneous*		4,796
Total expenses	$	110,000	^*

Exhibit No.		Description

3.1(a)		Articles of Incorporation, as amended, are incorporated herein by reference from Exhibit 4(a) to the Company’s Registration Statement on Form S-8 (Registration No. 33-61665) filed on August 8, 1995.

3.1(b)		Certificate of Amendment to the Articles is incorporated herein by reference from Exhibit 3(i) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999.

3.1(c)		Certificate of Amendment to the Articles is incorporated herein by reference from Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended March 31, 2012.

3.1(d)		Certificate of Amendment to the Articles is incorporated herein by reference from Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 26, 2015.

3.2		Code of Regulations, as amended through September 11, 2024, is incorporated herein by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 13, 2024

5.1*		Opinion of Calfee, Halter & Griswold LLP

10.1^		Agreement and Plan of Merger, dated August 8, 2023, by and among Transcat, Inc., Axiom Test Equipment, LLC, Axiom Test Equipment, Inc., Gary F. Shilts, trustee of the Shilts Family 2008 Trust, dated 5/6/2008, Joshua Shilts, Shannon Johnson, trustee of the Shannon and Gloria Johnson Living Trust, Lavon M. Parrish, Gary F. Shilts, Shannon Johnson, and Joshua Shilts, as shareholder representative is incorporated herein by reference from Exhibit 10.1 to the Company’s Registration Statement on Form S-3 (Registration No. 333-274050) filed on August 17, 2023.

10.2		Registration Rights Agreement, dated August 8, 2023, by and among Transcat, Inc., Gary F. Shilts, trustee of the Shilts Family 2008 Trust, dated 5/6/2008, Joshua Shilts, Shannon Johnson, trustee of the Shannon and Gloria Johnson Living Trust, and Lavon M. Parrish is incorporated herein by reference from Exhibit 10.2 to the Company’s Registration Statement on Form S-3 (Registration No. 333-274050) filed on August 17, 2023.

23.1*		Consent of Deloitte & Touche LLP

23.2*		Consent of Freed Maxick P.C.

23.3*		Consent of Calfee, Halter & Griswold LLP (included in Exhibit 5.1 filed herewith)

24.1*		Power of Attorney (included in the signature page of this Registration Statement)

107*		Calculation of Filing Fee Table

	*	Filed herewith.
	^	Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish a copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request.

		TRANSCAT, INC.

	By:	/s/ Jaime A. Irick
		Jaime A. Irick
		President and Chief Executive Officer

Signatures	Title	Date

/s/ Jaime A. Irick	Director, President and Chief Executive Officer	September 4, 2026
Jaime A. Irick	(Principal Executive Officer)

/s/ Thomas L. Barbato	Senior Vice President of Finance,	September 4, 2026
Thomas L. Barbato	Chief Financial Officer and Treasurer
	(Principal Financial Officer)

/s/ Kristina L. Johnston	Controller and Principal Accounting Officer	September 4, 2026
Kristina L. Johnston	(Principal Accounting Officer)

/s/ Gary J. Haseley	Chairman of the Board of Directors	September 4, 2026
Gary J. Haseley