tact-20251231

DEF 14A TRANSACT TECHNOLOGIES INC 0001017303 false The following table sets forth the adjustments made to the SCT total for our current PEO for 2025 to arrive at “compensation actually paid” to our PEO, as computed in accordance with Item 402(v) of Regulation S-K:

2025 SCT Total for PEO	$	1,344,093
Less: Amounts reported under the “Stock Awards” column in the SCT	$	(395,824	)
Less: Amounts reported under the “Option Awards” column in the SCT	$	—
Add: Fair value as of fiscal year-end of awards granted during the fiscal year that are outstanding and unvested as of the end of the fiscal year	$	709,280
(Deduct) add: Change in fair value as of fiscal year-end, compared to prior fiscal year-end, of awards granted in any prior fiscal year that are outstanding and unvested as of the end of the fiscal year	$	(8,612	)
(Deduct) add: Change in fair value as of vesting date, compared to prior fiscal year-end, of awards granted in any prior fiscal year for which all vesting conditions were satisfied at fiscal year-end or during the fiscal year	$	(6,550	)
Less: Fair value at end of prior fiscal year of any awards granted in any prior fiscal year that fail to meet applicable vesting conditions during the fiscal year	$	—
Total Adjustments	$	298,294
2025 Compensation Actually Paid to PEO	$	1,642,387

Assumptions used in the fair valuation of equity awards for the adjustments described above to calculate compensation actually paid to the PEO were not materially different from those used in the Company’s grant date fair value calculations as described in Notes 1 and 2 to the SCT.

The following table sets forth the adjustments made, on an average basis, to the average SCT total for 2025 to arrive at “average compensation actually paid” to our non-PEO NEOs:

2025 Average SCT Total for Non-PEO NEOs	$	895,941
Less: Amounts reported under the “Stock Awards” column in the SCT	$	(227,322	)
Less: Amounts reported under the “Option Awards” column in the SCT	$	—
Add: Fair value as of fiscal year-end of awards granted during the fiscal year that are outstanding and unvested as of the end of the fiscal year	$	335,070
(Deduct) add: Change in fair value as of fiscal year-end, compared to prior fiscal year-end, of awards granted in any prior fiscal year that are outstanding and unvested as of the end of the fiscal year	$	(4,402	)
Deduct (add): Change in fair value as of vesting date, compared to prior fiscal year-end, of awards granted in any prior fiscal year for which all vesting conditions were satisfied at fiscal year-end or during the fiscal year	$	(2,834	)
Less: Fair value at end of prior fiscal year of any awards granted in any prior fiscal year that fail to meet applicable vesting conditions during the fiscal year	$	(68,508	)
Total Adjustments	$	32,004
2025 Average Compensation Actually Paid to Non-PEO NEOs	$	927,945

Assumptions used in the fair valuation of equity awards for the adjustments described above to calculate average compensation actually paid to the Non-PEO NEOs were not materially different from those used in the Company’s grant date fair value calculations as described in Notes 1 and 2 to the SCT.

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

________________________________

SCHEDULE 14A INFORMATION

________________________________

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant		☒
Filed by a party other than the Registrant		☐

Check the appropriate box:

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under § 240.14a–12

TransAct Technologies Incorporated

(Name of Registrant as Specified In Its Charter)

_________________________________________________________________________________________________________

(Name of the Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
☒		No fee required.
☐		Fee paid previously with preliminary materials.
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Table of Contents

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 26, 2026

To the Stockholders of TransAct Technologies Incorporated:

Notice is hereby given that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of TransAct Technologies Incorporated (the “Company”), a Delaware corporation, is scheduled to be held on Tuesday, May 26, 2026, at 10:00 a.m. Eastern Time. We are holding the Annual Meeting virtually via the Internet at www.virtualshareholdermeeting.com/TACT2026. As in prior years, the Annual Meeting will be held virtually via the Internet to permit expanded access, improved communication and cost savings for our stockholders. We believe that a virtual meeting is in the best interests of our stockholders because it enables stockholders to attend, participate and ask questions from around the world. As a result, you will not be able to attend the Annual Meeting at a physical location. Instead, you will be able to participate, submit questions and vote your shares electronically. To vote or ask questions at the Annual Meeting, you must retain your 16-digit control number. Please carefully review the accompanying Proxy Statement for further instructions on how to access the Annual Meeting.

At the Annual Meeting, stockholders will be asked to consider and vote upon the following matters:

(1) To elect six directors to each serve a one-year term expiring at the 2027 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified;

(2) To ratify the selection of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for 2026;

(3) To approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in the accompanying Proxy Statement; and

(4) To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.

Stockholders of record at the close of business on April 1, 2026 are entitled to notice of and to vote at the Annual Meeting.

Your vote is important. As always, we encourage you to submit your proxy as soon as possible and prior to the Annual Meeting via the Internet or by telephone even if you plan to participate in the Annual Meeting. If you receive a paper copy of the proxy card by mail, you may also complete, sign, date and return the proxy card promptly in the accompanying postage-prepaid envelope. Submitting your proxy will ensure that your shares are represented at the Annual Meeting, regardless of whether you attend the Annual Meeting, and will not prevent you from voting at the Annual Meeting. You may revoke your proxy at any time before it is exercised at the Annual Meeting by delivering to the Company a later-dated proxy card, delivering a written notice of revocation to the Company, submitting a later proxy via Internet or telephone, or voting at the Annual Meeting.

Important notice regarding the availability of proxy materials for the Annual Meeting of Stockholders to be held on May 26, 2026: The Proxy Statement for the Annual Meeting, the TransAct Technologies Incorporated 2025 Annual Report and the means to vote by Internet are available at www.proxyvote.com. This Proxy Statement and the TransAct Technologies Incorporated 2025 Annual Report are also available on our website at www.transact-tech.com by clicking on “Investor Relations” under the “About Us” dropdown menu and then selecting “2026 Annual Meeting Access” under the “News & Events” dropdown menu.

		By Order of the Board of Directors,

		Steven A. DeMartino
		Secretary

Hamden, Connecticut

April 13, 2026

Table of Contents

TABLE OF CONTENTS

		Page
GENERAL INFORMATION ABOUT THE ANNUAL MEETING		1
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		7
DELINQUENT SECTION 16(a) REPORTS		9
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		9
CORPORATE GOVERNANCE		10
Corporate Social Responsibility and Governance Highlights		10
Supply Chain Responsibility at TransAct		10
A Focus on Our People		10
Corporate Governance and Ethics at TransAct		11
Standards of Business Conduct and Code of Ethics		12
Board Composition and Structure		12
Independence		13
Board’s Role in Risk Oversight		13
Board Size		13
Criteria for Membership on the Board		13
Director Nomination Process		15
Board Meetings and Executive Sessions		16
Committees of the Board		16
PROPOSAL 1: ELECTION OF DIRECTORS		18
PROPOSAL 2: RATIFICATION OF THE SELECTION OF CBIZ AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2026

SEC Form DEF 14A filed by TransAct Technologies Incorporated