Mastech Digital Inc.

04/08/2026 | Press release | Distributed by Public on 04/08/2026 16:02

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Sugantharaman Kannan
2. Issuer Name and Ticker or Trading Symbol
Mastech Digital, Inc. [MHH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CFO and COO
(Last) (First) (Middle)
C/O MASTECH DIGITAL, INC., 1305 CHERRINGTON PKWY, BLDG 210, STE 400
3. Date of Earliest Transaction (Month/Day/Year)
04/14/2025
(Street)
MOON TOWNSHIP, PA 15108
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $7.6 04/14/2025 A 150,000 (1)(2) 04/14/2035 Common Stock 150,000 $ 0 150,000 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sugantharaman Kannan
C/O MASTECH DIGITAL, INC.
1305 CHERRINGTON PKWY, BLDG 210, STE 400
MOON TOWNSHIP, PA 15108
CFO and COO

Signatures

/s/ Jennifer Lacey, Attorney-in-fact 04/08/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On April 14, 2025, Mr. Sugantharaman received an award of a non-qualified stock options to purchase 150,000 shares of common stock of the Company. The options will vest as follows: (i) 18,750 shares will vest on April 14, 2026; (ii) 18,750 shares will vest on April 14, 2027; (iii) 18,750 shares will vest on April 14, 2028; (iv) 18,750 shares will vest on April 14, 2029; (v) 37,500 shares will vest on the first date during Mr. Sugantharaman's term of employment that the Company's Quarterly Average Market Capitalization (as defined in the stock option agreement executed by Mr. Sugantharaman with respect to the options) is greater than $300,000,000; (vi) 18,750 shares will vest on the first date during Mr. Sugantharaman's term of employment that the Company's Quarterly Average Market Capitalization is greater than $450,000,000; and
(2) (Continued from footnote 1) (vii) 18,750 shares will vest on the first date during Mr. Sugantharaman's term of employment that the Company's Quarterly Average Market Capitalization is greater than $600,000,000.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Mastech Digital Inc. published this content on April 08, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT) on April 08, 2026 at 22:03 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]