Hackett Group Inc SEC Filings

The Hackett Group, Inc. launched an issuer tender offer to repurchase up to $40 million of its common stock. The company will pay cash to sellers at a price not greater than $21.00 nor less than $18.30 per share, less any applicable withholding taxes and without interest, on the terms and conditions in the Offer to Purchase dated November 5, 2025.

The offer includes customary terms referenced in the Offer to Purchase, including procedures for tendering, withdrawal rights, proration mechanics, and conditions of the offer. Hackett expects to fund share purchases and related fees and expenses using cash on hand and borrowings under its credit facility with Bank of America, N.A.

The Hackett Group (HCKT) reported Q3 2025 results with total revenue of $73.1 million and diluted EPS of $0.09. Income from operations was $5.5 million versus $12.8 million a year ago, reflecting $3.1 million in restructuring costs tied to a pivot toward Gen AI offerings.

By segment, revenue before reimbursements was $42.9 million for Global S&BT, $16.5 million for Oracle Solutions, and $13.7 million for SAP Solutions. Operating cash flow for the nine months reached $21.2 million. The company repurchased $27.9 million of stock year-to-date and paid $9.6 million in dividends. Cash was $13.9 million and debt outstanding was $44.0 million as of September 26, 2025.

Subsequent event: on November 4, 2025, Hackett announced a modified Dutch auction tender offer to buy up to $40.0 million of shares at $18.30–$21.00 per share, to be funded via its Credit Facility.

The Hackett Group (HCKT) reported third-quarter results and announced a new capital return initiative. Total revenue was $73.1 million versus $79.8 million a year ago. GAAP net income was $2.5 million with diluted EPS of $0.09 compared to $0.31 last year. Adjusted diluted EPS was $0.37 versus $0.43. Operating income was $5.5 million, reflecting higher selling, general and administrative costs and $3.1 million of restructuring costs.

The Board approved an additional $40 million share repurchase authorization and the company plans to launch a modified Dutch auction tender on November 5, 2025 to purchase up to $40 million of common stock at $18.30–$21.00 per share; the tender has not yet commenced and will proceed only pursuant to Schedule TO materials. In the quarter, Hackett repurchased 839,000 shares for $17.4 million at an average price of $20.73, generated operating cash flow of $11.4 million, and ended with long-term debt of $43.8 million.

The Hackett Group (HCKT) announced Q3 results for the quarter ended September 26, 2025, via a press release furnished as Exhibit 99.1.

The company’s board also approved an additional $40 million for its share repurchase authorization and plans to launch a modified Dutch auction tender offer on November 5, 2025 to purchase up to $40 million of common stock at a price range of $18.30 to $21.00 per share. The tender offer has not yet commenced and will be made only pursuant to the offer to purchase, letter of transmittal and related materials to be filed on Schedule TO.

Insider transaction summary: The Chief Financial Officer of Hackett Group, Inc. (HCKT) reported transactions dated 09/16/2025 showing the vesting and disposition of performance-based and restricted stock units. A total of 24,000 shares were acquired upon vesting of performance restricted stock units (PRSUs) tied to multi-year stock-price hurdles and time-based service requirements, and 9,444 shares were disposed of to satisfy tax withholding, leaving 137,723 shares beneficially owned directly after the reported transactions. The filing notes 16,201 unvested restricted stock units (RSUs) remain outstanding and that the PRSUs convert one-for-one to common shares upon vesting, subject to achievement of performance hurdles through the 12/31/2028 performance period.

Officer and director Ted A. Fernandez reported the vesting and acquisition of equity tied to performance awards. On 09/16/2025 262,295 shares were delivered on vesting of performance restricted stock units (PRSUs) after the first of three pre-established stock price hurdles was achieved; 103,213 shares were withheld to satisfy tax obligations. Following these transactions the reporting person beneficially owns 1,850,465 shares directly and, counting newly vested shares and derivative holdings, 524,590 derivative shares are recorded as beneficially owned.

The PRSUs originate from a grant on 09/16/2024 tied to a performance period ending on 12/31/2028. The filing discloses two irrevocable trusts holding 69,948 and 87,143 shares indirectly. The vesting reflects achievement of a single stock-price hurdle but the PRSUs for the second and third hurdles remain subject to additional time and performance conditions.