Hackett Group (NASDAQ: HCKT) COO reports RSU grant and tax withholding

Rhea-AI Filing Summary

HACKETT GROUP, INC. director and executive David N. Dungan reported equity award activity in company stock. On February 12, 2026 he received a grant of 12,219 restricted stock units, which vest in three equal installments beginning on February 12, 2027, and convert into common shares one-for-one as they vest.

On February 13, 2026, 11,971 shares were withheld to cover tax withholding obligations related to this award. After these transactions, he holds 807,906 shares directly, which include 41,223 unvested RSUs, plus 92,652 shares held indirectly through the DND Family Trust.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider DUNGAN DAVID N

Role Vice Chairman and COO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	11,971	$0.00	--
Grant/Award	Common Stock	12,219	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 807,906 shares (Direct); Common Stock — 92,652 shares (Indirect, DND Family Trust)

Footnotes (1)

1. Represents a grant of restricted stock units ("RSUs"). The RSUs vest in three equal installments beginning February 12, 2027. Upon vesting of the RSUs, the reporting person receives shares of common stock on a one-for-one basis. Includes 41,223 unvested RSUs. Represents shares withheld to satisfy tax withholding obligations.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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hours per response:			0.5

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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DUNGAN DAVID N

(Last) (First) (Middle)

C/O THE HACKETT GROUP, INC.

1001 BRICKELL BAY DRIVE, SUITE 3000

(Street)

MIAMI FL 33131

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HACKETT GROUP, INC. [ HCKT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Vice Chairman and COO

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

4. If Amendment, Date of 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

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
Common Stock	02/12/2026		A		12,219(1)	A	$0	819,877(2)	D
Common Stock	02/13/2026		F		11,971(3)	D	$0	807,906(2)	D
Common Stock								92,652	I	DND Family Trust

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 Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. Represents a grant of restricted stock units ("RSUs"). The RSUs vest in three equal installments beginning February 12, 2027. Upon vesting of the RSUs, the reporting person receives shares of common stock on a one-for-one basis.

2. Includes 41,223 unvested RSUs.

3. Represents shares withheld to satisfy tax withholding obligations.

	/s/ Keith Henrich, Attorney-in-Fact	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

FAQ

What insider transactions did HCKT executive David Dungan report on this Form 4?

David N. Dungan reported a grant of 12,219 restricted stock units in HACKETT GROUP common stock and a related withholding of 11,971 shares for taxes. He now directly and indirectly controls several hundred thousand shares following these equity award updates.

How do the new restricted stock units for HCKT’s David Dungan vest?

The 12,219 restricted stock units granted to David Dungan vest in three equal installments beginning February 12, 2027. As each installment vests, he receives an equivalent number of HACKETT GROUP common shares on a one-for-one basis under the company’s equity compensation terms.

Why were 11,971 HCKT shares disposed of in David Dungan’s Form 4 filing?

The 11,971 HACKETT GROUP shares were withheld to satisfy David Dungan’s tax withholding obligations tied to the restricted stock unit grant. This tax-withholding disposition did not represent an open-market sale but an administrative share reduction to cover required taxes.

How many HCKT shares does David Dungan hold directly after these transactions?

After the reported grant and tax withholding, David Dungan directly holds 807,906 HACKETT GROUP common shares. This direct position includes 41,223 unvested restricted stock units that may convert into shares over time as they meet the vesting conditions described in the award.

What is the role of the DND Family Trust in David Dungan’s HCKT holdings?

In addition to his direct holdings, 92,652 HACKETT GROUP shares are held indirectly through the DND Family Trust. This trust ownership is reported as indirect beneficial ownership, reflecting family-related holdings separate from his directly registered shares and unvested restricted stock units.