[Form 4] HACKETT GROUP, INC. Insider Trading Activity

Rhea-AI Filing Summary

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.

Positive

• 24,000 PRSUs converted to common shares, indicating an initial performance hurdle was met
• Executive retained meaningful ownership with 137,723 shares beneficially owned after transactions

Negative

• 16,201 unvested RSUs remain and could cause dilution if they vest
• 9,444 shares withheld for taxes reduced net share receipt from the vesting event

Insights

Compensation & Equity Analyst

TL;DR: Vesting reflects achievement of an initial PRSU stock-price hurdle and routine tax withholding.

The transaction shows 24,000 PRSUs converted to common shares after meeting the first of three pre-set stock-price hurdles for a grant with a performance period ending on 12/31/2028. The PRSUs include time-based service conditions that may delay vesting for later hurdles until the second and third anniversaries of the grant date.

Key dependencies include continued service through milestone dates and future achievement of two additional price hurdles; monitor vesting schedules and the 16,201 unvested RSUs as potential future dilution over the next three years.

Corporate Governance Specialist

TL;DR: The filing is a routine Section 16 disclosure showing executive compensation realization and tax withholding.

The CFO reported both acquisition on vesting and share withholding to meet tax obligations, a common execution for equity compensation plans. The remaining direct beneficial ownership is 137,723 shares after the transactions, which provides context for executive alignment with shareholders.

Watch for future Form 4s if subsequent PRSU hurdles are met or if any material changes to equity plan terms are disclosed by HCKT through the performance period.

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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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^*

Ramirez, Roberto A

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2025

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	09/16/2025		M		24,000(1)	A	$0	147,167(2)	D
Common Stock	09/16/2025		F		9,444(3)	D	$0	137,723(2)	D

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
Performance Restricted Stock Units	(4)	09/16/2025		M			24,000	(1)(4)	(1)(4)	Common Stock	24,000(1)	$0	48,000	D

Explanation of Responses:

1. Represents the number of shares of Common Stock that were acquired on vesting of the performance stock units ("PRSUs") granted on September 16, 2024, upon the achievement of the first of three pre-established stock price hurdles over a performance period beginning on September 16, 2024, and ending on December 31, 2028 (the "Performance Period") and the satisfaction of the time-based vesting condition

2. Includes 16,201 unvested RSUs.

3. Represents shares withheld to satisfy tax withholding obligations.

4. Each PRSU represents a contingent right to receive one share of Common Stock. The number of shares of Common Stock that will be acquired on vesting of the PRSUs is contingent upon the achievement of pre-established stock price hurdles during the Performance Period. Notwithstanding the date of achievement of the stock price hurdles during the Performance Period, the PRSUs subject to the second and third stock price hurdles may not vest until the second and third anniversary of the grant date, respectively, which requires continued service through such date.

	/s/ Keith Henrich, Attorney-in-Fact	10/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did the HCKT Form 4 filed by the CFO report?

The filing reported the vesting conversion of 24,000 PRSUs to common shares and the withholding sale of 9,444 shares to satisfy taxes, leaving 137,723 shares beneficially owned.

Why were 24,000 shares acquired on 09/16/2025?

Those shares were acquired upon vesting of PRSUs granted on 09/16/2024 after achievement of the first of three pre-established stock-price hurdles and satisfaction of the time-based vesting condition.

What is the performance period for the PRSUs mentioned in the HCKT filing?

The performance period begins on 09/16/2024 and ends on 12/31/2028.

How many unvested RSUs are outstanding for the reporting person after this Form 4?

The filing discloses 16,201 unvested RSUs remaining.

Do the PRSUs convert to common stock one-for-one?

Yes. Each PRSU represents a contingent right to receive one share of common stock upon vesting.