Hackett Group (NASDAQ: HCKT) CFO awarded RSUs and withholds shares for taxes

Rhea-AI Filing Summary

Hackett Group Chief Financial Officer Roberto A. Ramirez received a grant of 8,345 restricted stock units that vest in full on February 12, 2027, each converting into one common share at vesting. To cover tax withholding on equity compensation, 3,257 common shares were disposed of, leaving him with 142,811 directly held shares, including 11,728 unvested RSUs.

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

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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)
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		8,345(1)	A	$0	146,068(2)	D
Common Stock	02/13/2026		F		3,257(3)	D	$0	142,811(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

Explanation of Responses:

1. Represents grants of restricted stock units (RSUs). The RSUs vest in full on February 12, 2027. Upon vesting of the RSUs, the reporting person receives shares of common stock on a one-for-one basis.

2. Includes 11,728 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.
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FAQ

What equity award did HCKT CFO Roberto Ramirez receive in this Form 4?

HCKT CFO Roberto Ramirez received 8,345 restricted stock units. These RSUs vest in full on February 12, 2027, and each unit converts into one share of Hackett Group common stock upon vesting, increasing his potential future equity ownership if he remains eligible.

When do Roberto Ramirez’s new HCKT RSUs vest and how are they settled?

The newly granted RSUs vest in full on February 12, 2027. Once vested, each RSU is settled in one share of HACKETT GROUP, INC. common stock, tying his compensation to the company’s long-term share performance and continued service through the vesting date.

Why did HCKT CFO Roberto Ramirez dispose of 3,257 shares in this filing?

The 3,257 shares reported as disposed were withheld to satisfy tax withholding obligations. This type of transaction is a tax-withholding disposition, not an open-market sale, and is commonly used to cover taxes triggered by equity compensation events like vesting or grants.

How many HCKT shares does Roberto Ramirez hold after these transactions?

After the reported grant and tax-withholding disposition, Roberto Ramirez directly holds 142,811 common shares. This total includes 11,728 unvested restricted stock units, reflecting both currently owned stock and equity awards that remain subject to future vesting conditions.

Does the HCKT CFO’s Form 4 show open-market buying or selling of shares?

The Form 4 does not show open-market buying or selling. It reports an equity award of restricted stock units and a share disposition solely to cover tax withholding obligations, rather than discretionary purchases or sales executed in the open market.