HCKT insider vesting: 262,295 shares delivered; 103,213 withheld

Rhea-AI Filing Summary

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.

Positive

• 262,295 PRSUs vested after the first stock-price hurdle was achieved
• Continued substantial ownership with 1,850,465 shares directly beneficially owned
• Performance-based pay converted to equity, aligning compensation with shareholder returns

Negative

• 103,213 shares withheld to satisfy tax obligations, reducing net shares delivered
• Significant contingent awards remain; additional vesting depends on two future price hurdles and service through anniversaries
• Potential dilution from up to 262,295 additional shares underlying outstanding PRSUs

Insights

Corporate Governance Analyst

Vesting shows partial performance target met; continued service and future hurdles remain.

The vesting of 262,295 PRSUs indicates the first of three stock-price hurdles was met during the 09/16/2024–12/31/2028 performance period. This converts contingent awards into ordinary shares, increasing beneficial ownership and aligning executive pay with share price performance.

Risks and dependencies include the remaining two stock-price hurdles and required service through each anniversary; those PRSUs may not vest until the second and third anniversaries of the grant date. Monitor subsequent filings for additional vesting events or changes to outstanding PRSU counts over the next 2–3 years.

Executive Compensation Specialist

Share withholding reduced net receipt and signals routine tax handling of vested awards.

The report shows 103,213 shares withheld to satisfy tax withholding, a standard mechanism that reduces the net shares delivered to the reporting person. After withholding, the filing records continued substantial ownership of 1,850,465 shares directly, plus derivative holdings totaling 524,590.

Key items to watch are future withholding amounts at subsequent vesting dates and any acceleration or modification of award terms before 12/31/2028. Changes would appear in later Section 16 filings and could affect dilution and reported insider ownership.

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^*

FERNANDEZ TED 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)

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

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		262,295(1)	A	$0	1,953,678(2)	D
Common Stock	09/16/2025		F		103,213(3)	D	$0	1,850,465(2)	D
Common Stock								69,948	I	Christina Fernandez Irrevocable Trust (1998)
Common Stock								87,143	I	Ted A. Fernandez, Jr. Irrevocable Trust (1998)

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			262,295	(1)(4)	(1)(4)	Common Stock	262,295(1)	$0	524,590	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 131,913 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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What did Ted A. Fernandez report in the Form 4 for HCKT?

The filing reports the vesting and acquisition of 262,295 shares from PRSUs on 09/16/2025, with 103,213 shares withheld for taxes.

How many shares does the reporting person beneficially own after the transaction (HCKT)?

The filing shows 1,850,465 shares beneficially owned directly following the reported transactions.

What are the terms of the PRSUs that vested for HCKT insiders?

The PRSUs were granted on 09/16/2024, subject to three stock-price hurdles over a performance period ending 12/31/2028; the first hurdle vested 262,295 shares.

Were any shares withheld or disposed of in the Form 4 (HCKT)?

Yes, 103,213 shares were withheld to satisfy tax withholding obligations.

Do any trusts hold shares indirectly for the reporting person in HCKT?

Yes. The filing discloses 69,948 shares in the Christina Fernandez Irrevocable Trust (1998) and 87,143 shares in the Ted A. Fernandez, Jr. Irrevocable Trust (1998).