HCKT vice chairman reports major PRSU vesting and share updates

Rhea-AI Filing Summary

The Hackett Group, Inc. director and officer reports vesting of performance-based equity awards. On 09/16/2025, 137,705 shares of common stock were acquired at a price of $0 upon vesting of performance restricted stock units granted on September 16, 2024, after achieving the first pre-established stock price hurdle and satisfying time-based vesting conditions. On the same date, 61,609 shares were withheld to cover tax obligations. Following these transactions, the reporting person beneficially owns 807,658 shares of common stock directly and 92,652 shares indirectly through the DND Family Trust, which includes 69,255 unvested restricted stock units.

Insider Trade Summary

137,705 shares exercised/converted

Mixed 4 txns

Insider DUNGAN DAVID N

Role Vice Chairman and COO

Type	Security	Shares	Price	Value
Exercise	Performance Restricted Stock Units	137,705	$0.00	--
Exercise	Common Stock	137,705	$0.00	--
Tax Withholding	Common Stock	61,609	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Performance Restricted Stock Units — 275,410 shares (Direct); Common Stock — 869,267 shares (Direct); Common Stock — 92,652 shares (Indirect, DND Family Trust)

Footnotes (1)

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. Includes 69,255 unvested RSUs. Represents shares withheld to satisfy tax withholding obligations. 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.

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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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)
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		137,705(1)	A	$0	869,267(2)	D
Common Stock	09/16/2025		F		61,609(3)	D	$0	807,658(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
Performance Restricted Stock Units	(4)	09/16/2025		M			137,705	(1)(4)	(1)(4)	Common Stock	137,705(1)	$0	275,410	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 69,255 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	11/17/2025
	** 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).
** 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 insider transaction did HCKT report in this Form 4?

The filing reports that a director and officer of The Hackett Group, Inc. (HCKT) acquired 137,705 shares of common stock on 09/16/2025 upon vesting of performance restricted stock units.

What are the performance restricted stock units disclosed by HCKT?

The performance restricted stock units (PRSUs) were granted on September 16, 2024 and vest upon achieving pre-established stock price hurdles during a performance period from September 16, 2024 to December 31, 2028 and meeting time-based vesting conditions. Each PRSU represents a contingent right to receive one share of common stock.

How many HCKT shares were withheld for taxes in this Form 4?

The filing states that 61,609 shares of common stock were withheld to satisfy tax withholding obligations related to the vesting of the performance stock units.

How many HCKT shares does the insider own after the reported transactions?

After the transactions on 09/16/2025, the insider beneficially owns 807,658 shares of common stock directly and 92,652 shares indirectly through the DND Family Trust.

How many unvested RSUs are included in the insider’s HCKT holdings?

The filing notes that the reported holdings include 69,255 unvested restricted stock units (RSUs) as part of the beneficial ownership.

When can the remaining HCKT PRSUs vest for this insider?

PRSUs tied to the second and third stock price hurdles may not vest until the second and third anniversary of the September 16, 2024 grant date, and require continued service through those dates.

What roles does the reporting person hold at The Hackett Group, Inc. (HCKT)?

The reporting person is identified as both a Director and an Officer, serving as Vice Chairman and COO of The Hackett Group, Inc.