Mastech Digital (NYSE American: MHH) swaps 2025 CEO bonus cash for stock

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

8-K/A

Rhea-AI Filing Summary

Mastech Digital, Inc. amended a prior report to add a Restricted Stock Agreement with its Chief Executive Officer and President, Nirav Patel, covering his 2025 performance bonus. For 2025, Mr. Patel earned a bonus of $616,932, which he agreed to receive as restricted shares instead of cash.

The Compensation Committee used a 30‑day volume‑weighted average price of $6.15 per share, resulting in 100,314 restricted shares that vest immediately. Mr. Patel is prohibited from disposing of these shares until March 30, 2028, unless restrictions lapse earlier due to separation, death, or disability.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

2025 CEO performance bonus: $616,932 VWAP used for conversion: $6.15 per share Restricted shares granted: 100,314 shares +2 more

5 metrics

2025 CEO performance bonus $616,932 Annual performance bonus earned by Nirav Patel for 2025

VWAP used for conversion $6.15 per share 30-day volume-weighted average price to convert bonus to shares

Restricted shares granted 100,314 shares Number of restricted shares issued to Nirav Patel for 2025 bonus

Restriction end date March 30, 2028 Date until which Patel cannot dispose of the restricted shares

Agreement date March 30, 2026 Date of Restricted Stock Agreement between company and Nirav Patel

Key Terms

Restricted Stock Agreement, volume-weighted average price, Compensation Committee, Executive Employment Agreement

4 terms

Restricted Stock Agreement financial

"The terms regarding the issuance of these restricted shares are set forth in a Restricted Stock Agreement"

volume-weighted average price financial

"based on a 30-day volume-weighted average price (VWAP) of $6.15"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

Compensation Committee financial

"The Compensation Committee determined the conversion of cash payment to number of awarded restricted shares"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

Executive Employment Agreement financial

"In accordance with the Executive Employment Agreement by and between the Company and Mr. Patel"

Understanding 8-K Material Events →

04/07/2026 - 08:20 PM

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

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported): March 30, 2026

    

Mastech Digital, Inc.

(Exact name of Registrant as Specified in Its Charter)


Pennsylvania	001-34099	26-2753540
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1305 Cherrington Parkway Building 210 Suite 400
Moon Township, Pennsylvania		15108
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 412 787-2100

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	MHH	NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

This Amendment No. 1 to the Current Report on Form 8-K filed by Mastech Digital, Inc. (the "Company") is being filed solely to include Exhibit 10.1, the Restricted Stock Agreement dated March 30, 2026, between Mastech Digital, Inc. and Nirav Patel, which was omitted from the original filing. The Company has updated the exhibit link set forth in Item 9.01 but has made no other changes to the original filing, the text of which is set forth in its entirety below.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 30, 2026, Mastech Digital, Inc. (the "Company") and Nirav Patel, the Company's Chief Executive Officer and President, agreed to the payment of Mr. Patel's 2025 annual performance bonus in the form of restricted shares in lieu of cash payment. The terms regarding the issuance of these restricted shares are set forth in a Restricted Stock Agreement between the Company and Mr. Patel dated March 30, 2026 (the “Restricted Stock Agreement”).

In accordance with the Executive Employment Agreement by and between the Company and Mr. Patel and dated November 1, 2024 (the “Patel Employment Agreement”), Mr. Patel is eligible to earn an annual performance bonus, subject to the attainment of annual performance goals as determined by the Board of Directors. For 2025, Mr. Patel earned a performance bonus of $616,932.00.

The Compensation Committee determined the conversion of cash payment to number of awarded restricted shares based on a 30-day volume-weighted average price (VWAP) of $6.15. Mr. Patel received 100,314 restricted shares, subject to immediate vesting.

Under the terms of the Restricted Stock Agreement, Mr. Patel will be prohibited from disposing these restricted shares until March 30, 2028, subject to immediate lapse of any restriction due to (i) separation from the Company for any reason, (ii) death, or (iii) disability.

The foregoing description of the Restricted Stock Agreement does not purport to be complete and is qualified in its entirety by the full text of the Restricted Stock Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The foregoing description of the Patel Employment Agreement does not purport to be complete and is qualified in its entirety by the full text of the Patel Employment Agreement, a copy of which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 16, 2024, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.

10.1		Restricted Stock Agreement dated March 30, 2026, between Mastech Digital, Inc. and Nirav Patel

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			MASTECH DIGITAL, INC.

Date:	April 3, 2026	By:	/s/ Kannan Sugantharaman
			Kannan Sugantharaman, Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What is Mastech Digital (MHH) disclosing in this 8-K/A amendment?

Mastech Digital is amending a prior report solely to add a Restricted Stock Agreement with CEO Nirav Patel. It documents that his 2025 performance bonus of $616,932 was paid in restricted shares instead of cash, with detailed terms on pricing, vesting, and transfer restrictions.

How large is CEO Nirav Patel’s 2025 bonus at Mastech Digital (MHH)?

Nirav Patel’s 2025 annual performance bonus is $616,932. The bonus amount was earned under his Executive Employment Agreement, based on performance goals set by the Board of Directors, and was converted into restricted shares rather than being paid in cash for the 2025 performance year.

How many restricted shares did Nirav Patel receive from Mastech Digital (MHH)?

Nirav Patel received 100,314 restricted shares of Mastech Digital common stock. The Compensation Committee determined this number by dividing his $616,932 2025 performance bonus by a 30‑day volume‑weighted average share price of $6.15, with the shares subject to immediate vesting but transfer limits.

What pricing method did Mastech Digital (MHH) use to convert the CEO’s bonus to stock?

The company used a 30‑day volume‑weighted average price (VWAP) of $6.15 per share to convert the cash bonus into stock. This average trading price over 30 days determined how many restricted shares matched the $616,932 bonus amount awarded to CEO Nirav Patel.

When do Nirav Patel’s restricted shares in Mastech Digital (MHH) become freely disposable?

Although the 100,314 restricted shares vest immediately, Mr. Patel cannot dispose of them until March 30, 2028. The restriction can lapse earlier if he separates from the company for any reason, or in the event of his death or disability, under the Restricted Stock Agreement terms.

What agreements govern Nirav Patel’s compensation at Mastech Digital (MHH)?

His compensation is governed by an Executive Employment Agreement dated November 1, 2024 and a Restricted Stock Agreement dated March 30, 2026. The employment agreement defines his eligibility for annual performance bonuses, while the Restricted Stock Agreement sets the terms of the 2025 bonus paid in shares.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

EX-10.1 EX-10.1 53.3 KB