Mastech Digital (NYSE: MHH) Names BDO India New Auditor After UHY Term

Rhea-AI Filing Summary

Mastech Digital, Inc. reported that its Audit Committee approved the dismissal of UHY LLP as its independent registered public accounting firm, effective after UHY completes the audit and issues its reports on the company’s consolidated financial statements for the year ending December 31, 2025. UHY’s prior audit reports for 2023 and 2024 contained no adverse opinions or disclaimers and were not qualified or modified for uncertainty, scope, or accounting principles. The company states there were no disagreements or reportable events with UHY over accounting, disclosure, or audit procedures during those years and interim periods.

On the same date, the Audit Committee approved the engagement of BDO India Services Private Limited as the new independent registered public accounting firm for the fiscal year ending December 31, 2026 and related interim periods. The company explains that it did not consult BDO India in advance on accounting principles, potential audit opinions, or any issues involving disagreements or reportable events.

Insights

Audit and governance analyst

Mastech Digital changes auditors with no reported disputes or issues.

The company’s Audit Committee decided to replace UHY LLP with BDO India Services Private Limited as independent auditor, with UHY completing the audit for the year ending December 31, 2025 and BDO India taking over for 2026. Auditor transitions can reflect business, geographic, or strategic considerations, but here the company emphasizes the absence of problems with the outgoing firm.

The disclosure notes that UHY’s reports for 2023 and 2024 contained no adverse or qualified opinions and that there were no disagreements or reportable events under Regulation S-K Item 304 during the referenced periods. It also states the company did not consult BDO India on specific accounting treatments or potential opinions before the appointment. From an investor perspective, this points to a routine change in audit firm, with the actual impact depending on future reporting under BDO India.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 4, 2025

MASTECH DIGITAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

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

1305 Cherrington Parkway, Suite 400

Moon Township, PA 15108

(Address of Principal Executive Offices) (Zip Code)

(412) 787-2100

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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

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. ☐

Item 4.01. Changes in Registrant’s Certifying Accountant.

(a) Dismissal of Independent Registered Public Accounting Firm.

On December 4, 2025, the Audit Committee (the “Audit Committee”) of the Board of Directors of Mastech Digital, Inc. (the “Company”) approved the dismissal of UHY LLP (“UHY”) as the Company’s independent registered public accounting firm, and UHY was notified of the dismissal on the same date. This dismissal will be effective upon the completion of UHY’s audit and the issuance of its reports on the Company’s consolidated financial statements for the Company’s fiscal year ending December 31, 2025 (the “2025 Financial Statements”) to be included in the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2025.

UHY’s audit reports on the Company’s consolidated financial statements as of and for the years ended December 31, 2024 and 2023 did not contain any adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended December 31, 2024 and 2023, and the subsequent interim periods from January 1, 2025 through the date of this Current Report on Form 8-K, there have been no: (i) “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with UHY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of UHY, would have caused UHY to make reference thereto in its reports; or (ii) “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

The Company anticipates that UHY will complete its audit of the 2025 Financial Statements. The Company understands that the requirements of Item 304(a)(1)(iv) of Regulation S-K apply up to the date UHY issues its final report on the 2025 Financial Statements. In the event any “disagreement” or “reportable event” (as those terms are defined in Item 304(a)(1)(iv) and (v) of Regulation S-K) occurs after the date of this Form 8-K but prior to the issuance of that report, the Company will amend this Form 8-K to report such matters.

In accordance with Item 304(a)(3) of Regulation S-K, the Company provided UHY with a copy of the foregoing disclosures and requested that UHY provide a letter addressed to the Securities and Exchange Commission stating whether it agrees with such disclosures and, if not, stating the respects in which it does not agree. Attached as Exhibit 16.1 hereto is a copy of UHY’s letter, dated December 10, 2025, stating its agreement with such disclosures.

(b) Appointment of New Independent Registered Public Accounting Firm.

On December 4, 2025, in connection with its approval of the dismissal of UHY, the Audit Committee approved the engagement of BDO India Services Private Limited (“BDO India”) as the Company’s new independent registered public accounting firm. BDO India’s appointment will be for the Company’s fiscal year ending December 31, 2026 and related interim periods.

During the two most recent fiscal years ended December 31, 2024 and December 31, 2023, and the subsequent interim periods from January 1, 2025 through the date of this Current Report on

Form 8-K, neither the Company, nor any party on its behalf, consulted with BDO India regarding either (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the Company’s financial statements, and no written reports or oral advice were provided to the Company by BDO India that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of (a) a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K or (b) a reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
16.1		Letter from UHY LLP dated December 10, 2025
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.
By:		/s/ Kannan Sugantharaman
Name:		Kannan Sugantharaman
Title:		Chief Financial Officer

December 10, 2025

FAQ

What auditor change did Mastech Digital (MHH) announce?

Mastech Digital’s Audit Committee approved the dismissal of UHY LLP as independent registered public accounting firm, effective after UHY completes the audit for the year ending December 31, 2025, and approved the engagement of BDO India Services Private Limited as the new auditor for the fiscal year ending December 31, 2026 and related interim periods.

Why was UHY LLP dismissed as Mastech Digital’s auditor?

The company states that its Audit Committee approved UHY LLP’s dismissal and that UHY will complete the 2025 audit, but it does not provide a specific reason; it emphasizes that prior audit opinions were not adverse or qualified and that there were no disagreements or reportable events during the covered periods.

Were there any disagreements between Mastech Digital and UHY LLP?

Mastech Digital reports that during the fiscal years ended December 31, 2024 and 2023 and the interim periods from January 1, 2025 through the report date, there were no disagreements with UHY on accounting principles, financial statement disclosure, or audit scope or procedures, and no reportable events as defined in Regulation S-K Item 304.

What did UHY LLP say about Mastech Digital’s disclosure of the auditor change?

The company provided UHY LLP with its disclosure and requested a response; UHY sent a letter dated December 10, 2025, stating its agreement with the company’s description of the relationship and the change in auditors, which is included as Exhibit 16.1.

Did Mastech Digital consult BDO India before appointing it as auditor?

The company states that, during the two most recent fiscal years and subsequent interim periods, neither it nor anyone on its behalf consulted with BDO India on the application of accounting principles to specific transactions, on the type of audit opinion that might be issued, or on any matter involving disagreements or reportable events.

When will BDO India begin auditing Mastech Digital’s financial statements?

BDO India is engaged as Mastech Digital’s independent registered public accounting firm for the company’s fiscal year ending December 31, 2026 and the related interim periods.