Mastech Digital (MHH) awards 150,000 stock options to CFO and COO Kannan

Rhea-AI Filing Summary

Mastech Digital, Inc. granted its CFO and COO, Sugantharaman Kannan, a non-qualified stock option to purchase 150,000 shares of common stock on April 14, 2025. The option has an exercise price of $7.60 per share and expires on April 14, 2035.

The award vests in tranches: 18,750 shares on each of April 14, 2026, 2027, 2028, and 2029, with the remaining shares vesting only if the company’s Quarterly Average Market Capitalization exceeds $300,000,000, $450,000,000, and $600,000,000 during his employment.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Sugantharaman Kannan

Role CFO and COO

Type	Security	Shares	Price	Value
Grant/Award	Employee Stock Option (Right to Buy)	150,000	$0.00	--

Holdings After Transaction: Employee Stock Option (Right to Buy) — 150,000 shares (Direct)

Footnotes (1)

1. On April 14, 2025, Mr. Sugantharaman received an award of a non-qualified stock options to purchase 150,000 shares of common stock of the Company. The options will vest as follows: (i) 18,750 shares will vest on April 14, 2026; (ii) 18,750 shares will vest on April 14, 2027; (iii) 18,750 shares will vest on April 14, 2028; (iv) 18,750 shares will vest on April 14, 2029; (v) 37,500 shares will vest on the first date during Mr. Sugantharaman's term of employment that the Company's Quarterly Average Market Capitalization (as defined in the stock option agreement executed by Mr. Sugantharaman with respect to the options) is greater than $300,000,000; (vi) 18,750 shares will vest on the first date during Mr. Sugantharaman's term of employment that the Company's Quarterly Average Market Capitalization is greater than $450,000,000; and (Continued from footnote 1) (vii) 18,750 shares will vest on the first date during Mr. Sugantharaman's term of employment that the Company's Quarterly Average Market Capitalization is greater than $600,000,000.

Key Figures

Option grant size: 150,000 options Exercise price: $7.60 per share Expiration date: April 14, 2035 +4 more

7 metrics

Option grant size 150,000 options Non-qualified stock options granted April 14, 2025

Exercise price $7.60 per share Strike price for granted options

Expiration date April 14, 2035 Option term end date

Time-based vesting tranches 18,750 shares each year Vest on April 14, 2026-2029

Market cap milestone 1 $300,000,000 Triggers vesting of 37,500 shares

Market cap milestone 2 $450,000,000 Triggers vesting of 18,750 shares

Market cap milestone 3 $600,000,000 Triggers vesting of 18,750 shares

Key Terms

non-qualified stock options, Quarterly Average Market Capitalization, vesting, Employee Stock Option (Right to Buy), +1 more

5 terms

non-qualified stock options financial

"received an award of a non-qualified stock options to purchase 150,000 shares"

Non-qualified stock options are a type of employee benefit that gives individuals the right to buy company shares at a set price, usually lower than the market value, within a certain period. Unlike other options that may have special tax advantages, these options are taxed as income when exercised, which can affect how much money the employee or investor ultimately gains. They are important because they can influence company compensation strategies and impact the financial outcomes for employees and investors.

Quarterly Average Market Capitalization financial

"the Company's Quarterly Average Market Capitalization is greater than $300,000,000"

vesting financial

"The options will vest as follows: (i) 18,750 shares will vest on April 14, 2026"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

Employee Stock Option (Right to Buy) financial

"security_title: "Employee Stock Option (Right to Buy)""

exercise price financial

"conversion_or_exercise_price: "7.6000""

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Sugantharaman Kannan

(Last) (First) (Middle)

C/O MASTECH DIGITAL, INC.

1305 CHERRINGTON PKWY, BLDG 210, STE 400

(Street)

MOON TOWNSHIP PENNSYLVANIA 15108

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Mastech Digital, Inc. [ MHH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO and COO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/14/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

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
Employee Stock Option (Right to Buy)	$7.6	04/14/2025		A		150,000		(1)(2)	04/14/2035	Common Stock	150,000	$0	150,000	D

Explanation of Responses:

1. On April 14, 2025, Mr. Sugantharaman received an award of a non-qualified stock options to purchase 150,000 shares of common stock of the Company. The options will vest as follows: (i) 18,750 shares will vest on April 14, 2026; (ii) 18,750 shares will vest on April 14, 2027; (iii) 18,750 shares will vest on April 14, 2028; (iv) 18,750 shares will vest on April 14, 2029; (v) 37,500 shares will vest on the first date during Mr. Sugantharaman's term of employment that the Company's Quarterly Average Market Capitalization (as defined in the stock option agreement executed by Mr. Sugantharaman with respect to the options) is greater than $300,000,000; (vi) 18,750 shares will vest on the first date during Mr. Sugantharaman's term of employment that the Company's Quarterly Average Market Capitalization is greater than $450,000,000; and

2. (Continued from footnote 1) (vii) 18,750 shares will vest on the first date during Mr. Sugantharaman's term of employment that the Company's Quarterly Average Market Capitalization is greater than $600,000,000.

	/s/ Jennifer Lacey, Attorney-in-fact	04/08/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Mastech Digital (MHH) report for Sugantharaman Kannan?

Mastech Digital reported that CFO and COO Sugantharaman Kannan received a grant of non-qualified stock options for 150,000 shares of common stock on April 14, 2025, as part of his compensation package with specified time- and performance-based vesting conditions.

What is the exercise price of the new stock options granted by Mastech Digital (MHH)?

The granted non-qualified stock options have an exercise price of $7.60 per share. This means Mr. Kannan can purchase Mastech Digital common stock at $7.60 per share once the options vest and are exercised, subject to the stated vesting schedule and expiration date.

How many Mastech Digital (MHH) shares are covered by Sugantharaman Kannan’s new option grant?

The option grant covers 150,000 shares of Mastech Digital common stock. All 150,000 shares are subject to vesting over time and upon meeting market capitalization performance targets before the options can be exercised for underlying shares.

What is the vesting schedule for Sugantharaman Kannan’s Mastech Digital (MHH) stock options?

The options vest as follows: 18,750 shares on April 14 of 2026, 2027, 2028, and 2029. Additional tranches vest when the company’s Quarterly Average Market Capitalization first exceeds $300M, $450M, and $600M during his employment.

What performance conditions are attached to the Mastech Digital (MHH) option grant?

Several tranches vest only when Mastech Digital’s Quarterly Average Market Capitalization exceeds $300,000,000, then $450,000,000, and finally $600,000,000 during Mr. Kannan’s term of employment, aligning part of the award with market value milestones.

When do Sugantharaman Kannan’s Mastech Digital (MHH) stock options expire?

The non-qualified stock options granted to Mr. Kannan expire on April 14, 2035. After this expiration date, any unexercised vested options will lapse and can no longer be used to purchase Mastech Digital common stock at the $7.60 exercise price.