Mastech Digital, Inc 8-K/A, filed Apr 8, 2026
Mastech Digital, Inc. (MHH)
About this 8-K/A
Mastech Digital, Inc filed this 8-K/A on April 8, 2026, reporting on events of March 30, 2026.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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
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. |
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10.1 |
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Restricted Stock Agreement dated March 30, 2026, between Mastech Digital, Inc. and Nirav Patel |
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104 |
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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.
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MASTECH DIGITAL, INC. |
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Date: |
April 3, 2026 |
By: |
/s/ Kannan Sugantharaman |
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Kannan Sugantharaman, Chief Financial Officer |
MASTECH DIGITAL, INC.
2008 STOCK INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
(as amended and restated)
THIS RESTRICTED STOCK AGREEMENT, is made as of the date set forth on Schedule A hereto (the “Grant Date”) by and between Mastech Digital, Inc., a Pennsylvania corporation (the “Corporation”), and the person named on Schedule A hereto (the “Grantee”).
WHEREAS, Grantee is a valuable employee of the Corporation or one of its subsidiaries (each, an “Affiliate”) and the Corporation considers it desirable and in its best interest that Grantee be given an inducement to acquire a proprietary interest in the Corporation and an incentive to advance the interests of the Corporation by granting the Grantee restricted shares of common stock, par value $.01 per share, of the Corporation (the “Stock”); and
WHEREAS, the Corporation has adopted the 2008 Stock Incentive Plan (the "Plan") under which the Corporation may grant restricted shares of Stock (the “Restricted Shares”) to key employees of the Corporation subject to restrictions set forth in the Plan and this Restricted Stock Agreement (this “Agreement”).
NOW THEREFORE, the parties hereto, intending to be legally bound, hereby agree that as of the Grant Date, the Corporation hereby grants Grantee the number of Restricted Shares set forth on Schedule A hereto, representing authorized and unissued Stock, upon the terms and conditions set forth in the Plan and this Agreement.
SECTION 1: Stock Award
SECTION 2: Restrictions on Transfer
"The sale, transfer, assignment, pledge or other disposition of the shares represented by this certificate is subject to the restrictions set forth in the Mastech Digital, Inc. 2008 Stock Incentive Plan
and in the Restricted Stock Agreement, copies of each of which are available for inspection at the
principal office of Mastech Digital, Inc. No such transaction shall be recognized as valid or effective unless there shall have been compliance with the terms and conditions of such Agreement."
SECTION 3: Lapse of Restrictions and Forfeiture of Restricted Shares
SECTION 4: Miscellaneous
1933 (as the same shall be in effect from time to time) or to take any other affirmative action in order to cause the award of Restricted Shares under the Plan, the lapsing of restrictions thereon or the delivery of certificates therefore to comply with any law or regulation in effect from time to time.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
MASTECH DIGITAL, INC.
By: /s/ Kannan Sugantharaman
GRANTEE
By: /s/ Nirav Patel
Schedule A
In accordance with his Executive Employment Agreement dated November 1, 2024, 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.
In lieu of cash payment of his 2025 annual performance bonus, Mr. Patel and the Board have agreed to pay such bonus in the form of restricted shares, subject to immediate vesting. Mr. Patel’s proposal was carefully reviewed by the Compensation Committee of the Board and determined to be in the best interests of the Company. The Compensation Committee determined the number of awarded restricted shares based on a 30-day volume-weighted average price (VWAP) of $6.15.
/s/ KS
Initials of Authorized Officer of MASTECH DIGITAL, INC.
/s/ NP
Grantee's Initials