Mastech Digital, Inc 10-Q for FY2026 Q3
Mastech Digital, Inc. (MHH)
About this 10-Q
Mastech Digital, Inc filed this 10-Q on October 30, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Mastech Digital reported nine-month revenue of $124.5 million, down 14.7% from $145.9 million, while gross margin rose to 28.2% from 27.5%. Data & AI bookings totaled approximately $38.0 million, and cash totaled $37.9 million with no bank debt. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $41.99M
- down 13.4% from $48.5M a year earlier
- Net income
- $7000
- down 99.3% from net income of $941K a year earlier
- Diluted EPS
- $0.00
- compared with $0.08 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The number of shares of the registrant’s Common Stock, par value $.01 per share, outstanding as of October 30, 2026 was
MASTECH DIGITAL, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED September 30, 2026
TABLE OF CONTENTS
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PART 1 |
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Item 1. |
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(a) |
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(b) |
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(c) |
Condensed Consolidated Balance Sheets (Unaudited) as of September 30, 2026 and December 31, 2025 |
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(d) |
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(e) |
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Notes to Condensed Consolidated Financial Statements (Unaudited) |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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Item 4. |
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PART II |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 5. |
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Item 6. |
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2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MASTECH DIGITAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
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Three Months Ended |
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Nine Months Ended |
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2026 |
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2025 |
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2026 |
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2025 |
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Revenues |
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$ |
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$ |
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$ |
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$ |
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Cost of revenues |
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Gross profit |
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Selling, general and administrative expenses |
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Income (loss) from operations |
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Interest income (expense), net |
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Other income (expense), net |
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Income (loss) before income taxes |
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Income tax expense (benefit) |
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Net income (loss) |
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$ |
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$ |
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Earnings (loss) per share: |
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Basic |
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$ |
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Diluted |
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$ |
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$ |
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Weighted average common shares outstanding: |
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Basic |
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Diluted |
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The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
3
MASTECH DIGITAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Amounts in thousands)
(Unaudited)
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Three Months Ended |
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Nine Months Ended |
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2026 |
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2025 |
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2026 |
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2025 |
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Net income (loss) |
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$ |
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$ |
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$ |
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Other comprehensive income (loss): |
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Foreign currency translation adjustments |
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Total other comprehensive income (loss), net of taxes |
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Total comprehensive income (loss) |
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$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
4
MASTECH DIGITAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
(Unaudited)
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September 30, |
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December 31, |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable, net of allowance for credit losses of $ |
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Unbilled receivables |
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Prepaid and other current assets |
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Total current assets |
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Equipment, enterprise software, and leasehold improvements, at cost: |
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Equipment |
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Enterprise software |
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Leasehold improvements |
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Less – accumulated depreciation and amortization |
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Net equipment, enterprise software, and leasehold improvements |
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Operating lease right-of-use assets, net |
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Deferred income taxes |
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Deferred financing costs, net |
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Deferred compensation, net |
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Non-current deposits |
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Goodwill, net of impairment |
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Intangible assets, net of amortization |
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Total assets |
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$ |
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$ |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable |
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Accrued payroll and related costs |
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Current portion of operating lease liability |
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Other accrued liabilities |
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Deferred revenue |
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Total current liabilities |
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Long-term liabilities: |
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Long-term operating lease liability, less current portion |
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Long-term severance liability |
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Total liabilities |
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Shareholders’ equity: |
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Preferred Stock, |
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Common Stock, par value $ |
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Additional paid-in-capital |
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Retained earnings |
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Accumulated other comprehensive income (loss) |
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( |
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( |
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Treasury stock, at cost; |
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( |
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( |
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Total shareholders’ equity |
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Total liabilities and shareholders’ equity |
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$ |
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$ |
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5
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
6
MASTECH DIGITAL, INC.
(Amounts in thousands)
(Unaudited)
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Common |
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Additional |
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Accumulated |
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Treasury |
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Accumulated |
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Total |
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Balances, December 31, 2025 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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Other comprehensive (loss), net of taxes |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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Stock options exercised |
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— |
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— |
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— |
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Balances, March 31, 2026 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
( |
) |
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$ |
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Net (loss) |
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— |
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— |
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( |
) |
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— |
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— |
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( |
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Employee common stock purchases |
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— |
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— |
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— |
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— |
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Other comprehensive (loss), net of taxes |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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Stock options exercised |
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— |
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— |
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— |
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— |
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Balances, June 30, 2026 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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Other comprehensive (loss), net of tax |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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Stock options exercised (1) |
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— |
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— |
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— |
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— |
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Balances, September 30, 2026 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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(1)
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Common |
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Additional |
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Accumulated |
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Treasury |
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Accumulated |
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Total |
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Balances, December 31, 2024 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Net (loss) |
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— |
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— |
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( |
) |
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— |
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— |
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( |
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Other comprehensive gain, net of taxes |
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— |
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— |
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— |
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— |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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Stock Options Exercised |
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— |
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— |
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— |
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— |
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Balances, March 31, 2025 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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Employee common stock purchases |
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— |
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— |
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— |
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— |
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Other comprehensive (loss), net of taxes |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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Stock options exercised |
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— |
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— |
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— |
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— |
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Shares repurchased |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Balances, June 30, 2025 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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Other comprehensive (loss), net of tax |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
Stock-based compensation expense |
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— |
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— |
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— |
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— |
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Stock options exercised |
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— |
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— |
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— |
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Purchase of treasury stock |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
Balances, September 30, 2025 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
7
MASTECH DIGITAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
|
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Nine Months Ended |
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|||||
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2026 |
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2025 |
|
||
OPERATING ACTIVITIES: |
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Net income (loss) |
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$ |
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$ |
( |
) |
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Adjustments to reconcile net income (loss) to cash provided by (used in) |
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Depreciation and amortization |
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Bad debt expense (recovery), net |
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( |
) |
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Interest amortization of deferred financing costs |
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Stock-based compensation expense |
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Deferred income taxes, net |
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( |
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Operating lease assets and liabilities, net |
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Amortization of deferred compensation |
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Unrealized FX on monetary items |
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( |
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( |
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Loss on disposition of fixed assets |
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Working capital items: |
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Accounts receivable and unbilled receivables |
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Prepaid and other current assets |
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( |
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( |
) |
Accounts payable |
|
|
( |
) |
|
|
( |
) |
Accrued payroll and related costs |
|
|
( |
) |
|
|
|
|
Other accrued liabilities |
|
|
( |
) |
|
|
|
|
Deferred revenue |
|
|
|
|
|
( |
) |
|
Net cash flows provided by (used in) operating activities |
|
|
|
|
|
|
||
INVESTING ACTIVITIES: |
|
|
|
|
|
|
||
Recovery of (payment for) non-current deposits |
|
|
( |
) |
|
|
( |
) |
Capital expenditures |
|
|
( |
) |
|
|
( |
) |
Net cash flows (used in) investing activities |
|
|
( |
) |
|
|
( |
) |
FINANCING ACTIVITIES: |
|
|
|
|
|
|
||
Proceeds from ESPP and the issuance of common shares |
|
|
|
|
|
|
||
Purchase of treasury stock |
|
|
|
|
|
( |
) |
|
Proceeds from the exercise of stock options |
|
|
|
|
|
|
||
Net cash flows provided by (used in) financing activities |
|
|
|
|
|
( |
) |
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
( |
) |
|
|
( |
) |
Net change in cash and cash equivalents |
|
|
|
|
|
|
||
Cash and cash equivalents, beginning of period |
|
|
|
|
|
|
||
Cash and cash equivalents, end of period |
|
$ |
|
|
$ |
|
||
Certain prior period amounts have been reclassified to conform to the current period presentation, including revisions to the classification of certain cash flow items.
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
8
MASTECH DIGITAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2026 and 2025
(Unaudited)
Basis of Presentation
References in this Quarterly Report on Form 10-Q to “we”, “our”, “Mastech Digital”, “Mastech” or “the Company” refer collectively to Mastech Digital, Inc. and its wholly owned operating subsidiaries, which are included in these Condensed Consolidated Financial Statements (the “Financial Statements”).
Description of Business
We are a provider of Digital Transformation IT services to primarily large and medium-sized organizations.
Our portfolio of offerings includes a combination of professional services and staffing solutions designed to support our clients’ digital and technology initiatives. Beginning on January 1, 2026, we report our operations through two segments: Talent and Data & AI. This change reflects a realignment of the Company's internal management and reporting structure under its operating strategy, whereby the Chief Operating Decision Maker evaluates operating performance and allocates resources based on these two segments. Prior-period segment information has been recast to conform to the current presentation.
The Data & AI segment consists of direct client engagements that are managed as services-led accounts. These offerings include data management and analytics, digital transformation consulting, AI and Industry Solutions, data engineering and IT services, and managed services. These services are delivered through a mix of on-site and offshore resources and may be structured as project-based, time-and-materials, or fixed-price arrangements. Our capabilities in this segment have been expanded through acquisitions, including InfoTrellis, Inc. ("InfoTrellis") in 2017, which added specialized data and analytics expertise, and AmberLeaf Partners, Inc. ("AmberLeaf") in 2020, which enhanced our customer experience consulting and managed services offerings.
The Talent segment consists of staffing engagements that provide clients with access to skilled technology professionals across a broad range of digital and mainstream IT disciplines. These engagements include both intermediated arrangements through managed service providers (“MSPs”) and system integrators, as well as certain direct client staffing relationships that are managed as staffing-only engagements. Our digital technology capabilities include data management, analytics, cloud, mobility, social, and artificial intelligence. We serve organizations with significant IT spending and recurring staffing needs, as well as clients with project-based staffing requirements.
Accounting Principles
Principles of Consolidation
9
Critical Accounting Policies
Please refer to Note 1 “Summary of Significant Accounting Policies” of the Consolidated Financial Statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2025, for a more detailed discussion of our significant accounting policies and critical accounting estimates. There were no material changes to these critical accounting policies during the nine months ended September 30, 2026.
Segment Reporting
The Company has two reportable segments, in accordance with Accounting Standards Codification (“ASC”) Topic 280 “Disclosures About Segments of an Enterprise and Related Information”: Talent and Data & AI. See Note 12, "Business Segments and Geographic Information", for additional information regarding the Company's reportable segments.
The Company recognizes revenue on time-and-material contracts over time as services are performed and expenses are incurred. Time-and-material contracts typically bill at an agreed-upon hourly rate, plus out-of-pocket expense reimbursement. Out-of-pocket expense reimbursement amounts vary by assignment, but on average represent less than
The Company recognizes revenue on fixed price contracts over time as services are rendered and uses a cost-based input method to measure progress. Determining a measure of progress requires management to make judgments that affect the timing of revenue recognized. Under the cost-based input method, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. Revenues, including estimated fees or profits, are recorded proportionally as costs are incurred. The Company has determined that the cost-based input method provides a fair depiction of the transfer of goods or services to the customer. Estimated losses are recognized immediately in the period in which current estimates indicate a loss. We record deferred revenues when cash payments are received or due in advance of our performance, including amounts which may be refundable.
The Company’s time-and-material and fixed price revenue streams are recognized over time as the customer receives and consumes the benefits of the Company’s performance as the work is performed.
In certain situations related to client direct hire assignments, where the Company’s fee is contingent upon the hired resources continued employment with the client, revenue is not fully recognized until such employment conditions are satisfied.
We do not sell, lease or otherwise market computer software or hardware, and, essentially,
Each contract the Company enters into is assessed to determine the promised services to be performed and includes identification of the performance obligations required by the contract. In substantially all of our contracts, we have identified a single performance obligation for each contract either because the promised services are distinct, or the promised services are highly interrelated and interdependent and therefore represent a combined single performance obligation.
Beginning on January 1, 2026, the Company reports its operations through two segments: Talent and Data & AI.
The Data & AI segment provides direct client engagements that are managed as services-led accounts. These offerings include data management and analytics, digital transformation consulting, AI and Industry Solutions, staffing to direct customers, data engineering and IT services, and managed services. Engagements are typically project-based and may be structured as time-and-material or fixed-price arrangements and delivered using a combination of on-site and offshore resources.
The Talent segment consists of staffing engagements that provide clients with access to skilled technology professionals across a broad range of digital and mainstream IT disciplines. These engagements include both intermediated arrangements through managed service providers and system integrators, as well as certain direct client staffing relationships that are managed as staffing-only engagements. Substantially all revenue within this segment is recognized over time as services are performed, generally based on hours worked.
10
The following table depicts the disaggregation of our revenues by contract type and operating segment:
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
|
|
(Amounts in thousands) |
|
|||||||||||||
Data and AI Segment |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Time-and-material Contracts |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Fixed-price Contracts |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Subtotal Data & AI |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Talent Segment |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Time-and-material Contracts |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Subtotal Talent |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total Revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
For the three months ended September 30, 2026, the Company had
For the three months ended September 30, 2025, the Company had
The Company’s top ten clients represented approximately
The following table presents our revenue from external customers disaggregated by geography, based on the work location of our customers:
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
|
|
(Amounts in thousands) |
|
|||||||||||||
United States |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Canada |
|
|
|
|
|
|
|
|
|
|
|
|
||||
India and Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Goodwill is allocated to the Company’s reporting units within its Talent and Data & AI segments. In connection with the Company’s adoption of its revised segment reporting structure effective January 1, 2026, goodwill and identifiable intangible assets were reassigned to the Company’s reporting units using a relative fair value approach. The reassignment did not impact the Company’s total consolidated goodwill or intangible asset balances.
Goodwill associated with the Talent segment relates to the Company’s 2015 acquisition of Hudson Global Resources Management’s U.S. IT staffing business. Goodwill associated with the Data & AI segment includes amounts related to the Company’s acquisitions of the services division of InfoTrellis in 2017 and AmberLeaf in 2020, as well as a portion of goodwill originally arising from the Company’s 2015 acquisition of Hudson Global Resources Management’s U.S. IT staffing business that was reallocated in connection with the segment realignment.
11
The Company recorded goodwill impairment charges of $
A continued decline in operating performance or adverse changes in market conditions affecting the Company’s Talent segment could adversely affect the estimated fair value of the related reporting unit. If such trends persist, there is a risk that a goodwill impairment charge may be required in a future reporting period.
A reconciliation of the beginning and ending amounts of goodwill by operating segment for the periods ended September 30, 2026 and December 31, 2025 is as follows:
|
|
Nine Months Ended |
|
|
Twelve Months Ended |
|
||
|
|
(in thousands) |
|
|||||
Talent: |
|
|
|
|
|
|
||
Beginning balance |
|
$ |
|
|
$ |
|
||
Goodwill recorded |
|
|
|
|
||||
Impairment |
|
|
|
|
||||
Ending Balance |
|
$ |
|
|
$ |
|
||
|
|
Nine Months Ended |
|
|
Twelve Months Ended |
|
||
|
|
(in thousands) |
|
|||||
Data & AI: |
|
|
|
|
|
|
||
Beginning balance |
|
$ |
|
|
$ |
|
||
Goodwill recorded |
|
|
|
|
||||
Impairment |
|
|
|
|
||||
Ending Balance |
|
$ |
|
|
$ |
|
||
The Company is amortizing the identifiable intangible assets on a straight-line basis over estimated average lives ranging from 3 to 12 years. Identifiable intangible assets were comprised of the following as of September 30, 2026 and December 31, 2025:
|
|
As of September 30, 2026 |
|
|||||||||||||
(Amounts in thousands) |
|
Amortization |
|
|
Gross Carrying |
|
|
Accumulative |
|
|
Net Carrying |
|
||||
Talent: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Client relationships |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Covenant-not-to-compete |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Trade name |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Data & AI: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Client relationships |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Covenant-not-to-compete |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Trade name |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Technology |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Intangible Assets |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
12
|
|
As of December 31, 2025 |
|
|||||||||||||
(Amounts in thousands) |
|
Amortization |
|
|
Gross Carrying |
|
|
Accumulative |
|
|
Net Carrying |
|
||||
Talent: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Client relationships |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Covenant-not-to-compete |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Trade name |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Data & AI: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Client relationships |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Covenant-not-to-compete |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Trade name |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Technology |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Intangible Assets |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Amortization expense for the three and nine months ended September 30, 2026, totaled $
The estimated aggregate amortization expense for intangible assets for the years ending December 31, 2026 through 2030 is as follows:
|
|
Years Ended December 31, |
|
|||||||||||||||||
|
|
2026 |
|
|
2027 |
|
|
2028 |
|
|
2029 |
|
|
2030 |
|
|||||
|
|
(Amounts in thousands) |
|
|||||||||||||||||
Amortization expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
The Company rents certain office facilities under noncancelable operating leases. As of September 30, 2026, approximately
The following table summarizes the balance sheet classification of the lease assets and related lease liabilities:
|
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||
|
|
(in thousands) |
|
|||||
Assets: |
|
|
|
|
|
|
||
Long-term operating lease right-of-use assets |
|
$ |
|
|
$ |
|
||
Liabilities: |
|
|
|
|
|
|
||
Short-term operating lease liability |
|
$ |
|
|
$ |
|
||
Long-term operating lease liability |
|
|
|
|
|
|
||
Total Liabilities |
|
$ |
|
|
$ |
|
||
13
Future minimum rental payments for office facilities and equipment under the Company’s noncancelable operating leases are as follows:
|
|
Amount as of |
|
|
|
|
(in thousands) |
|
|
2026 (for remainder of year) |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
Thereafter |
|
|
|
|
Total |
|
$ |
|
|
Less: Imputed interest |
|
|
( |
) |
Present value of operating lease liabilities |
|
$ |
|
|
The weighted average discount rate used to calculate the present value of future lease payments was
We recognize rent expense for these leases on a straight-line basis over the lease term. Rental expense for the three and nine months ended September 30, 2026 totaled $
Cash paid for lease liabilities for the three and nine months ended September 30, 2026 totaled $
During the three and nine months ended September 30, 2026, the Company obtained right-of-use assets in exchange for operating lease liabilities of $
The Company has begun evaluating options to exit its Pittsburgh, Pennsylvania office lease and to lease space in the area that better meets its current space needs. No decision has been made.
In the ordinary course of our business, the Company is involved in a number of lawsuits and administrative proceedings. While uncertainties are inherent in the final outcome of these matters, the Company’s management believes, after consultation with legal counsel, that the disposition of these proceedings should not have a material adverse effect on our financial position, results of operations or cash flows.
14
In 2008, the Company adopted a Stock Incentive Plan. This stock incentive plan was amended and restated effective as of May 14, 2024 and further amended on May 14, 2025 and May 13, 2026 (as amended from time to time, the “Plan”). The Plan provides that up to
The following table summarizes the equity awards granted during the three and nine months ended September 30, 2026 and 2025:
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Equity Awards Granted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restricted stock awards (shares) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stock options (shares) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Average exercise price (options) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Restricted stock units (RSUs) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Of the restricted stock granted during the nine months ended September 30, 2026,
The following table summarizes stock-based compensation expense during the three and nine months ended September 30, 2026 and 2025:
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Stock based compensation expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Stock-based compensation expense is included in selling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Operations.
The following table summarizes shares of Common Stock issued pursuant to equity awards under the Plan during the three and nine months ended September 30, 2026 and 2025:
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Shares Issued |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restricted stock vesting |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stock option exercises (1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total shares issued |
|
|
|
|
|
|
|
|
|
|
|
|
||||
15
The Company’s 2019 Employee Stock Purchase Plan (the “ESPP”) was terminated by the Board of Directors on February 16, 2026, effective July 1, 2026, following completion of the offering period ended June 30, 2026. No further offering periods under the ESPP will commence. Under the ESPP, eligible employees could purchase common stock at a
On July 13, 2017, the Company entered into a Credit Agreement (the “Credit Agreement”) with PNC Bank, as administrative agent, swing loan lender and issuing lender, PNC Capital Markets LLC, as sole lead arranger and sole book-runner, and certain financial institution parties thereto as lenders (the “Lenders”). The Credit Agreement, as amended, provides for a total aggregate commitment of $
The Revolver expires in December 2026 and includes swing loan and letter of credit sub-limits in the aggregate amount not to exceed $
Amounts borrowed under the Term Loan were required to be repaid in consecutive quarterly installments of $
Borrowings under the Revolver and the Term Loan, which may be made at the Company’s election, bear interest at either (a) the higher of PNC’s prime rate or the federal funds rate plus
The Company pledged substantially all of its assets in support of the Credit Agreement. The Credit Agreement contains standard financial covenants, including, but not limited to, covenants related to the Company’s senior leverage ratio and fixed charge ratio (as defined under the Credit Agreement) and limitations on liens, indebtedness, guarantees, contingent liabilities, loans and investments, distributions, leases, asset sales, stock repurchases and mergers and acquisitions. As of September 30, 2026, the Company was in compliance with all applicable provisions of the Credit Agreement.
In connection with securing the commitments under the Credit Agreement and the April 20, 2018, October 1, 2020, December 29, 2021 and December 29, 2023 amendments to the Credit Agreement, the Company paid a commitment fee and incurred deferred financing costs totaling $
16
As of September 30, 2026, and December 31, 2025, the Company’s outstanding borrowings under the Revolver totaled
The Company is currently in discussions with the lenders to extend the maturity of the Credit Agreement. While the extension has not been finalized as of the date of these financial statements, the Company expects the amendment process to be completed during the fourth quarter of 2026.
The components of income (loss) before taxes, as shown in the accompanying Financial Statements, consisted of the following for the three and nine months ended September 30, 2026 and 2025:
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
|
|
(Amounts in thousands) |
|
|||||||||||||
Income (loss) before income taxes: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Domestic |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
Foreign |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) before income taxes: |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
The Company has foreign subsidiaries that generate revenues from non-U.S.-based clients and provide services to the Company’s U.S. operations. As a result, a portion of the Company's earnings is subject to the foreign tax jurisdictions, which may have tax rates that differ from those in the United States.
The provision (benefit) for income taxes, as shown in the accompanying Financial Statements, consisted of the following for the three and nine months ended September 30, 2026 and 2025:
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
|
|
(Amounts in thousands) |
|
|||||||||||||
Current provision (benefit): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Federal |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
State |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Foreign |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total current provision (benefit) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deferred provision (benefit): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Federal |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
State |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Foreign |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total deferred provision (benefit) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Change in valuation allowance |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total provision (benefit) for income taxes |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
17
The reconciliation of income taxes computed using the statutory U.S. income tax rate and the provision (benefit) for income taxes for the three and nine months ended September 30, 2026 and 2025, were as follows (amounts in thousands):
(Amounts in thousands) |
|
Three Months Ended |
|
|
Three Months Ended |
|
||||||||||
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
|||||
State income taxes, net of federal tax benefit |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stock-based compensation shortfalls |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-deductible executive compensation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Difference in income tax rate on foreign |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Change in valuation allowance |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||
|
|
|||||||||||||||
(Amounts in thousands) |
|
Nine Months Ended |
|
|
Nine Months Ended |
|
||||||||||
Income taxes computed at the federal statutory rate |
|
$ |
|
|
|
% |
|
$ |
( |
) |
|
|
( |
)% |
||
State income taxes, net of federal tax benefit |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Stock-based compensation shortfalls |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-deductible executive compensation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Difference in income tax rate on foreign |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
As of September 30, 2026 and December 31, 2025, the Company maintained a valuation allowance of approximately $
On February 16, 2026, the Board of Directors authorized a new share repurchase program under which the Company may repurchase up to $
Additionally, the Company may repurchase shares from time to time to satisfy employee tax withholding obligations related to its Stock Incentive Plan. The Company did
18
The computation of basic earnings (loss) per share is based on the Company's net income (loss) divided by the weighted average number of common shares outstanding. Diluted earnings (loss) per share reflect the potential dilution that could occur if outstanding stock options were exercised or restricted stock awards, or units settled, calculated using the treasury stock method.
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
|
|
(In thousands, except per share data) |
|
|||||||||||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average basic shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Effect of dilutive share-based awards |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average diluted shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic earnings per share |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
Diluted earnings per share |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Anti-dilutive shares excluded |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Beginning January 1, 2026, the Company reports its operations through
The Data & AI segment consists of direct client engagements that are managed as services-led accounts. These offerings include data management and analytics, digital transformation consulting, AI and Industry Solutions, staffing to direct customers, data engineering and IT services, and managed services. Engagements are typically project-based and may be structured as time-and-material or fixed-price arrangements and delivered using a combination of on-site and offshore resources.
The Talent segment consists of staffing engagements that provide clients with access to skilled technology professionals across a broad range of digital and mainstream IT disciplines. These engagements include both intermediated arrangements through managed service providers and system integrators that are managed as staffing-only engagements. Substantially all revenue within this segment is recognized over time as services are performed, generally based on hours worked.
19
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
|
|
(Amounts in thousands) |
|
|||||||||||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Data & AI |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Talent |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cost of Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Data & AI |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Talent |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total cost of revenues1 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Gross Profit: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Data & AI |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Talent |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total gross profit1 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Gross Margin %: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Data & AI |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Talent |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Total gross margin %1 |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Sales & Marketing Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Data & AI |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Talent |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total sales & marketing expenses |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
(1)
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
|
|
(Amounts in thousands) |
|
|||||||||||||
Operations Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Data & AI |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Talent |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total operations expenses |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
General & Administrative Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Data & AI |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Talent |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total general & administrative expenses |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Segment operating income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Data & AI |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Talent |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unallocated Cost: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of acquired intangible assets |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Finance and accounting transition expense |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Severance expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Interest income (expense), FX, gains (losses) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) before income taxes |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
20
Below is geographic information related to our revenues from external customers:
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
|
|
(Amounts in thousands) |
|
|||||||||||||
United States |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Canada |
|
|
|
|
|
|
|
|
|
|
|
|
||||
India and Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The Company does not disclose total assets by reportable segment, as such information is not regularly provided to the Company’s Chief Operating Decision Maker (“CODM”). A significant portion of the Company’s assets is utilized across both segments and is not specifically attributable to individual segments.
Recent Accounting Pronouncements not yet adopted
In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”. The amendments in this ASU require more detailed disclosures about an entity’s business expenses. Additional interim and annual reporting disclosures in the notes to financial statements include the amounts of inventory purchases, employee compensation, depreciation, amortization of intangible assets and a qualitative description of amounts that are not separately disclosed. The amendments in this ASU are effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the impact of the ASU on its financial disclosures.
Recently Adopted Accounting Pronouncements
In July 2025, the FASB issued ASU 2025-05, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets.” The amendments in this ASU introduce a practical expedient for all entities and provide entities other than public business entities with an accounting policy election when applying Topic 326 to current accounts receivable and contract assets arising from transactions under Topic 606, Revenue from Contracts with Customers. The practical expedient is intended to simplify the estimation of expected credit losses for short-term trade receivables and contract assets when such losses are expected to be immaterial. The amendments are effective for fiscal years beginning after December 15, 2025, including interim periods within those fiscal years. Early adoption is permitted. The Company adopted ASU 2025-05 on January 1, 2026. The adoption did not have a material impact on the Company's condensed consolidated financial statements.
A variety of proposed or otherwise potential accounting standards are currently under consideration by standard-setting organizations and certain regulatory agencies. Because of the tentative and preliminary nature of such proposed standards, management has not yet determined the effect, if any that the implementation of such proposed standards would have on the Company’s consolidated financial statements.
21
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion in conjunction with our audited consolidated financial statements and accompanying notes for the year ended December 31, 2025, included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on March 18, 2026.
This quarterly report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about future events, future performance, plans, strategies, expectations, prospects, competitive environment and regulations. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words, “may”, “will”, “expect”, “anticipate”, “believe”, “estimate”, “plan”, “intend” or the negative of these terms or similar expressions in this quarterly report on Form 10-Q. We have based these forward-looking statements on our current views with respect to future events and financial performance. Our actual financial performance could differ materially from those projected in the forward-looking statements due to the inherent uncertainty of estimates, forecasts and projections and our financial performance may be better or worse than anticipated. Given these uncertainties, you should not put undue reliance on any forward-looking statements. All of the forward-looking statements are qualified in their entirety by reference to the factors discussed under “Risk Factors”, “Forward-Looking Statements” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2025. Forward-looking statements represent our estimates and assumptions only as of the date that they were made. We do not undertake any duty to update forward-looking statements and the estimates and assumptions associated with them, after the date of this quarterly report on Form 10-Q, except to the extent required by applicable securities laws.
Website Access to SEC Reports:
The Company’s website is www.mastechdigital.com. The Company’s Annual Report on Form 10-K for the year ended December 31, 2025, current reports on Form 8-K and all other reports filed with the SEC, are available free of charge on the Investors page. The website is updated as soon as reasonably practical after such reports are filed electronically with the SEC.
Critical Accounting Policies
Please refer to Note 1 “Summary of Significant Accounting Policies” of the Consolidated Financial Statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2025 for a more detailed discussion of our significant accounting policies and critical accounting estimates. There were no material changes to these critical accounting policies during the nine months ended September 30, 2026.
2024 Primentor, Inc. Consulting Agreement
On January 12, 2024, the Company entered into a consulting services agreement with Primentor, Inc. (“Primentor”) under which Primentor provides to the Company strategic advisory and management consulting services, as well as other business and organizational strategy services as requested by the Company’s Board of Directors. The initial term of the agreement is three years, commencing on January 12, 2024. The Company may elect to renew the agreement for successive one-year terms, subject to mutual agreement with Primentor regarding the scope of services and related fees.
During 2024 and 2025, the Company incurred consulting expenses of approximately $1.1 million and $0.3 million, respectively. The Company expects to incur approximately $0.2 million in consulting expenses during 2026, plus reimbursement of reasonable and documented out-of-pocket expenses incurred by Primentor in rendering such services.
Transition of the Company’s finance and accounting functions to India:
During the first quarter of 2025, the Company’s Board of Directors made the decision to implement a long-term cost-cutting initiative to transition the Company’s finance and accounting functions to India. During 2025, the Company incurred $1.2 million of severance costs and $0.7 million of costs related to the duplication of resources and travel expenses during the training and knowledge transfer process. The transition was completed as of December 31, 2025.
22
Overview:
We are a provider of digital transformation IT services to primarily large and medium-sized organizations. Our portfolio combines project-based professional services with flexible staffing solutions to support our clients’ evolving digital and technology needs.
Effective January 1, 2026, we realigned our reporting structure and now operate through two reportable segments: Talent and Data & AI. This change reflects how management evaluates performance and allocates resources across our core offerings. Prior-period information has been recast to conform to the current presentation.
Our Data & AI segment is focused on delivering consulting and managed services engagements that help clients design, build, and optimize their data and digital platforms. These offerings are typically delivered on a project or managed services basis and leverage a combination of on-site and offshore delivery capabilities. Our Data & AI capabilities have been developed both organically and through acquisitions, including InfoTrellis in 2017, which expanded our data and analytics expertise, and AmberLeaf in 2020, which strengthened our customer experience and managed services offerings.
Our Talent segment provides staffing solutions that enable clients to access skilled technology professionals across a broad range of digital and mainstream IT disciplines. These engagements include both direct client relationships and intermediated arrangements through managed service providers and systems integrators. This segment allows clients to scale their technology teams efficiently while maintaining flexibility in response to changing business conditions.
Across both segments, we serve a diversified set of industries, including financial services, government, healthcare, manufacturing, retail, technology, telecommunications, and transportation. Our client base includes organizations with ongoing technology investment needs, as well as those undertaking discrete digital transformation initiatives.
Data & AI Segment:
We provide information regarding new bookings within our Data & AI segment, which represents the estimated value of client engagements, including renewals and extensions of existing contracts. We believe this metric provides useful insight into trends in the volume of new business over time. New bookings can vary significantly from period to period due to the timing of contract awards, particularly for larger engagements. The conversion of bookings into revenue is influenced by several factors, including the nature and scope of services, contract duration, and the pace of client spending. Additionally, substantially all of our client contracts are terminable by the client on short notice, with little or no termination penalties. New bookings involve estimates and judgments, and there are no third-party standards governing their calculation. Accordingly, bookings should not be considered a substitute for, or comparable to, revenue measures. We do not update previously reported bookings for subsequent contract modifications, terminations, or reductions.
Economic Trends and Outlook:
Our business outlook is influenced by general economic conditions in North America and globally. Demand for our services, particularly within the Talent segment, is closely tied to employment levels, corporate spending, and overall economic activity. Periods of economic expansion typically lead to increased demand for our services, while periods of economic uncertainty or contraction may result in reduced client spending. In recent periods, economic conditions have been characterized by ongoing uncertainty, including inflationary pressures, interest rate volatility, and evolving trade and immigration policies. These dynamics have contributed to longer client decision-making cycles and more cautious spending patterns.
A significant portion of our revenues is generated from a limited number of clients. As a result, our operating results may be impacted by the financial condition and spending patterns of these clients, which may cause our performance to differ from broader market trends.
Within the Talent segment, a meaningful portion of revenues is generated through relationships with systems integrators and managed service providers (“MSPs”). These arrangements may exert pressure on pricing and margins over time.
23
Results of Operations for the Three Months Ended September 30, 2026 as Compared to the Three Months Ended September 30, 2025:
Revenues:
Revenues for the three months ended September 30, 2026 totaled $42.0 million, compared to $48.5 million for the corresponding three-month period in 2025. This 13.4% year-over-year revenue decrease reflected a 16.4% revenue decrease in our Talent segment and a 6.8% decline in our Data & AI segment. For the three months ended September 30, 2026, the Company had one client that had revenues in excess of 10% of total revenues (Fidelity 28.5%). For the three months ended September 30, 2025, the Company had three clients that each had revenues in excess of 10% of total revenues (Fidelity = 18.1%, Populus = 12.7% and CGI = 10.4%). The Company’s top ten clients represented approximately 62% and 59% of total revenues for the three months ended September 30, 2026 and 2025, respectively.
Below is a tabular presentation of revenues by reportable segment for the three months ended September 30, 2026 and 2025, respectively:
Revenues (Amounts in millions) |
|
Three Months Ended |
|
|
Three Months Ended |
|
||
Data & AI |
|
$ |
14.1 |
|
|
$ |
15.2 |
|
Talent |
|
|
27.9 |
|
|
$ |
33.3 |
|
Total revenues |
|
$ |
42.0 |
|
|
$ |
48.5 |
|
Revenues from our Data & AI segment totaled $14.1 million in the three months ended September 30, 2026, which decreased compared to $15.2 million in the corresponding period last year. The decrease in Data & AI revenues primarily reflects lower time-and-material and staff augmentation engagement volumes compared to the prior-year period, partially offset by increased revenue from fixed-price projects. While bookings have increased during 2026, the associated revenue contribution from recently awarded projects has not yet fully offset the decline in revenue from existing engagements. New bookings in the third quarter of 2026 totaled approximately $10.8 million, compared to bookings of $8.4 million in the third quarter of 2025, reflecting stronger demand for Data & AI services.
Revenues from our Talent segment totaled $27.9 million in the three months ended September 30, 2026, compared to $33.3 million during the corresponding 2025 period. The year-over-year decline in revenue primarily reflects lower billable consultants in 2026. Billable consultants at September 30, 2026 totaled 580-consultants compared to 734-consultants one year earlier. Our average bill rate during the third quarter of 2026 was $92.37 per hour compared to $89.65 per hour in the corresponding 2025 quarter. The increase in average bill rate was due to higher value assignments during the third quarter of 2026 and was reflective of the types of skill sets that we deployed to clients.
Gross Margins:
Gross profit for the third quarter of 2026 totaled $12.0 million, a decrease of $1.4 million compared to the third quarter of 2025. Gross margin was 28.7% in the third quarter of 2026 compared to 27.8% in the corresponding 2025 period. Excluding severance expenses of $0.1 million and $0.3 million in the third quarters of 2026 and 2025, respectively, gross margin increased 70 basis points to 29.0% from 28.3%. This increase was driven by higher gross margins in both the Talent and Data & AI segments.
Below is a tabular presentation of gross margin by reporting segment for the three months ended September 30, 2026 and 2025, respectively:
Gross Margin (excludes severance expense) |
|
Three Months Ended |
|
|
Three Months Ended |
|
||
Data & AI |
|
|
40.5 |
% |
|
|
40.0 |
% |
Talent |
|
|
23.1 |
% |
|
|
23.0 |
% |
Total gross margin |
|
|
29.0 |
% |
|
|
28.3 |
% |
Gross margins from our Data & AI segment were 40.5% of revenues during the third quarter of 2026, which represented an increase of 50-basis points compared to 40.0% of revenues during the third quarter of 2025. The increase primarily reflected normal fluctuations in project mix and engagement profitability. Including severance expenses of $0.1 million and $0.3 million in the third quarters of 2026 and 2025, respectively, gross margin for the segment increased to 39.7% in 2026 from 38.3% in 2025.
24
Gross margins from our Talent segment were 23.1% in the third quarter of 2026 compared to 23.0% during the corresponding quarter of 2025. This 10-basis point increase was due to higher quality placements and better pricing on new assignments in 2026.
Selling, General and Administrative (“SG&A”) Expenses:
Below is a tabular presentation of operating expenses by expense category for the three months ended September 30, 2026 and 2025, respectively:
SG&A Expenses (Amounts in millions) |
|
Three Months Ended |
|
|
Three Months Ended |
|
||
Data & AI Segment |
|
|
|
|
|
|
||
Sales and Marketing |
|
$ |
1.9 |
|
|
$ |
1.5 |
|
Operations |
|
|
1.1 |
|
|
|
0.3 |
|
General & Administrative |
|
|
2.6 |
|
|
|
2.6 |
|
Subtotal Data & AI |
|
$ |
5.6 |
|
|
$ |
4.4 |
|
Talent Segment |
|
|
|
|
|
|
||
Sales and Marketing |
|
$ |
0.8 |
|
|
$ |
1.2 |
|
Operations |
|
|
1.3 |
|
|
|
1.6 |
|
General & Administrative |
|
|
3.7 |
|
|
|
3.0 |
|
Subtotal Talent |
|
$ |
5.8 |
|
|
$ |
5.8 |
|
Amortization of Acquired Intangible Assets |
|
$ |
0.6 |
|
|
$ |
0.7 |
|
Severance Expense |
|
|
0.0 |
|
|
|
0.8 |
|
Finance and Accounting Transition Expense |
|
|
0.0 |
|
|
|
0.9 |
|
Total SG&A Expenses |
|
$ |
12.0 |
|
|
$ |
12.6 |
|
SG&A expenses for the three months ended September 30, 2026, totaled $12.0 million or 28.6% of total revenues, compared to $12.6 million or 26.0% of total revenues for the three months ended September 30, 2025. When excluding the amortization of acquired intangible assets in both periods and the severance expense and finance and accounting transition expense in 2025, SG&A expense as a percentage of total revenues was 27.1% and 21.0%, respectively.
Fluctuations within SG&A expense components during the third quarter of 2026, compared to the third quarter of 2025, included the following:
Other Income / (Expense) Components:
Other Income / (Expense) for the three months ended September 30, 2026, consisted of interest income of $266,000 and foreign exchange losses of ($29,000). For the three months ended September 30, 2025, Other Income / (Expense) consisted of interest income of $266,000 and foreign exchange gains of $149,000.
25
Income Tax Expense:
Income tax expense for the three months ended September 30, 2026, totaled $243,000, representing an effective tax rate on pre-tax income of 97.2%, compared with income tax expense of $294,000 for the three months ended September 30, 2025, which represented an effective tax rate on pre-tax income of 23.8%. The 2026 effective tax rate was significantly higher than the statutory rate, primarily due to non-deductible executive compensation, foreign and other items, and state taxes, applied to near break-even pre-tax income of $250,000.
Results of Operations for the Nine Months Ended September 30, 2026 as Compared to the Nine Months Ended September 30, 2025:
Revenues:
Revenues for the nine months ended September 30, 2026 totaled $124.5 million, compared to $145.9 million for the corresponding nine-month period in 2025. This 14.7% year-over-year revenue decrease reflected a 14.8% revenue decrease in our Talent segment and a 14.3% decline in our Data & AI segment. For the nine months ended September 30, 2026 the Company had one client that had revenues in excess of 10% of total revenues (Fidelity 26.6%). For the nine months ended September 30, 2025, the Company had three clients that each had revenues in excess of 10% of total revenues (Fidelity = 15.4%, Populus = 12.3% and CGI = 11.1%). The Company’s top ten clients represented approximately 60% and 58% of total revenues for the nine months ended September 30, 2026 and 2025, respectively.
Below is a tabular presentation of revenues by reportable segment for the nine months ended September 30, 2026 and 2025, respectively:
Revenues (Amounts in millions) |
|
Nine Months Ended |
|
|
Nine Months Ended |
|
||
Data & AI |
|
$ |
40.2 |
|
|
$ |
46.9 |
|
Talent |
|
|
84.3 |
|
|
|
99.0 |
|
Total revenues |
|
$ |
124.5 |
|
|
$ |
145.9 |
|
Revenues from our Data & AI segment totaled $40.2 million for the nine months ended September 30, 2026, which decreased compared to $46.9 million in the corresponding period in 2025. The decrease in Data & AI revenues primarily reflects lower time-and-material and staff augmentation engagement volumes entering 2026, partially offset by higher fixed-price revenue in the third quarter. As newer projects ramp up, the year-over-year revenue decline has moderated in recent quarters. Order bookings for the first nine months of 2026 totaled approximately $38.0 million, compared with $32.7 million for the corresponding period in 2025, reflecting stronger demand for Data & AI services.
Revenues from our Talent segment totaled $84.3 million in the nine months ended September 30, 2026, compared to $99.0 million during the corresponding 2025 period. The year-over-year decline in revenue primarily reflects lower billable consultants in 2026. Billable consultants at September 30, 2026 totaled 580-consultants compared to 734-consultants one year earlier.
Gross Margins:
Gross profits in the nine months ended September 30, 2026 totaled $35.1 million compared to $40.2 million in the corresponding period last year. Gross profit as a percentage of revenue was 28.2% for the nine months ended September 30, 2026, compared to 27.5% during the same period of 2025. Excluding severance expenses of $0.1 million and $0.3 million for the nine months ended September 30, 2026 and 2025, respectively, gross margin increased 60 basis points to 28.3% from 27.7%.
Below is a tabular presentation of gross margin by reporting segment for the nine months ended September 30, 2026 and 2025, respectively:
Gross Margin (excludes severance expense) |
|
Nine Months Ended |
|
|
Nine Months Ended |
|
||
Data & AI |
|
|
39.4 |
% |
|
|
38.9 |
% |
Talent |
|
|
22.9 |
% |
|
|
22.4 |
% |
Total gross margin |
|
|
28.3 |
% |
|
|
27.7 |
% |
26
Gross margins from our Data & AI segment were 39.4% of revenues during the nine months ended September 30, 2026, which represented an increase of 50-basis points compared to 38.9% of revenues during the corresponding period of 2025. The increase primarily reflected normal fluctuations in project mix and engagement profitability. Including severance expenses of $0.1 million and $0.3 million for the nine months ended September 30, 2026 and 2025, respectively, gross margin for the segment increased to 39.2% in 2026 from 38.3% in 2025.
Gross margins from our Talent segment were 22.9% in the nine months ended September 30, 2026, compared to 22.4% during the corresponding period of 2025. This 50-basis point increase was due to higher quality placements and better pricing on new assignments in 2026.
Selling, General and Administrative (“SG&A”) Expenses:
Below is a tabular presentation of operating expenses by expense category for the nine months ended September 30, 2026 and 2025, respectively:
SG&A Expenses (Amounts in millions; amounts may not sum due to rounding) |
|
Nine Months Ended |
|
|
Nine Months Ended |
|
||
Data & AI Segment |
|
|
|
|
|
|
||
Sales and Marketing |
|
$ |
6.2 |
|
|
$ |
6.1 |
|
Operations |
|
|
2.8 |
|
|
|
1.2 |
|
General & Administrative |
|
|
7.6 |
|
|
|
8.1 |
|
Subtotal Data & AI |
|
$ |
16.6 |
|
|
$ |
15.4 |
|
Talent Segment |
|
|
|
|
|
|
||
Sales and Marketing |
|
$ |
2.8 |
|
|
$ |
5.1 |
|
Operations |
|
|
3.7 |
|
|
|
5.0 |
|
General & Administrative |
|
|
10.4 |
|
|
|
9.7 |
|
Subtotal Talent |
|
$ |
16.9 |
|
|
$ |
19.8 |
|
Amortization of Acquired Intangible Assets |
|
$ |
1.8 |
|
|
$ |
1.9 |
|
Severance Expense |
|
|
0.0 |
|
|
|
2.5 |
|
Finance and Accounting Transition Expense |
|
|
0.0 |
|
|
|
1.6 |
|
Total SG&A Expenses |
|
$ |
35.3 |
|
|
$ |
41.2 |
|
SG&A expenses for the nine months ended September 30, 2026, totaled $35.3 million or 28.4% of total revenues, compared to $41.2 million or 28.2% of total revenues for the nine months ended September 30, 2025. When excluding the amortization of acquired intangible assets in both periods and the severance expense and finance and accounting transition expense in 2025, SG&A expense as a percentage of total revenues was 26.9% and 24.1%, respectively.
Fluctuations within SG&A expense components during the first nine months of 2026, compared to the first nine months of 2025, included the following:
27
Other Income / (Expense) Components:
Other Income / (Expense) for the nine months ended September 30, 2026, consisted of interest income of $814,000 and foreign exchange gains of $352,000. For the nine months ended September 30, 2025, Other Income / (Expense) consisted of interest income of $571,000 and foreign exchange gains of $118,000. The higher level of interest income primarily reflected higher average cash balances during the current nine month period.
Income Tax Expense:
Income tax expense for the nine months ended September 30, 2026, totaled $734,000, representing an effective tax rate on pre-tax income of 81.1%, compared to income tax expense of $46,000 for the nine months ended September 30, 2025, which represented an effective tax rate on a pre-tax loss of (14.5%). The higher effective tax rate in the 2026 period primarily reflected non-deductible executive compensation, unfavorable tax effects associated with stock-based compensation and foreign and other items, and state taxes.
Liquidity and Capital Resources:
Financial Conditions and Liquidity:
As of September 30, 2026, we had no bank debt, cash balances on hand of $37.9 million and approximately $18.3 million of borrowing capacity under our existing credit facility.
Historically, we have funded our organic business needs with cash generated from operating activities. Controlling our operating working capital levels by closely managing our accounts receivable balance is an important element of cash generation. As of September 30, 2026, our accounts receivable “days sales outstanding” (“DSOs”) increased to 56-days, compared to 55-days reported at September 30, 2025.
We believe that cash provided by operating activities, cash balances on hand and current availability under our credit facility will be adequate to fund our business needs and support our share repurchase program that we announced in February 2026 over the next twelve months, absent any acquisition-related activities.
Cash flows provided by (used in) operating activities:
Cash provided by operating activities for the nine months ended September 30, 2026, totaled $1.7 million compared to $6.8 million provided by operating activities during the nine months ended September 30, 2025. Operating cash flows for the 2026 period were driven by net income of $0.2 million, non-cash charges of $6.0 million, and a ($4.5) million use of cash from changes in operating working capital. The use of cash from working capital was primarily attributable to a decrease in accrued payroll and related costs, as well as an increase in prepaid and other current assets, and to a lesser extent decreases in accounts payable and other accrued liabilities. These uses of cash were partially offset by a decrease in accounts receivable.
In the prior year period, cash provided by operating activities reflected a net loss of ($0.4) million, non-cash charges of $5.2 million, and a $1.9 million source of cash from changes in operating working capital, primarily attributable to a decrease in accounts receivable and an increase in accrued payroll and related costs, partially offset by a decrease in accounts payable and an increase in prepaid and other current assets.
28
Cash flows (used in) investing activities:
Cash (used in) investing activities was ($0.4) million in both the nine months ended September 30, 2026 and 2025. Investing activities in both periods consisted primarily of capital expenditures and changes in non-current deposits.
Cash flows provided by (used in) financing activities:
Cash provided by financing activities for the nine months ended September 30, 2026 totaled $0.8 million and consisted primarily of proceeds from the exercise of stock options of $0.8 million, and a small amount from the issuance of common shares related to our Employee Stock Purchase Plan. Cash used in financing activities for the nine months ended September 30, 2025, totaled ($1.0) million and consisted primarily of treasury stock purchases of ($1.6) million, partially offset by proceeds from the exercise of stock options of $0.5 million and the issuance of common shares related to our Employee Stock Purchase Plan.
Off-Balance Sheet Arrangements:
The Company does not have any off-balance sheet arrangements.
Inflation:
We do not believe that inflation had a significant impact on our results of operations for the periods presented, although economic uncertainty, including the concerns of our clients and other companies with respect to inflationary conditions in North America and elsewhere, has had and may continue to have an adverse impact on the demand for our services. On an ongoing basis, we attempt to minimize any effects of inflation on our operating results by controlling operating costs and, whenever possible, seek to ensure that billing rates reflect increases in costs due to inflation. However, high levels of inflation may result in higher interest rates which could increase our borrowing costs in the future if we elect to draw on our current or future credit facilities.
In addition, refer to “Item 1A. Risk Factors” in our 2025 Annual Report on Form 10-K for a discussion about risks that inflation directly or indirectly may pose to our business.
Seasonality:
Our consultants’ billable hours are affected by national holidays and vacation policies. Accordingly, we generally have lower utilization rates and higher benefit costs during the fourth quarter. Additionally, assignment completions tend to be higher near the end of the calendar year, which largely impacts our revenue and gross profit performance during the subsequent quarter.
Recently Issued Accounting Standards:
Recent accounting pronouncements are described in Note 13 to the accompanying financial statements.
29
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
In addition to the inherent operational risks, the Company is exposed to certain market risks, primarily related to changes in interest rates and currency fluctuations.
Interest Rates
As of September 30, 2026, we had no outstanding borrowings under the Credit Agreements — Refer to Note 8 — “Credit Facility” in the Notes to Condensed Consolidated Financial Statements, included herein.
Currency Fluctuations
The reporting currency of the Company and its subsidiaries is the U.S. dollar. The functional currency of the Company’s subsidiary in Canada is the U.S. dollar because the majority of its revenue is denominated in U.S. dollars. The functional currencies of the Company’s Indian and European subsidiaries are the local currency of the location of such subsidiary. The results of operations of the Company’s Indian and European subsidiaries are translated at the monthly average exchange rates prevailing during the period. The financial position of the Company’s Indian and European subsidiaries is translated at the current exchange rates at the end of the period, and the related translation adjustments are recorded as a component of accumulated other comprehensive income (loss) within Shareholders’ Equity. Gains and losses resulting from foreign currency transactions are included as a component of other income (expense), net in the Condensed Consolidated Statements of Operations, and have not been material for all periods presented. A hypothetical 10% increase or decrease in overall foreign currency rates in the first nine months of 2026 would not have had a material impact on our consolidated financial statements.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of Company management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(b). Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
30
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In the ordinary course of our business, we are involved in a number of lawsuits and administrative proceedings. While uncertainties are inherent in the final outcome of these matters, management believes, after consultation with legal counsel, that the disposition of these proceedings should not have a material adverse effect on our financial position, results of operations or cash flows.
ITEM 1A. RISK FACTORS
There have been no material changes from the risk factors as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 18, 2026.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
A summary of our Common Stock repurchased during the quarter ended September 30, 2026 is set forth in the following table:
Period |
|
Total |
|
|
Average |
|
|
Total Number |
|
|
Maximum |
|
||||
July 1, 2026 — July 31, 2026 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
5,000,000 |
|
August 1, 2026 — August 31, 2026 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
5,000,000 |
|
September 1, 2026 — September 30, 2026 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
5,000,000 |
|
Total |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
5,000,000 |
|
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans of Directors and Section 16 Officers
During the fiscal quarter ended September 30, 2026, none of our directors or officers (as defined in Exchange Act Rule 16a-1(f)) informed us of the
31
ITEM 6. EXHIBITS
(a) Exhibits
3.1 |
|
|
|
10.1 |
|
|
|
10.2 |
|
|
|
31.1 |
|
|
|
31.2 |
|
|
|
32.1 |
|
|
|
32.2 |
|
|
|
101.INS |
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
|
|
101.SCH |
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents. |
|
|
104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
32
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 30th day of October, 2026.
|
|
|
|
|
MASTECH DIGITAL, INC. |
|
|
|
October 30, 2026 |
|
/s/ NIRAV PATEL |
|
|
Nirav Patel |
|
|
Chief Executive Officer |
|
|
|
|
|
/s/ KANNAN SUGANTHARAMAN |
|
|
Kannan Sugantharaman |
|
|
Chief Financial Officer |
|
|
(Principal Financial Officer) |
33
Exhibit 31.1
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer
I, Nirav Patel, certify that:
|
|
MASTECH DIGITAL, INC. |
|
|
|
Date: October 30, 2026 |
|
/S/ NIRAV PATEL |
|
|
Nirav Patel |
|
|
Chief Executive Officer |
Exhibit 31.2
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer
I, Kannan Sugantharaman, certify that:
|
|
MASTECH DIGITAL, INC. |
|
||
Date: October 30, 2026 |
|
/S/ KANNAN SUGANTHARAMAN |
|
|
Kannan Sugantharaman |
|
|
Chief Financial Officer |
Exhibit 32.1
Certification Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Mastech Digital, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Nirav Patel, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
/S/ NIRAV PATEL |
Nirav Patel |
Chief Executive Officer |
|
Date: October 30, 2026 |
Exhibit 32.2
Certification Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Mastech Digital, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kannan Sugantharaman, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
/S/ KANNAN SUGANTHARAMAN |
Kannan Sugantharaman |
Chief Financial Officer |
|
Date: October 30, 2026 |