Nirav Patel - Jan 6, 2025 Form 4 Insider Report for Mastech Digital, Inc. (MHH)

Role: President and CEO, Director
Signature: /s/ Jonathan T. Keen, Attorney-in-fact
Stock symbol: MHH
Transactions as of: Jan 6, 2025
Transactions value $: $0
Form type: 4
Date filed: 1/8/2025, 05:50 PM
SEC: View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	MHH	Employee Stock Option (Right to Buy)	Award	$0	+702K		$0.00	702K	Jan 6, 2025	Common Stock	702K	$15.41	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On January 6, 2025, Mr. Patel received an award of a non-qualified stock option to purchase 702,358 shares of common stock of the Company. The option will vest as follows: (i) 87,795 shares will vest on January 6, 2026; (ii) 87,795 shares will vest on January 6, 2027; (iii) 87,795 shares will vest on January 6, 2028; (iv) 87,794 shares will vest on January 6, 2029; (v) 175,589 shares will vest on the first date during Mr. Patel's term of employment that the Company's Quarterly Average Market Capitalization (as defined in the stock option agreement executed by Mr. Patel with respect to the options) is greater than $300,000,000;
F2	(Continued From Footnote 1) (vi) 87,795 shares will vest on the first date during Mr. Patel's term of employment that the Company's Quarterly Average Market Capitalization is greater than $450,000,000; and (vii) 87,795 shares will vest on the first date during Mr. Patel's term of employment that the Company's Quarterly Average Market Capitalization is greater than $600,000,000.

Content

On January 6, 2025, Mr. Patel received an award of a non-qualified stock option to purchase 702,358 shares of common stock of the Company. The option will vest as follows: (i) 87,795 shares will vest on January 6, 2026; (ii) 87,795 shares will vest on January 6, 2027; (iii) 87,795 shares will vest on January 6, 2028; (iv) 87,794 shares will vest on January 6, 2029; (v) 175,589 shares will vest on the first date during Mr. Patel's term of employment that the Company's Quarterly Average Market Capitalization (as defined in the stock option agreement executed by Mr. Patel with respect to the options) is greater than $300,000,000;

(Continued From Footnote 1) (vi) 87,795 shares will vest on the first date during Mr. Patel's term of employment that the Company's Quarterly Average Market Capitalization is greater than $450,000,000; and (vii) 87,795 shares will vest on the first date during Mr. Patel's term of employment that the Company's Quarterly Average Market Capitalization is greater than $600,000,000.