Amendment: Large owner Shaw Steven A bought $34,013 worth of shares (4,880 units at $6.97) (SEC Form 4)
$MHH
Professional Services
Consumer Discretionary
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Mastech Digital, Inc. [ MHH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 01/29/2026 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) 02/02/2026 |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 01/29/2026 | P | 4,480 | A | $6.96(1) | 34,558(2)(3)(4) | I | By Rachel Lynn Shaw Trust(5) | ||
| Common Stock | 01/30/2026 | P | 400 | A | $7.08 | 34,958 | I | By Rachel Lynn Shaw Trust | ||
| Common Stock | 1,310,100 | D | ||||||||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. This purchase was executed through multiple trades at prices ranging from $6.92 to $6.99. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price for all transactions reported on this Form 4. |
| 2. This Amendment to Form 4 is being filed to correct the number of shares of Common Stock shown as beneficially owned by the Rachel Lynn Shaw Trust following the purchases made on January 29, 2026 and January 30, 2026, and to include the number of shares of Common Stock owned directly by the reporting person. In addition, the prior Form 4 filings filed by the reporting person on December 11, 2025, September 22, 2025, September 2, 2025, August 22, 2025 and July 17, 2025 also misstated the number of shares of Common Stock beneficially owned by the Rachel Lynn Shaw Trust and did not separately state the number of shares of Common Stock directly owned by the reporting person. |
| 3. (Continued from footnote 2) With respect to the Form 4 filed on December 11, 2025, the Rachel Lynn Shaw Trust owned the following: 28,763 shares of Common Stock following the purchase of 2,758 shares of Common Stock on December 9, 2025, and 30,078 shares of Common Stock following the purchase of 1,315 shares of Common Stock on December 10, 2025. With respect to the Form 4 filed on September 22, 2025, the Rachel Lynn Shaw Trust owned 26,005 shares of Common Stock following the purchase of 4,537 shares of Common Stock on September 19, 2025. With respect to the Form 4 filed on September 2, 2025, the Rachel Lynn Shaw Trust owned 21,468 shares of Common Stock following the purchase of 3,500 shares of Common Stock on August 29, 2025. With respect to the Form 4 filed on August 22, 2025, the Rachel Lynn Shaw Trust owned 17,968 shares of Common Stock following the purchase of 4,800 shares of Common Stock on August 21, 2025. |
| 4. (Continued from footnote 3) With respect to the Form 4 filed on July 17, 2025, the Rachel Lynn Shaw Trust owned the following: 12,368 shares of Common Stock following the purchase of 3,068 shares of Common Stock on July 15, 2025, 12,668 shares of Common Stock following the purchase of 300 shares of Common Stock on July 16, 2025, and 13,168 shares of Common Stock following the purchase of 500 shares of Common Stock on July 16, 2025. The Form 4 filed on July 17, 2025 also incorrectly stated that the reporting person is a contingent residual beneficiary of the Rachel Lynn Shaw Trust. At all times from July 15, 2025 through March 3, 2026, the reporting person has directly owned 1,310,100 shares of Common Stock. |
| 5. The reporting person is the trustee of the Rachel Lynn Shaw Trust. |
| /s/ Steven A. Shaw | 03/03/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||