Mastech Digital Inc.

03/03/2026 | Press release | Distributed by Public on 03/03/2026 17:01

Amendment to Statement of Changes in Beneficial Ownership (Form 4/A)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
SHAW STEVEN A
2. Issuer Name and Ticker or Trading Symbol
Mastech Digital, Inc. [MHH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
346 CLAYPOOL DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
01/29/2026
(Street)
WARWICK, RI 02886
4. If Amendment, Date Original Filed (Month/Day/Year)
02/02/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SHAW STEVEN A
346 CLAYPOOL DRIVE
WARWICK, RI 02886
X

Signatures

/s/ Steven A. Shaw 03/03/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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