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 (as amended from time to time, the “Plan”). The Plan provides that up to 6,200,000 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) shall be allocated for issuance to directors, officers, employees and consultants of the Company. Grants under the Plan may be made in the form of stock options, stock appreciation rights, performance share awards, restricted stock awards or stock awards. As of March 31, 2026, there were 784,000 shares available for grant under the Plan.

The following table summarizes the equity awards granted during the three months ended March 31, 2026 and 2025:


	Three Months Ended March 31,
	2026		2025
Equity Awards Granted
Restricted stock (shares)		132,735		22,140
Stock options (shares)		20,000		702,358
Average exercise price (options)	$	6.33	$	15.41
Restricted stock units (RSUs)		37,953		—

Of the restricted stock granted during the three months ended March 31, 2026, 100,314 shares vested immediately upon grant but are subject to restriction that prohibits disposal of these restricted shares until March 30, 2028, subject to immediate lapse of any restriction due to (i) separation from the Company for any reason, (ii) death, or (iii) disability. The remaining restricted stock awards vest one year from the date of grant. While ownership rights attach at the grant date, these shares are subject to transfer restrictions and do not become freely transferable until vesting. The 100,314 shares issued during the period were in settlement of previously accrued cash compensation and did not result in additional stock-based compensation expense.

During the three months ended March 31, 2026, the Company granted 37,953 restricted stock units ("RSUs"), which vest one year from the date of grant. These awards were granted in anticipation of shareholder approval of an amendment to the Company's equity incentive plan, which was subsequently approved at the 2026 annual meeting of shareholders. Accordingly, the Company is recognizing compensation expense for these awards over the vesting period.

The following table summarizes Stock-based compensation expense during the three months ended March 31, 2026 and 2025:


	Three Months Ended March 31,
	2026		2025

Stock Based Compensation Expense	$	750,000	$	895,000

Stock-based compensation expense is included in selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

The following table summarizes shares issued during the three months ended March 31, 2026 and 2025:


	Three Months Ended March 31,
	2026		2025
Shares Issued
Restricted stock vesting		116,919		17,921
Stock option exercises		188,112		—
Total shares issued		305,031		17,921

In October 2018, the Board of Directors of the Company approved the Mastech Digital, Inc. 2019 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”). The Employee Stock Purchase Plan is intended to meet the requirements of Section 423 of the Code and was approved by the Company’s shareholders to be qualified. On May 15, 2019, the Company’s shareholders approved the Employee Stock Purchase Plan. Under the Employee Stock Purchase Plan, 600,000 shares of Common Stock (subject to adjustment upon certain changes in the Company’s capitalization) are available for purchase by eligible employees who become participants in the Employee Stock Purchase Plan. The purchase price per share is 85% of the lesser of (i) the fair market value per share of Common Stock on the first day of the offering period, or (ii) the fair market value per share of Common Stock on the last day of the offering period.

The Company’s eligible full-time employees are able to contribute up to 15% of their base compensation into the Employee Stock Purchase Plan, subject to an annual limit of $25,000 per person. Employees are able to purchase Company Common Stock at a 15% discount to the lower of the fair market value of the Company’s Common Stock on the initial or final trading dates of each six-month offering period. Offering periods begin on January 1 and July 1 of each year. The Company uses the Black-Scholes option pricing model to determine the fair value of Employee Stock Purchase Plan share-based payments. The fair value of the six-month “look-back” option in the Company’s Employee Stock Purchase Plan is estimated by adding the fair value of 15% of one share of stock to 85% of the fair value of an option on one share of stock. The Company utilized U.S. Treasury yields as of the grant date for its risk-free interest rate assumption, matching the Treasury yield terms to the six-month offering period. The Company utilized historical company data to develop its dividend yield and expected volatility assumptions.

On February 16, 2026, the Company’s Board of Directors approved the termination of the Stock Purchase Plan. The termination will become effective on July 1, 2026, following completion of the current offering period ending June 30, 2026. Shares issuable under the current offering period will be issued in accordance with the terms of the plan, and no additional offering periods will commence thereafter.

During the three months ended March 31, 2026 and 2025, there were no shares issued under the Employee Stock Purchase Plan. Stock-based compensation expense related to the Stock Purchase Plan for the three months ended March 31, 2026 and 2025 totaled $5,000 and $21,000, respectively, and is included in selling, general and administrative expenses in the Condensed Consolidated Statements of Operations. As of March 31, 2026, there were 416,945 shares available for purchases under the Employee Stock Purchase Plan.