Item 2.02 Results of Operations and Financial Condition.

On February 8, 2023, Mastech Digital, Inc. (the "Company") issued a press release (the "Press Release") announcing its financial results for the fourth quarter and full year ended December 31, 2022. A copy of the Press Release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 2.02 and in Exhibit 99.1 shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.




Item 8.01 Other Events.

The Board of Directors of the Company (the "Board") authorized a share repurchase program that allows the Company to purchase up to 500,000 shares of the Company's Common Stock, par value $0.01 per share (the "Common Stock"). The share repurchase program is effective February 8, 2023. The Common Stock may be repurchased from time to time in the open market, through privately negotiated transactions, through block purchases or other purchase techniques, or by any combination of such methods. The share repurchase program may be modified, suspended or terminated at any time at the discretion of the Board. The timing and actual number of shares of Common Stock to be repurchased by the Company (if any) will depend upon business, economic and market conditions, corporate and regulatory requirements, prevailing stock prices, and other considerations.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
  No.       Description

99.1          Press Release issued by Mastech Digital, Inc. on February 8, 2023.


104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).



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