DHI Group (DHX) CIO Knapp reports 64,015-share beneficial ownership

Rhea-AI Filing Summary

DHI Group, Inc. Chief Information Officer Sarah Elizabeth Knapp filed an initial statement of beneficial ownership, reporting 64,015 shares of DHI Group common stock held directly.

This total includes 38,334 unvested restricted shares and 10,484 shares underlying performance-based restricted stock units. These awards vest in multiple tranches from July 25, 2026 through January 26, 2029, and each vesting date requires her continued service with the company.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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

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1. Name and Address of Reporting Person^*

Knapp Sarah Elizabeth

(Last) (First) (Middle)

6465 SOUTH GREENWOOD PLAZA, SUITE 400

(Street)

CENTENNIAL CO 80111

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/28/2026

3. Issuer Name and Ticker or Trading Symbol
DHI GROUP, INC. [ DHX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Information Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	64,015(1)(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Includes 38,334 unvested shares of restricted stock. The unvested shares of restricted stock vest as follows: 3,334 shares of restricted stock vests on July 25, 2026, 5,000 shares of restricted stock vests on January 26, 2027, 6,666 shares of restricted stock vests on January 26, 2027, 5,000 shares of restricted stock vests on January 27, 2027, 6,667 shares of restricted stock vests on January 26, 2028, 5,000 shares of restricted stock vests on January 27, 2028, and 6,667 shares of restricted stock vests on January 26, 2029. In each case, the future vesting of shares of restricted stock are contingent upon the reporting person remaining in continuous service with the issuer as of each vesting date.

2. Includes 10,484 shares of the issuer's common stock underlying performance-based restricted stock units ("PSUs") that have been earned based on the level of performance achieved, as certified by the issuer's compensation committee. The earned PSUs vest as follows: 2,644 shares of performance-based restricted stock units vests on January 26, 2027, 3,920 shares of performance-based restricted stock units vests on January 27, 2027, and 3,920 shares of performance-based restricted stock units vests on January 27, 2028. In each case, the future vesting of performance-based restricted stock units are contingent upon the reporting person remaining in continuous service with the issuer as of each vesting date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ E. Jack Connolly, Attorney-in-Fact	02/09/2026
	** 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 5 (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.

FAQ

What does the Form 3 filing by DHI Group (DHX) insider Sarah Elizabeth Knapp report?

The Form 3 reports Sarah Elizabeth Knapp’s initial beneficial ownership in DHI Group. She directly holds 64,015 common shares, including unvested restricted stock and earned performance-based restricted stock units with vesting tied to continued service through 2029.

How many DHI Group (DHX) shares does CIO Sarah Elizabeth Knapp beneficially own?

Sarah Elizabeth Knapp beneficially owns 64,015 shares of DHI Group common stock directly. This amount combines time-based restricted stock and performance-based restricted stock units that convert into shares as they vest over several future dates.

What restricted stock awards are included in Sarah Elizabeth Knapp’s DHI Group (DHX) holdings?

Her reported holdings include 38,334 unvested restricted shares. These vest in scheduled tranches between July 25, 2026 and January 26, 2029, and each vesting is contingent on her remaining in continuous service with DHI Group.

What performance-based stock units does Sarah Elizabeth Knapp hold at DHI Group (DHX)?

She holds 10,484 shares of DHI Group common stock underlying earned performance-based restricted stock units. These PSUs were earned based on certified performance and will vest in tranches during 2027 and 2028, subject to continued employment.

Over what period will Sarah Elizabeth Knapp’s DHI Group (DHX) equity awards vest?

Her restricted stock and earned performance-based units vest in multiple installments from July 25, 2026 through January 26, 2029. Each vesting installment requires that she remain in continuous service with DHI Group on the applicable vesting date.

Is Sarah Elizabeth Knapp’s ownership in DHI Group (DHX) direct or indirect?

The Form 3 indicates her 64,015 DHI Group common shares are held with direct ownership. The filing does not describe any indirect holdings through entities such as trusts or partnerships in the reported positions.