DHI Group (NYSE: DHX) CEO has shares withheld to cover taxes

Rhea-AI Filing Summary

DHI Group, Inc. President & CEO Art Zeile reported automatic share withholding to cover taxes on recently vested equity awards. On February 3, 2026, the issuer withheld 21,824 common shares tied to performance-based restricted stock units at $1.69 per share and 32,813 shares from a restricted stock award at $1.69 per share.

After these tax withholdings, Zeile directly owned 3,455,816 shares of DHI Group common stock, as reported in the filing.

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

ZEILE ART

(Last) (First) (Middle)

C/O DHI GROUP, INC.

6465 SOUTH GREENWOOD PLAZA, SUITE 400

(Street)

CENTENNIAL CO 80111

(City) (State) (Zip)

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

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026

4. 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 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	02/03/2026		F		21,824(1)	D	$1.69	3,488,629	D
Common Stock	02/03/2026		F		32,813(2)	D	$1.69	3,455,816	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. Reflects the withholding of shares by the Issuer to satisfy tax obligations upon the vesting of a performance-based restricted stock units.

2. Reflects the withholding of shares by the Issuer to satisfy tax obligations upon the vesting of a restricted stock award.

Remarks:

	/s/ E. Jack Connolly, Attorney-in-Fact	02/05/2026
	** 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.

FAQ

What did DHI Group (DHX) CEO Art Zeile report in this Form 4 filing?

Art Zeile reported automatic share withholding to pay taxes on vested equity awards. The issuer withheld common shares related to performance-based restricted stock units and a restricted stock award, while Zeile’s directly owned DHI Group common stock position remained in the millions of shares afterward.

How many DHI Group (DHX) shares were withheld for Art Zeile’s tax obligations?

The issuer withheld 21,824 DHI Group common shares tied to performance-based restricted stock units and 32,813 shares from a restricted stock award. Both transactions occurred at a reported price of $1.69 per share to satisfy Zeile’s tax obligations.

What is Art Zeile’s reported DHI Group (DHX) share ownership after these transactions?

Following the reported tax-withholding transactions, Art Zeile directly owned 3,455,816 shares of DHI Group common stock. This figure reflects his position after the issuer withheld shares to cover taxes on the vesting of his performance-based and time-based equity awards.

Were Art Zeile’s DHI Group (DHX) share transactions open-market sales?

No, the transactions were coded “F,” indicating tax-withholding events, not open-market sales. DHI Group withheld vested shares at $1.69 per share to satisfy Zeile’s tax obligations linked to performance-based restricted stock units and a restricted stock award.

What types of equity awards vested for DHI Group (DHX) CEO Art Zeile?

The Form 4 notes vesting of performance-based restricted stock units and a restricted stock award. Upon vesting, DHI Group withheld a portion of the resulting common shares to cover Art Zeile’s tax obligations associated with these equity compensation awards.

Does this DHI Group (DHX) Form 4 indicate any change in Art Zeile’s role?

No role change is indicated. The filing confirms Art Zeile’s status as President & CEO and director of DHI Group, Inc. The reported transactions strictly involve share withholding for taxes rather than any modification to his executive or board responsibilities.