DHI Group (NYSE: DHX) CFO logs PSU vesting and tax share withholding

Rhea-AI Filing Summary

DHI Group, Inc. Chief Financial Officer Gregory Schippers reported routine equity compensation activity. On January 27, 2026, the company withheld 4,450 and 5,676 shares of common stock at $1.81 per share to cover tax obligations on vesting stock awards.

On the same date, Schippers received 27,435 shares tied to performance stock units granted in 2025 that were earned based on achieved performance. One-third vested on January 27, 2026, with additional thirds scheduled to vest on January 27, 2027 and January 27, 2028, subject to continued employment. Following these transactions, he directly owns 272,793 common shares.

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

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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^*

Schippers Gregory

(Last) (First) (Middle)

C//O DHI GROUP, INC.

6465 SOUTH CENTENNIAL 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2026

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	01/27/2026		F		4,450(1)	D	$1.81	251,034	D
Common Stock	01/27/2026		F		5,676(2)	D	$1.81	245,358	D
Common Stock	01/27/2026		A		27,435(3)	A	$0	272,793	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.

3. Represents the number of shares of DHI common stock underlying performance stock units (PSUs) granted in 2025 that have been earned based on the level of performance achieved. Each earned PSU represents a contingent right to receive one share of DHI common stock upon vesting. One-third of the earned PSUs vested on January 27, 2026 and one-third of the earned PSUs will vest on January 27, 2027 and January 27, 2028, subject to continued employment through each such vesting date.

Remarks:

	/s/ E. Jack Connolly, Attorney-in-Fact	01/29/2026
	** 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).
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FAQ

What did DHI Group (DHX) CFO Gregory Schippers report in this Form 4?

Gregory Schippers reported tax-related share withholdings and a performance-based stock grant. The company withheld 4,450 and 5,676 shares at $1.81 to cover taxes and credited 27,435 earned performance stock units that vest over three years.

How many DHI Group shares does the CFO own after these transactions?

After the reported transactions, Gregory Schippers directly owns 272,793 shares of DHI Group common stock. This figure reflects the tax withholdings and the 27,435 performance-based shares credited from earned performance stock units granted in 2025.

What is the nature of the 27,435 DHI Group performance stock units reported?

The 27,435 shares represent earned performance stock units granted in 2025. Each earned unit gives a right to one share of common stock upon vesting, with one-third vested on January 27, 2026 and future vesting in 2027 and 2028, subject to continued employment.

Why were 4,450 and 5,676 DHI Group shares withheld from the CFO?

The 4,450 and 5,676 shares were withheld by DHI Group to satisfy tax obligations on vesting awards. One withholding related to performance-based restricted stock units, and the other to a restricted stock award, both priced at $1.81 per share for tax purposes.

How is the vesting schedule structured for the CFO’s earned performance stock units at DHI Group?

The earned performance stock units vest in three equal installments. One-third vested on January 27, 2026, and the remaining thirds are scheduled to vest on January 27, 2027 and January 27, 2028, assuming Gregory Schippers remains employed through each vesting date.

What role does Gregory Schippers hold at DHI Group (DHX)?

Gregory Schippers serves as Chief Financial Officer of DHI Group, Inc. His Form 4 filing reflects equity compensation activity, including tax withholdings on vesting stock awards and earned performance stock units that convert into shares of DHI Group common stock over time.