DHI Group (DHX) CTO uses share withholding to cover equity award taxes

Rhea-AI Filing Summary

DHI Group, Inc. Chief Technology Officer Paul Farnsworth reported two routine share withholdings tied to equity awards. On February 3, 2026, the company withheld 4,695 common shares at $1.69 per share to cover taxes on performance-based restricted stock units, and 7,059 shares at $1.69 to cover taxes on a restricted stock award. After these non‑open‑market transactions, Farnsworth directly held 675,755 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^*

Farnsworth Paul

(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)

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

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		4,695(1)	D	$1.69	682,814	D
Common Stock	02/03/2026		F		7,059(2)	D	$1.69	675,755	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 insider transaction did DHI Group (DHX) report for its CTO?

DHI Group reported that CTO Paul Farnsworth had shares withheld to cover taxes on equity awards. On February 3, 2026, the issuer withheld 4,695 and 7,059 common shares tied to performance-based units and a restricted stock award, rather than open-market sales.

Was the DHI Group (DHX) CTO’s Form 4 transaction an open-market sale?

No, the CTO’s Form 4 does not show open-market sales. The filing states the company withheld 4,695 and 7,059 common shares at $1.69 per share to satisfy tax obligations upon vesting of performance-based restricted stock units and a restricted stock award.

How many DHI Group (DHX) shares does the CTO hold after this Form 4?

After the reported tax-withholding transactions, CTO Paul Farnsworth directly owned 675,755 DHI Group common shares. This figure reflects his beneficial ownership following the issuer’s withholding of 4,695 and 7,059 shares related to vested performance-based restricted stock units and a restricted stock award.

What do the footnotes on the DHI Group (DHX) Form 4 explain?

The footnotes explain that both reported transactions are share withholdings by DHI Group to satisfy tax obligations. One relates to vesting of performance-based restricted stock units, and the other to vesting of a restricted stock award, clarifying these were not discretionary share sales.

What does transaction code "F" mean in the DHI Group (DHX) Form 4?

In this Form 4, code “F” indicates shares were withheld to pay taxes on equity award vesting. DHI Group withheld 4,695 and 7,059 common shares at $1.69 per share when performance-based restricted stock units and a restricted stock award vested for CTO Paul Farnsworth.