Art Zeile of DHI Group (DHX) logs tax withholdings, 200k stock grant

Rhea-AI Filing Summary

DHI Group, Inc. President and CEO Art Zeile reported routine equity award activity. On January 26, 2026, the company withheld 40,467 shares tied to performance-based restricted stock units and 55,464 shares from a restricted stock award to cover tax obligations at a price of $1.79 per share.

On the same date, Zeile received a grant of 200,000 shares of restricted stock at $0 per share. These shares vest in three equal installments on January 26, 2027, January 26, 2028, and January 26, 2029, contingent on continued service. After these transactions, he directly owned 3,379,524 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

OMB APPROVAL

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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^*

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)
01/26/2026

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	01/26/2026		F		40,467(1)	D	$1.79	3,234,988	D
Common Stock	01/26/2026		F		55,464(2)	D	$1.79	3,179,524	D
Common Stock	01/26/2026		A		200,000(3)	A	$0	3,379,524	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 a grant of restricted stock that will vest according to the following schedule: 1/3 on January 26, 2027, 1/3 on January 26, 2028 and 1/3 on January 26, 2029, provided that the reporting person remains in continuous service with the issuer as of each vesting date.

Remarks:

	/s/ E. Jack Connolly, Attorney-in-Fact	01/27/2026
	** 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 activity did DHI Group (DHX) report for Art Zeile on January 26, 2026?

Art Zeile reported tax-related share withholdings and a new restricted stock grant. The company withheld shares upon vesting of equity awards and granted 200,000 restricted shares that vest in three annual installments, contingent on his continued service with DHI Group.

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

DHI Group withheld 40,467 shares linked to performance-based restricted stock units and 55,464 shares from a restricted stock award. These withholdings occurred at a price of $1.79 per share to satisfy Zeile’s tax obligations when the awards vested.

What restricted stock grant did Art Zeile receive from DHI Group (DHX)?

Art Zeile received a grant of 200,000 shares of DHI Group common stock at $0 per share. This grant is structured as restricted stock that vests over three years, subject to his remaining in continuous service with the company through each vesting date.

What are the vesting terms for Art Zeile’s 200,000-share restricted stock grant at DHI Group (DHX)?

The 200,000 restricted shares vest in three equal one-third installments. Vesting dates are January 26, 2027, January 26, 2028, and January 26, 2029, and each installment requires that Art Zeile remain in continuous service with DHI Group through the respective date.

How many DHI Group (DHX) shares did Art Zeile own after the reported Form 4 transactions?

Following the reported tax withholdings and the new restricted stock grant, Art Zeile directly beneficially owned 3,379,524 shares of DHI Group common stock. This figure reflects his ownership after all the January 26, 2026 transactions described in the Form 4.

What role does Art Zeile hold at DHI Group (DHX) in this Form 4 filing?

Art Zeile is identified as both a director and an officer of DHI Group, serving as President and Chief Executive Officer. The reported equity transactions relate to his compensation and tax obligations in connection with DHI Group stock-based incentive awards.