[Form 4] DHI Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Zeile Art, who is listed as President & CEO and a director of DHI Group, Inc. (DHX), reported a non-market disposition of 11,000 shares of common stock on 08/28/2025. The filing states this transfer was a charitable donation, with no value received, and the reported shares were donated rather than sold. Following the transaction, the reporting person beneficially owned 3,275,455 shares. The Form 4 was signed by an attorney-in-fact on 09/02/2025. The filing contains no derivative transactions and no amendment date.

Positive

• Transparent disclosure of the insider transaction consistent with Section 16 reporting requirements
• Donation (non-market transfer) indicates shares were gifted to charity rather than sold for cash

Negative

• Small reduction in insider's beneficial holdings (11,000 shares), though not evidently material to control or liquidity

Insights

Financial Analyst

TL;DR Insiders disclosed a small, non-market gift of shares; ownership remains large and this is unlikely to materially affect valuation.

The report shows a charitable donation of 11,000 common shares by the President & CEO, reducing beneficial holdings to 3,275,455 shares. Because the transfer was a gift with no proceeds, it does not reflect liquidity-taking via market sales. The absolute size of the disposition compared with total holdings suggests limited impact on share supply or governance influence. No options, exercises, or other derivative activity were reported, simplifying the ownership picture.

Corporate Governance Expert

TL;DR Filing documents an arm's-length charitable transfer by a key insider; disclosure supports transparency and compliance with Section 16 rules.

The Form 4 identifies the reporting person as both President & CEO and a director, which makes accurate and timely reporting important for governance oversight. The donation is explicitly recorded as non-market, and the form is signed by an attorney-in-fact, indicating an authorized filing process. There are no indications of related-party transactions or changes to derivative holdings based on this 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

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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)
08/28/2025

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	08/28/2025		G		11,000	D	$0(1)	3,275,455	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. This transaction represents a charitable donation and not a market transaction, thus no price has been reported. No value was received for the gifted shares.

Remarks:

	/s/ E. Jack Connolly, Attorney-in-Fact	09/02/2025
	** 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 Zeile Art report on Form 4 for DHX?

The filing reports a charitable donation of 11,000 shares of DHI Group, Inc. common stock executed on 08/28/2025 with no proceeds received.

How many DHX shares does the reporting person own after the transaction?

Following the reported donation, the reporting person beneficially owned 3,275,455 shares.

Was the transaction a market sale or transfer for value?

No. The Form 4 explicitly states the transfer was a charitable donation and no value was received for the gifted shares.

Did the Form 4 report any option exercises or derivative transactions for DHX?

No. Table II (derivative securities) shows no derivative transactions were reported in this filing.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by E. Jack Connolly, Attorney-in-Fact on 09/02/2025.