DHI Group (DHX) president awarded 40,000 restricted shares in 2026 Form 4

Rhea-AI Filing Summary

DHI Group, Inc. reported insider equity activity by Alexander Schildt, President of ClearanceJobs. On January 24 and January 26, 2026, several transactions coded “F” show small blocks of common stock withheld by the company at prices of $1.73 and $1.79 per share to cover tax obligations on vesting performance-based and time-based stock awards.

On January 26, 2026, Schildt also received a grant of 40,000 shares of restricted stock at $0 per share. This award will vest in three equal installments on January 26, 2027, 2028 and 2029, subject to his continued service with the company. After these transactions, he directly owned 140,697 shares of DHI Group common stock.

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^*

Schildt Alexander

(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)
	President, ClearanceJobs

3. Date of Earliest Transaction (Month/Day/Year)
01/24/2026

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	01/24/2026		F		383(1)	D	$1.73	104,484(2)(3)	D
Common Stock	01/24/2026		F		1,150(4)	D	$1.73	103,334	D
Common Stock	01/26/2026		F		912(1)	D	$1.79	102,422	D
Common Stock	01/26/2026		F		1,725(4)	D	$1.79	100,697	D
Common Stock	01/26/2026		A		40,000(5)	A	$0	140,697	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. Includes 1,457 shares purchased under the DHI Group, Inc. Employee Stock Repurchase Plan on December 31, 2025.

3. In accordance with the ESPP, the purchase price per share was 85% of the closing price of the Issuer's common stock on December 31, 2025.

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

5. 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).
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FAQ

Who is the insider in DHI Group (DHX) 2026 Form 4 filing?

The insider is Alexander Schildt, who serves as President of ClearanceJobs at DHI Group, Inc. The Form 4 details his recent stock-based compensation activity and related tax withholding transactions in the company’s common stock during January 2026.

What stock grant did Alexander Schildt receive from DHI Group (DHX)?

Alexander Schildt received a grant of 40,000 shares of restricted stock on January 26, 2026, at a price of $0 per share. The award vests in three equal installments on January 26, 2027, January 26, 2028, and January 26, 2029, contingent on continued service.

How will Alexander Schildt’s 40,000 DHI Group restricted shares vest?

The 40,000-share restricted stock grant will vest in three equal tranches: one-third on January 26, 2027, one-third on January 26, 2028, and one-third on January 26, 2029. Vesting requires that Schildt remain in continuous service with DHI Group on each vesting date.

Why were some DHI Group (DHX) shares withheld in Alexander Schildt’s Form 4?

Transactions coded “F” reflect shares withheld to satisfy tax obligations upon vesting of performance-based restricted stock units and restricted stock awards. Instead of selling shares in the market, the issuer retains a portion of vested shares to cover applicable withholding taxes.

How many DHI Group (DHX) shares does Alexander Schildt own after these transactions?

After the reported January 2026 transactions, Alexander Schildt directly owned 140,697 shares of DHI Group common stock. This figure reflects both the tax-related share withholdings and the new 40,000-share restricted stock grant disclosed in the Form 4 filing.

What does transaction code “F” mean in Alexander Schildt’s DHI Group Form 4?

Transaction code “F” indicates shares used to pay taxes on stock awards. In this Form 4, it marks issuer share withholding when performance-based restricted stock units and restricted stock awards vested, with the company retaining a portion of shares at specified prices to cover tax liabilities.