DHI Group (NYSE: DHX) CTO logs tax withholding and 62,709-share PSU grant

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

DHI Group, Inc. Chief Technology Officer Paul Farnsworth reported several equity-related transactions on January 27, 2026. The company withheld 8,791 shares of common stock at $1.81 per share to cover taxes on vesting of performance-based restricted stock units and another 12,712 shares at $1.81 to cover taxes on a restricted stock award.

Farnsworth also acquired 62,709 shares of common stock at $0, representing earned performance stock units granted in 2025. One-third of these earned PSUs vested on January 27, 2026, with additional one-third portions scheduled to vest on January 27, 2027 and January 27, 2028, subject to continued employment. After these transactions, he directly held 687,509 DHI Group common shares.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Farnsworth Paul

Role Chief Technology Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	8,791	$1.81	$16K
Tax Withholding	Common Stock	12,712	$1.81	$23K
Grant/Award	Common Stock	62,709	$0.00	--

Holdings After Transaction: Common Stock — 637,512 shares (Direct)

Footnotes (1)

Reflects the withholding of shares by the Issuer to satisfy tax obligations upon the vesting of a performance-based restricted stock units. Reflects the withholding of shares by the Issuer to satisfy tax obligations upon the vesting of a restricted stock award. 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.

Form 4 Insider Transactions: What Each Field Means →

01/29/2026 - 04:15 PM

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

OMB Number:			3235-0287
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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

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)
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/27/2026		F		8,791⁽¹⁾	D	$1.81	637,512	D
Common Stock	01/27/2026		F		12,712⁽²⁾	D	$1.81	624,800	D
Common Stock	01/27/2026		A		62,709⁽³⁾	A	$0	687,509	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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).
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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did DHI Group (DHX) report for its CTO?

DHI Group reported that CTO Paul Farnsworth had shares withheld to cover taxes on vesting equity awards and received shares from earned performance stock units. These transactions adjusted his direct common stock holdings while reflecting routine compensation-related activity tied to equity incentives.

How many DHI Group shares were withheld for taxes in this Form 4?

A total of 21,503 DHI Group common shares were withheld for taxes: 8,791 shares tied to performance-based restricted stock units and 12,712 shares tied to a restricted stock award, each at a price of $1.81 per share, according to the Form 4 disclosure.

What is the size of the performance stock unit grant to the DHI Group CTO?

The CTO received 62,709 DHI Group common shares at $0, representing earned performance stock units granted in 2025. Each earned PSU equals one share, reflecting performance achieved under the plan and forming part of his overall equity-based compensation package.

What is the vesting schedule for the DHI Group CTO’s performance stock units?

One-third of the earned performance stock units vested on January 27, 2026. The remaining two-thirds are scheduled to vest in equal parts on January 27, 2027 and January 27, 2028, contingent on the CTO’s continued employment through each future vesting date.

How many DHI Group shares does the CTO hold after these transactions?

After the reported transactions, CTO Paul Farnsworth directly held 687,509 shares of DHI Group common stock. This figure reflects the share withholding for taxes, the zero-cost issuance of earned performance stock units, and provides an updated view of his direct equity stake.

What do the transaction codes F and A mean in this DHI Group Form 4?

In this Form 4, code F indicates shares withheld by DHI Group to satisfy tax obligations upon vesting of stock awards. Code A indicates shares acquired, here representing 62,709 common shares issued at $0 from earned performance stock units granted under the company’s incentive plan.