DHI Group director granted 33,602 restricted shares

Windley David reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Windley David reported acquisition or exercise transactions in this Form 4 filing.

DHI Group, Inc. director David Windley received a grant of 33,602 shares of common stock as equity compensation. The shares are structured as restricted stock that will vest on May 14, 2027, and increase his direct holdings to 343,786 shares in total.

Insider Trade Summary

Grant/Award: 33,602 shares

Grant/Award 1 txn

Insider Windley David

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	33,602	$0.00	$0.00

Holdings After Transaction: Common Stock — 343,786 shares (Direct)

Footnotes (1)

1. F1. Represents a grant of restricted stock, which vests on May 14, 2027.

Key Figures

Restricted stock grant: 33,602 shares Total holdings after grant: 343,786 shares Grant price per share: $0.0000 per share +2 more

5 metrics

Restricted stock grant 33,602 shares Grant of common stock to director on May 14, 2026

Total holdings after grant 343,786 shares Director’s direct ownership following the transaction

Grant price per share $0.0000 per share Equity compensation grant, non-cash acquisition

Vesting date May 14, 2027 Restricted stock vests on this date

Transaction code A Grant, award, or other acquisition of common stock

Key Terms

restricted stock, Form 4, transaction code, equity compensation

4 terms

restricted stock financial

"Represents a grant of restricted stock, which vests on May 14, 2027."

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

transaction code financial

"transaction_code_description": "Grant, award, or other acquisition""

equity compensation financial

"Represents a grant of restricted stock, which vests on May 14, 2027."

Equity compensation is pay given to employees, executives or contractors in the form of company ownership—such as stock, stock options or restricted shares—rather than just cash. It matters to investors because it can align workers' incentives with shareholders (like paying someone in slices of the same pie they help grow), but it also increases the number of shares outstanding and company expenses, affecting ownership percentages and earnings per share.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did DHI Group (DHX) director David Windley report in this Form 4?

David Windley reported receiving a grant of 33,602 shares of DHI Group common stock. The award is classified as restricted stock and represents an equity-based compensation grant, not an open-market purchase or sale of shares.

Is the DHI Group (DHX) Form 4 transaction a stock purchase or sale?

The Form 4 transaction is an acquisition of shares through a grant or award, not a market trade. The filing shows a code “A” transaction, meaning shares were granted as compensation at a price of $0.0000 per share.

When do the newly granted DHI Group (DHX) restricted shares vest?

The 33,602 restricted shares granted to director David Windley vest on May 14, 2027. Until that vesting date, the shares are subject to restrictions as described in the award terms referenced in the Form 4 footnote.

How many DHI Group (DHX) shares does David Windley hold after this grant?

After the restricted stock grant, David Windley directly holds 343,786 shares of DHI Group common stock. This total reflects the addition of 33,602 newly granted shares to his prior direct holdings as disclosed in the Form 4.

What does transaction code “A” indicate in the DHI Group (DHX) Form 4?

Transaction code “A” on the Form 4 indicates a grant, award, or other acquisition of securities. In this case, it represents a restricted stock award of 33,602 shares to director David Windley as part of his equity compensation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/18/2026 - 04:20 PM EDT Learn about SEC filing dates

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
Estimated average burden
hours per response:			0.5

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^*

Windley David

(Last) (First) (Middle)

C/O DHI GROUP, INC.

6465 SOUTH GREENWOOD PLAZA, SUITE 400

(Street)

CENTENNIAL COLORADO 80111

(City) (State) (Zip)

UNITED STATES

(Country)

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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/14/2026		A		33,602(1)	A	$0	343,786	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. Represents a grant of restricted stock, which vests on May 14, 2027.

Remarks:

	/s/ E. Jack Connolly, Attorney-in-Fact	05/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)