DHI Group (NYSE: DHX) CLO gets 30,000-share grant, settles taxes in stock

Rhea-AI Filing Summary

DHI Group, Inc. Chief Legal Officer Edward Jack Connolly reported several stock transactions involving company common shares. On January 24, 2026, the company withheld 516 shares at $1.73 and 1,549 shares at $1.73 to cover taxes on vested performance-based and time-based equity awards.

On January 26, 2026, the company withheld an additional 3,069 shares and 3,871 shares at $1.79 for the same tax settlement purposes. That same day, Connolly received a grant of 30,000 restricted shares, which vest in three equal annual installments on January 26, 2027, 2028, and 2029, contingent on continued service. After these transactions, he directly owned 120,730 DHI Group 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

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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^*

Connolly Edward Jack

(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)
	Chief Legal Officer

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		516(1)	D	$1.73	99,219	D
Common Stock	01/24/2026		F		1,549(2)	D	$1.73	97,670	D
Common Stock	01/26/2026		F		3,069(1)	D	$1.79	94,601	D
Common Stock	01/26/2026		F		3,871(2)	D	$1.79	90,730	D
Common Stock	01/26/2026		A		30,000(3)	A	$0	120,730	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	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

What insider transactions did DHI Group (DHX) report for its Chief Legal Officer?

DHI Group reported tax-related share withholdings and a new equity grant for its Chief Legal Officer. Shares were withheld to cover taxes on vesting stock awards, and he received 30,000 restricted shares vesting over three years, increasing his direct ownership to 120,730 shares.

How many DHI Group (DHX) shares were granted to the Chief Legal Officer?

The Chief Legal Officer received a grant of 30,000 DHI Group common shares. These are restricted stock that vest in three equal installments on January 26 of 2027, 2028, and 2029, subject to his continued service with the company on each vesting date.

Why were DHI Group (DHX) shares withheld from the Chief Legal Officer?

DHI Group withheld shares to satisfy tax obligations triggered by equity vesting. On January 24 and 26, 2026, several small blocks of common stock were withheld when performance-based restricted stock units and restricted stock awards vested, instead of the officer paying taxes in cash.

What is the vesting schedule for the new DHI Group (DHX) restricted stock grant?

The 30,000-share restricted stock grant vests in three equal parts. One-third vests on January 26, 2027, another third on January 26, 2028, and the final third on January 26, 2029, provided the Chief Legal Officer remains continuously employed by DHI Group through each vesting date.

How many DHI Group (DHX) shares does the Chief Legal Officer own after these Form 4 transactions?

Following the reported transactions, the Chief Legal Officer directly owns 120,730 DHI Group common shares. This figure reflects the net result after tax-related share withholdings and the new 30,000-share restricted stock grant reported in the Form 4 filing.