DHI Group (DHX) awards 90,000 restricted shares to Chief People Officer

Rhea-AI Filing Summary

Andora Elizabeth reported acquisition or exercise transactions in this Form 4 filing.

DHI Group, Inc. reported that Chief People Officer Elizabeth Andora was granted 90,000 shares of common stock as restricted stock. The award carries no purchase price and increases her directly owned shares to 90,000.

The restricted stock will vest in three equal installments: one-third on February 23, 2027, one-third on February 23, 2028, and one-third on February 23, 2029, provided she remains in continuous service with the company on each vesting date.

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^*

Andora Elizabeth

(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 People Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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	02/23/2026		A		90,000(1)	A	$0	90,000	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 that will vest according to the following schedule: 1/3 on February 23, 2027, 1/3 on February 23, 2028 and 1/3 on February 23, 2029, provided that the reporting person remains in continuous service with the issuer as of each vesting date.

Remarks:

This Form 4 is being filed late due to an administrative delay in obtaining the reporting person's filing credentials. This late filing is not due to any error of the reporting person.

	/s/ E. Jack Connolly, Attorney-in-Fact	02/27/2026
	** 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).
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 insider transaction did DHI Group (DHX) disclose for Elizabeth Andora?

DHI Group disclosed that Chief People Officer Elizabeth Andora received a grant of 90,000 shares of restricted common stock. This equity award was reported as an acquisition with no purchase price, reflecting a compensation-related stock grant rather than an open-market transaction.

How many DHI Group (DHX) shares were granted to Elizabeth Andora?

Elizabeth Andora was granted 90,000 shares of DHI Group common stock as restricted stock. Following this grant, her directly owned common stock position is 90,000 shares, all of which are subject to the stated vesting schedule and service-based conditions in the award.

What is the vesting schedule of Elizabeth Andora’s DHI Group (DHX) restricted stock?

The 90,000-share restricted stock grant vests in three equal installments. One-third vests on February 23, 2027, another third on February 23, 2028, and the final third on February 23, 2029, contingent on continuous service with DHI Group at each vesting date.

Did Elizabeth Andora pay for the DHI Group (DHX) shares she acquired?

No, the filing reports a transaction price per share of $0.0000, indicating a compensatory grant. The Form 4 classifies the transaction under code A, described as a grant, award, or other acquisition, rather than a purchase in the open market.

Is Elizabeth Andora’s ownership in DHI Group (DHX) direct or indirect after this grant?

The filing shows Elizabeth Andora’s ownership as direct, with an ownership code of D. After the restricted stock grant, she directly holds 90,000 shares of DHI Group common stock, all tied to the specified vesting and continued-service requirements.