DHI Group (DHX) Chief Legal Officer reports PSU vesting and tax share withholdings

Rhea-AI Filing Summary

DHI Group, Inc. Chief Legal Officer Edward Jack Connolly reported routine equity compensation activity. On January 27, 2026, the company withheld 3,035 and 3,871 shares of common stock at $1.81 per share to cover tax obligations upon vesting of performance-based and time-based stock awards.

On the same date, Connolly acquired 19,597 shares of DHI common stock at $0 as 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.

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^*

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)
01/27/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/27/2026		F		3,035(1)	D	$1.81	117,695	D
Common Stock	01/27/2026		F		3,871(2)	D	$1.81	113,824	D
Common Stock	01/27/2026		A		19,597(3)	A	$0	133,421	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 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	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.

FAQ

What insider transactions did DHI Group (DHX) report for Edward Jack Connolly?

DHI Group reported that Chief Legal Officer Edward Jack Connolly had shares withheld to cover taxes on vesting awards and received earned performance stock units. Transactions included withheld shares at $1.81 per share and an award of 19,597 shares at no cost upon PSU vesting.

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

The filing shows 3,035 and 3,871 DHI Group common shares were withheld to satisfy tax obligations. These withholdings occurred when a performance-based restricted stock unit grant and a restricted stock award vested, and are reported as disposition transactions at a price of $1.81 per share.

What equity award did Edward Jack Connolly receive from DHI Group (DHX)?

Connolly received 19,597 DHI Group common shares tied to performance stock units granted in 2025. These PSUs were earned based on performance levels, with each unit representing one share that vests over three years, subject to continued employment through each vesting date.

What is the vesting schedule for Edward Jack Connolly’s DHI Group performance stock units?

One-third of the earned performance stock units vested on January 27, 2026. The remaining two one‑third portions are scheduled to vest on January 27, 2027 and January 27, 2028, provided Connolly remains employed with DHI Group through each respective vesting date.

What role does Edward Jack Connolly hold at DHI Group (DHX) according to the Form 4?

According to the Form 4, Edward Jack Connolly serves as DHI Group’s Chief Legal Officer. The filing shows his transactions in DHI common stock, including tax-related share withholdings on vesting equity awards and the earning of performance stock units based on achieved performance criteria.

How many DHI Group (DHX) shares did Edward Jack Connolly hold after these transactions?

After the reported transactions, Connolly beneficially owned 133,421 DHI Group common shares directly. This figure reflects the net effect of the tax-related share withholdings and the acquisition of 19,597 shares tied to earned performance stock units granted in 2025.