DHI Group (DHX) executive grants and tax share withholding detailed in Form 4

Rhea-AI Filing Summary

DHI Group, Inc. executive Alexander Schildt, President of ClearanceJobs, reported equity compensation activity on January 27, 2026. The filing shows the issuer withheld 3,605 shares of common stock at $1.81 per share to cover taxes on vested performance-based restricted stock units, and 4,599 shares at $1.81 to cover taxes on a vested restricted stock award.

Schildt also acquired 31,355 shares of DHI 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. Following these transactions, he directly beneficially owned 163,848 shares of DHI common stock.

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^*

Schildt Alexander

(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)
	President, ClearanceJobs

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		3,605(1)	D	$1.81	137,092	D
Common Stock	01/27/2026		F		4,599(2)	D	$1.81	132,493	D
Common Stock	01/27/2026		A		31,355(3)	A	$0	163,848	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, 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.

FAQ

Who is the insider reporting this Form 4 transaction for DHI Group (DHX)?

The Form 4 is filed by Alexander Schildt, who serves as President, ClearanceJobs at DHI Group, Inc. He is reported as an officer, not a director or 10% owner, and holds his DHI common stock directly.

What share transactions did Alexander Schildt report in this DHI Group (DHX) Form 4?

Alexander Schildt reported three common stock transactions on January 27, 2026: two withholding events of 3,605 and 4,599 shares at $1.81 for taxes, and an acquisition of 31,355 shares at $0 tied to earned performance stock units.

Why were shares withheld from Alexander Schildt’s DHI Group (DHX) equity awards?

The filing states that 3,605 shares were withheld to satisfy tax obligations on performance-based restricted stock units, and 4,599 shares were withheld for taxes on a restricted stock award, both actions taken by the issuer upon vesting of those awards.

What are the performance stock units (PSUs) reported by Alexander Schildt at DHI Group (DHX)?

The 31,355 shares represent DHI common stock underlying PSUs granted in 2025 that were earned based on performance. Each earned PSU gives a contingent right to one share upon vesting, with vesting in three equal installments over 2026, 2027, and 2028, subject to continued employment.

What is the vesting schedule for Alexander Schildt’s earned PSUs at DHI Group (DHX)?

According to the filing, one-third of the earned PSUs vested on January 27, 2026. The remaining two one-third portions are scheduled to vest on January 27, 2027 and January 27, 2028, provided Alexander Schildt remains employed through each vesting date.

How many DHI Group (DHX) shares does Alexander Schildt own after these Form 4 transactions?

Following the reported transactions on January 27, 2026, Alexander Schildt is shown as directly beneficially owning 163,848 shares of DHI Group, Inc. common stock. The Form 4 characterizes all reported holdings as directly owned.