DHI Group (DHX) CTO receives 40,000 restricted shares and reports tax withholdings

Rhea-AI Filing Summary

DHI Group, Inc. Chief Technology Officer Paul Farnsworth reported several equity-related transactions in company common stock. On January 26, 2026, the company withheld 12,709 shares at $1.79 per share to cover taxes on vesting performance-based restricted stock units and 16,030 shares at $1.79 per share to cover taxes on a restricted stock award.

That same day, Farnsworth received a grant of 40,000 restricted shares at $0 exercise price, scheduled to vest in three equal installments on January 26, 2027, January 26, 2028, and January 26, 2029, contingent on continued service. After these transactions, he directly beneficially owned 646,303 shares of DHI Group 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^*

Farnsworth Paul

(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 Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2026

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	01/26/2026		F		12,709(1)	D	$1.79	622,333	D
Common Stock	01/26/2026		F		16,030(2)	D	$1.79	606,303	D
Common Stock	01/26/2026		A		40,000(3)	A	$0	646,303	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, Attorney-in-Fact	01/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did DHI Group (DHX) report for its CTO?

DHI Group’s Chief Technology Officer Paul Farnsworth reported tax-related share withholdings and a new restricted stock grant. The transactions involved vested performance-based and time-based awards plus a 40,000-share grant that vests in thirds from 2027 through 2029, subject to continued service.

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

The company withheld 12,709 shares tied to performance-based restricted stock units and 16,030 shares from a restricted stock award. Both withholdings occurred at a price of $1.79 per share to satisfy the executive’s tax obligations upon vesting of those equity awards.

What are the terms of the 40,000-share restricted stock grant to DHI Group’s CTO?

Paul Farnsworth received 40,000 restricted shares at a $0 exercise price. The award vests in three equal installments on January 26, 2027, January 26, 2028, and January 26, 2029, provided he remains in continuous service with DHI Group through each vesting date.

How many DHI Group (DHX) shares does the CTO own after these transactions?

After the reported Form 4 transactions, Chief Technology Officer Paul Farnsworth directly beneficially owned 646,303 shares of DHI Group common stock. This figure reflects the tax-related share withholdings and the new 40,000-share restricted stock grant reported as of January 26, 2026.

What does transaction code “F” mean in the DHI Group CTO Form 4?

Transaction code “F” indicates shares were withheld by the issuer to cover tax obligations related to vesting stock awards. In this filing, DHI Group withheld shares from both performance-based restricted stock units and a restricted stock award at $1.79 per share to meet required taxes.

Is the 40,000-share award to DHI Group’s CTO immediately vested?

No, the 40,000-share restricted stock award is not immediately vested. It vests in three equal tranches on January 26 of 2027, 2028, and 2029. Vesting requires that Paul Farnsworth remain in continuous service with DHI Group on each scheduled vesting date.