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DHI Group (DHX) CIO sees 959 shares withheld to cover taxes

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

DHI Group, Inc. Chief Information Officer Sarah Elizabeth Knapp had 959 shares of common stock withheld on July 25, 2026 at $3.85 per share to satisfy tax obligations arising from the vesting of a restricted stock award. Following this tax-withholding disposition, she directly holds 63,056 common shares.

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Insider Knapp Sarah Elizabeth
Role Chief Information Officer
Type Security Shares Price Value
Tax Withholding Common Stock F1 959 $3.85 $4K
Holdings After Transaction: Common Stock — 63,056 shares (Direct)
Footnotes (1)
  1. F1. Reflects the withholding of shares by the Issuer to satisfy tax obligations upon the vesting of a restricted stock award.
Shares withheld for taxes 959.0000 shares Withheld on 2026-07-25 to satisfy tax obligations on vesting
Per-share value for withholding $3.8500 per share Value applied to the 959.0000 withheld shares
Shares owned after transaction 63056.0000 shares Directly held DHI Group common stock following tax withholding
withholding of shares financial
"Reflects the withholding of shares by the Issuer to satisfy tax obligations"
tax obligations financial
"to satisfy tax obligations upon the vesting of a restricted stock award"
restricted stock award financial
"upon the vesting of a restricted stock award"
A restricted stock award is company shares given to an employee or executive that cannot be sold or fully owned until certain conditions—like staying with the company for a set time or hitting performance targets—are met. Think of it as a gift that only becomes yours after you fulfill specific obligations; for investors, these awards matter because they can increase the total shares outstanding when they vest, reveal how management is being paid and motivated, and create potential selling pressure when restrictions lift.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What insider transaction did DHI Group (DHX) report for Sarah Elizabeth Knapp?
Sarah Elizabeth Knapp had 959 DHI Group common shares withheld at $3.85 per share on July 25, 2026. The shares were used to cover tax obligations tied to a vesting restricted stock award, rather than sold on the open market.

Was the DHI Group (DHX) insider activity a sale of shares?
No, the transaction was a tax-withholding disposition, not an open-market sale. The company withheld 959 shares to satisfy Knapp’s tax obligations upon vesting of a restricted stock award, as described in the accompanying footnote.

How many DHI Group (DHX) shares does Sarah Elizabeth Knapp own after this transaction?
After the tax-withholding disposition, Sarah Elizabeth Knapp directly holds 63,056 DHI Group common shares. This figure reflects her position following the withholding of 959 shares to meet tax liabilities on a vesting restricted stock award.

What was the per-share value used for the DHI Group (DHX) tax withholding?
The tax-withholding disposition valued the withheld shares at $3.85 per share. This price was applied to the 959 common shares withheld to satisfy tax obligations associated with the vesting of a restricted stock award granted to the CIO.

Was the DHI Group (DHX) insider transaction under a Rule 10b5-1 trading plan?
The company indicates this transaction was not made under a Rule 10b5-1 trading plan. The Form 4’s Rule 10b5-1 checkbox is unchecked, and the footnotes describe the activity solely as tax withholding on a restricted stock award vesting.

What type of equity award was involved in the DHI Group (DHX) insider transaction?
The transaction relates to a restricted stock award that vested for Sarah Elizabeth Knapp. Upon vesting, the issuer withheld 959 common shares to cover tax obligations, as specifically described in the explanatory footnote to the Form 4.
SEC Form 4
FORM 4UNITED 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*
Knapp Sarah Elizabeth
(Last)(First)(Middle)
6465 SOUTH GREENWOOD PLAZA
SUITE 400
(Street)
CENTENNIAL COLORADO 80111
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
DHI GROUP, INC. [ DHX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Information Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/25/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock07/25/2026F959(1)D$3.8563,056D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 restricted stock award.
Remarks:
/s/ E. Jack Connolly, Attorney-in-Fact07/28/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR