DHI Group (DHX) CFO gets 60,000 restricted shares, reports tax share withholdings

Rhea-AI Filing Summary

DHI Group, Inc. Chief Financial Officer Gregory Schippers reported several stock transactions in late January 2026. On January 26, 2026, he received a grant of 60,000 shares of restricted common stock at $0 per share, increasing his directly held stake to 255,484 shares.

On January 24 and 26, 2026, the company withheld a total of several thousand shares of common stock at prices of $1.73 and $1.79 per share to cover tax obligations upon vesting of performance-based restricted stock units and restricted stock awards. The new restricted grant will vest in three equal installments on January 26, 2027, January 26, 2028, and January 26, 2029, if he remains in continuous service.

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^*

Schippers Gregory

(Last) (First) (Middle)

C//O DHI GROUP, INC.

6465 SOUTH CENTENNIAL 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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/24/2026

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	01/24/2026		F		810(1)	D	$1.73	202,685(2)(3)	D
Common Stock	01/24/2026		F		2,028(4)	D	$1.73	200,657	D
Common Stock	01/26/2026		F		1,929(1)	D	$1.79	198,728	D
Common Stock	01/26/2026		F		3,244(4)	D	$1.79	195,484	D
Common Stock	01/26/2026		A		60,000(5)	A	$0	255,484	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. Includes 4,296 and 4,857 shares purchased under the DHI Group, Inc. Employee Stock Repurchase Plan on June 30, 2025 and December 31, 2025.

3. In accordance with the ESPP, the purchase price per share was 85% of the closing price of the Issuer's common stock on January 2, 2025 and December 31, 2025.

4. Reflects the withholding of shares by the Issuer to satisfy tax obligations upon the vesting of a restricted stock award.

5. 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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What insider transactions did DHI Group (DHX) CFO Gregory Schippers report?

Gregory Schippers reported multiple common stock transactions, including a grant of 60,000 restricted shares on January 26, 2026, and several share withholdings used to satisfy tax obligations tied to vesting equity awards at prices of $1.73 and $1.79 per share.

How many DHI Group (DHX) shares does the CFO hold after these Form 4 transactions?

After the reported transactions, Chief Financial Officer Gregory Schippers beneficially owns 255,484 shares of DHI Group common stock directly. This figure reflects the impact of both the new 60,000-share restricted stock grant and the shares withheld to cover tax obligations on vesting awards.

What is the structure of the 60,000 restricted shares granted to the DHI Group (DHX) CFO?

The 60,000-share restricted stock grant to the DHI Group CFO vests in three equal installments. One-third vests on January 26, 2027, another third on January 26, 2028, and the final third on January 26, 2029, subject to continuous service with the company.

Why were some DHI Group (DHX) shares withheld in the CFO’s Form 4 filing?

Shares were withheld by DHI Group to satisfy tax obligations triggered when certain performance-based restricted stock units and restricted stock awards vested. The Form 4 notes that these withholding transactions occurred at prices of $1.73 and $1.79 per share on January 24 and January 26, 2026.

Did the DHI Group (DHX) CFO pay for the 60,000 restricted shares reported on Form 4?

The 60,000 restricted shares were reported at a price of $0 per share, indicating they were granted as equity compensation rather than purchased in the open market. The shares will vest over time, subject to the CFO’s continued service with DHI Group.

What dates are important in the DHI Group (DHX) CFO’s recent equity transactions?

Key dates include January 24, 2026, and January 26, 2026, when share withholdings and the restricted stock grant occurred. Future vesting dates for the 60,000-share grant are January 26, 2027, January 26, 2028, and January 26, 2029, contingent on continued service.