DHI Group (DHX) CEO Art Zeile logs tax withholding and PSU share vesting

Rhea-AI Filing Summary

DHI Group, Inc. President and CEO Art Zeile reported equity compensation and related tax-share withholding on common stock of the company. On January 27, 2026, the issuer withheld 28,579 shares and 36,459 shares of common stock at $1.81 per share to cover tax obligations upon vesting of performance-based and time-based awards. On the same date, Zeile acquired 195,967 shares at $0 per share, representing earned performance stock units granted in 2025. One-third of these earned PSUs vested on January 27, 2026, with additional thirds scheduled to vest on January 27, 2027 and January 27, 2028, subject to continued employment. Following these transactions, Zeile directly owned 3,510,453 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^*

ZEILE ART

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

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		28,579(1)	D	$1.81	3,350,945	D
Common Stock	01/27/2026		F		36,459(2)	D	$1.81	3,314,486	D
Common Stock	01/27/2026		A		195,967(3)	A	$0	3,510,453	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).
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FAQ

What insider transactions did DHI Group (DHX) CEO Art Zeile report?

Art Zeile reported tax-related share withholding and performance stock unit vesting. On January 27, 2026, shares were withheld to satisfy tax obligations, and 195,967 earned performance stock units were converted into DHI common stock at no cash cost to him.

How many DHI Group (DHX) shares does CEO Art Zeile own after this Form 4?

After the reported transactions, Art Zeile directly owned 3,510,453 shares of DHI Group common stock. This figure reflects tax withholding on vested awards and the share issuance from earned performance stock units granted in 2025 and partially vested in 2026.

What does the 195,967-share award to DHI Group (DHX) CEO represent?

The 195,967 shares represent DHI common stock underlying performance stock units granted in 2025 that were earned based on performance. Each earned unit converts into one share, with vesting in three annual installments in 2026, 2027, and 2028, subject to continued employment.

Why were DHI Group (DHX) shares withheld in Art Zeile’s Form 4 filing?

Shares were withheld by DHI Group to cover tax obligations triggered when equity awards vested. Specifically, 28,579 shares related to performance-based restricted stock units and 36,459 shares related to a restricted stock award, both withheld at a price of $1.81 per share.

Is the DHI Group (DHX) CEO’s Form 4 mainly a sale or compensation event?

The Form 4 primarily reflects equity compensation mechanics rather than open-market selling. It shows tax-share withholding on vested awards and the issuance of 195,967 shares from earned performance stock units, resulting in a net increase in the CEO’s direct share ownership.

What future vesting schedule is disclosed for DHI Group (DHX) performance stock units?

One-third of the earned performance stock units vested on January 27, 2026. The remaining thirds are scheduled to vest on January 27, 2027 and January 27, 2028, provided Art Zeile remains employed through each of those vesting dates.