DHI Group (NYSE: DHX) HR chief nets 19,597-share performance award

Rhea-AI Filing Summary

DHI Group, Inc. Chief Human Resources Officer Pamela Bilash reported routine equity compensation activity involving common stock. On January 27, 2026, the company withheld 3,244 shares at $1.81 per share to cover taxes on vested performance-based restricted stock units and 4,138 shares at $1.81 to cover taxes on a restricted stock award.

Bilash also acquired 19,597 shares at $0 under performance stock units granted in 2025 that were earned based on performance. One-third of these earned PSUs vested on January 27, 2026, with the remaining thirds scheduled to vest on January 27, 2027 and January 27, 2028, subject to continued employment. After these transactions, she directly beneficially owned 561,649 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

OMB APPROVAL

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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^*

Bilash Pamela

(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 Human Resources Officer

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		3,244(1)	D	$1.81	546,190	D
Common Stock	01/27/2026		F		4,138(2)	D	$1.81	542,052	D
Common Stock	01/27/2026		A		19,597(3)	A	$0	561,649	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 DHX report for Pamela Bilash?

Pamela Bilash reported routine equity compensation moves: tax withholding on vested stock and a performance-based share grant. Two transactions withheld shares at $1.81 to pay taxes, and one granted 19,597 earned performance stock units at no cost, increasing her direct holdings.

How many DHI Group (DHX) shares were withheld for taxes?

DHI Group withheld 3,244 shares tied to performance-based restricted stock units and 4,138 shares tied to a restricted stock award. Both withholdings occurred at a share price of $1.81 to satisfy related tax obligations on the vesting events for Pamela Bilash.

What stock award did Pamela Bilash receive from DHI Group?

Pamela Bilash received 19,597 shares of DHI common stock linked to performance stock units granted in 2025. These shares were earned based on performance achieved, with one-third vesting in 2026 and the remaining thirds scheduled for 2027 and 2028, contingent on continued employment.

How many DHI Group shares does Pamela Bilash own after these transactions?

After completing the reported transactions, Pamela Bilash directly beneficially owned 561,649 shares of DHI Group common stock. This balance reflects tax-related share withholdings and the net increase from earned performance stock units that vested and were credited to her holdings.

Are the reported DHX insider transactions open-market sales or grants?

The reported DHX insider transactions are not open-market sales. Two entries reflect share withholding by the issuer to cover tax obligations on vesting, and one entry reflects a no-cost grant of 19,597 earned performance stock units to Pamela Bilash.

When will the remaining performance stock units for Pamela Bilash vest?

For the 2025 performance stock units, one-third vested on January 27, 2026. The remaining two-thirds are scheduled to vest in equal parts on January 27, 2027 and January 27, 2028, provided Pamela Bilash remains employed through each vesting date.