DHI Group executive withholds shares for taxes

DHI Group, Inc. reported that Alexander Schildt, President, ClearanceJobs, had 1,459 shares of common stock withheld at $3.85 per share to satisfy tax obligations upon vesting of a restricted stock award.

Rhea-AI Filing Summary

DHI Group, Inc. reported that Alexander Schildt, President, ClearanceJobs, had 1,459 shares of common stock withheld at $3.85 per share to satisfy tax obligations upon vesting of a restricted stock award. After this tax-withholding disposition, he holds 133,313 shares directly, including 1,367 shares purchased under the Employee Stock Repurchase Plan and excluding 443 erroneously issued Employee Stock Purchase Plan shares that were rescinded.

Insider Trade Summary

Tax Withholding: 1,459 shares

Tax Withholding 1 txn

Insider Schildt Alexander

Role President, ClearanceJobs

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1, F2, F3, F4	1,459	$3.85	$6K

Holdings After Transaction: Common Stock — 133,313 shares (Direct)

Footnotes (4)

1. F1. Reflects the withholding of shares by the Issuer to satisfy tax obligations upon the vesting of a restricted stock award.
2. F2. Includes 1,367 shares purchased under the DHI Group, Inc. Employee Stock Repurchase Plan on June 30, 2026.
3. F3. 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, 2026.
4. F4. 443 shares of common stock that were erroneously issued in an exempt transfer to the reporting person pursuant to the DHI Group, Inc. Employee Stock Purchase Plan on December 31, 2025 have been removed from the total reflected in Table I. This issuance was rescinded on June 18, 2026.

Key Figures

Shares withheld for taxes: 1,459 shares Withholding price per share: $3.85 per share Shares held after transaction: 133,313 shares +3 more

6 metrics

Shares withheld for taxes 1,459 shares Tax-withholding disposition of common stock on July 25, 2026

Withholding price per share $3.85 per share Value used for shares withheld to satisfy tax obligations

Shares held after transaction 133,313 shares Direct common stock holdings after tax withholding

ESRP shares purchased 1,367 shares Purchased under DHI Group Employee Stock Repurchase Plan on June 30, 2026

ESPP discount 85% of closing price Employee Stock Purchase Plan price vs January 2, 2026 closing price

Rescinded ESPP shares 443 shares Erroneously issued Employee Stock Purchase Plan shares rescinded June 18, 2026

Key Terms

withholding of shares, restricted stock award, Employee Stock Repurchase Plan, Employee Stock Purchase Plan, +1 more

5 terms

withholding of shares financial

"Reflects the withholding of shares by the Issuer to satisfy tax obligations"

restricted stock award financial

"tax obligations 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.

Employee Stock Repurchase Plan financial

"Includes 1,367 shares purchased under the DHI Group, Inc. Employee Stock Repurchase Plan"

Employee Stock Purchase Plan financial

"shares of common stock that were erroneously issued in an exempt transfer pursuant to the DHI Group, Inc. Employee Stock Purchase Plan"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

tax obligations financial

"withholding of shares by the Issuer to satisfy tax obligations"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did DHI Group (DHX) report for Alexander Schildt?

DHI Group reported that Alexander Schildt had 1,459 shares of common stock withheld at $3.85 per share to satisfy tax obligations upon vesting of a restricted stock award, recorded as a tax-withholding disposition rather than an open-market sale.

How many DHI Group (DHX) shares does Alexander Schildt hold after the latest Form 4?

Following the reported tax-withholding transaction, Alexander Schildt directly holds 133,313 DHI Group common shares. This figure includes 1,367 shares acquired through the Employee Stock Repurchase Plan and excludes 443 erroneously issued Employee Stock Purchase Plan shares that were later rescinded.

Was the DHI Group (DHX) Form 4 transaction a market sale or tax withholding?

The Form 4 describes the event as a tax-withholding disposition, not an open-market sale. Shares were withheld by the issuer to satisfy tax obligations incurred when a restricted stock award vested, using a value of $3.85 per share for the withheld stock.

How do employee stock plans affect Alexander Schildt’s DHI Group (DHX) holdings?

Schildt’s post-transaction holdings include 1,367 shares purchased under the DHI Group Employee Stock Repurchase Plan on June 30, 2026. In addition, 443 shares previously issued via the Employee Stock Purchase Plan were identified as erroneous and rescinded, reducing the total reported holdings.

Was a Rule 10b5-1 trading plan used for the DHI Group (DHX) Form 4 transaction?

The filing’s Rule 10b5-1 checkbox is not marked as applicable, and the footnotes do not reference any trading plan. The reported transaction is characterized as share withholding by the issuer to cover tax obligations from a restricted stock award vesting.

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

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Available on EDGAR 07/28/2026 - 04:14 PM Accepted by SEC EDGAR 07/28/2026 - 04:14 PM Learn about SEC filing dates

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

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^*

Schildt Alexander

(Last) (First) (Middle)

C/O DHI GROUP, INC.

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, ClearanceJobs

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/25/2026		F		1,459(1)	D	$3.85	133,313(2)(3)(4)	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 restricted stock award.

2. Includes 1,367 shares purchased under the DHI Group, Inc. Employee Stock Repurchase Plan on June 30, 2026.

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, 2026.

4. 443 shares of common stock that were erroneously issued in an exempt transfer to the reporting person pursuant to the DHI Group, Inc. Employee Stock Purchase Plan on December 31, 2025 have been removed from the total reflected in Table I. This issuance was rescinded on June 18, 2026.

Remarks:

	/s/ E. Jack Connolly, Attorney-in-Fact	07/28/2026
	** 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).
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)