ZEILE ART 4

What Happened Art Zeile, President & CEO and Director of DHI Group (ticker: DHX), was granted 200,000 restricted shares on January 26, 2026 (award code A). On the same date the company withheld and disposed of 40,467 and 55,464 shares (total 95,931 shares) to satisfy tax obligations related to vesting (transaction code F). The withheld shares were disposed at $1.79 each, totaling $72,436 and $99,281 respectively (combined $171,717). The grant itself shows an acquisition price of $0 (restricted stock award).

Key Details

• Transaction date: 2026-01-26; Form 4 filed 2026-01-27 (timely).
• Disposals for tax withholding: 40,467 shares @ $1.79 = $72,436 (F); 55,464 shares @ $1.79 = $99,281 (F).
• Grant: 200,000 restricted shares @ $0.00 (A).
• Shares owned after transaction: not disclosed in the provided filing.
• Footnotes: F1/F2 indicate shares were withheld by the issuer to satisfy tax obligations on vesting; F3 notes the 200,000 restricted shares vest 1/3 on Jan 26 of 2027, 2028 and 2029, subject to continued service.

Context This filing reflects a stock award and routine tax-withholding dispositions, not an open-market sale or purchase. The withheld/disposed shares were used solely to cover tax liabilities upon vesting of awards (a common administrative action) and do not necessarily indicate a change in the insider’s investment stance.