Farnsworth Paul 4

What Happened

• Paul Farnsworth, Chief Technology Officer of DHI Group (DHX), received a grant of 40,000 restricted shares (reporting code A) on 2026-01-26. The grant was reported with a $0 per-share acquisition price.
• On the same date he had 12,709 shares and 16,030 shares withheld (reporting code F) to satisfy tax obligations related to vesting/events, at $1.79 per share — cash value $22,749 and $28,694 respectively (total $51,443). These withholdings are disposals for tax purposes, not open-market sales.

Key Details

• Transaction date: January 26, 2026; Form 4 filed January 27, 2026 (timely filed).
• Withholding disposals: 12,709 shares @ $1.79 = $22,749 (footnote F1 — to satisfy taxes on performance-based RSUs); 16,030 shares @ $1.79 = $28,694 (footnote F2 — to satisfy taxes on a restricted stock award).
• Grant: 40,000 restricted shares @ $0.00 (footnote F3). Vesting schedule: 1/3 on 1/26/2027, 1/3 on 1/26/2028, and 1/3 on 1/26/2029, subject to continuous service.
• Shares owned after transaction: not disclosed in the provided filing summary.
• Transaction codes: A = award/grant; F = tax withholding (cashless or share withholding to cover tax liabilities).

Context

• The disposals were share withholdings to cover tax obligations tied to equity awards — a routine administrative transaction and not an open-market sale signaling a change in sentiment.
• The 40,000-share grant is restricted stock with multi-year vesting; future vesting is contingent on continued service. Purchases would generally be more bullish signals; this filing mainly reflects compensation vesting and tax withholding.