Schippers Gregory 4

4 · DHI GROUP, INC. · Filed Jan 27, 2026

AI-generated summary of this filing

Updated Jan 27, 2026

DHI Group CFO Gregory Schippers Receives 60,000-Share Award

What Happened

Gregory Schippers, Chief Financial Officer of DHI Group, was granted a restricted stock award of 60,000 shares (report shows acquisition at $0.00 per share). The award vests 1/3 on each of Jan 26, 2027, 2028 and 2029, subject to continued service.
To cover tax obligations related to vesting of equity awards, the issuer withheld (disposed) a total of 8,011 shares across two dates: 810 and 2,028 shares on Jan 24, 2026, and 1,929 and 3,244 shares on Jan 26, 2026. The withholdings were recorded at per-share prices of $1.73 and $1.79, totaling $14,169 in value. These withholdings are tax-related (Form 4 code F), not open-market sales.

Key Details

Transaction dates and reported prices:
- 2026-01-24: 810 shares withheld @ $1.73 = $1,401; 2,028 shares withheld @ $1.73 = $3,508
- 2026-01-26: 1,929 shares withheld @ $1.79 = $3,453; 3,244 shares withheld @ $1.79 = $5,807
- 2026-01-26: 60,000 shares awarded @ $0.00 (restricted stock award)
Total withheld shares: 8,011; total value of withholdings reported: $14,169.
Shares owned after the transactions: not specified in the filing.
Relevant footnotes:
- F1/F4: Withholdings reflect shares withheld by issuer to satisfy tax obligations on vesting of performance-based RSUs and a restricted stock award.
- F5: The 60,000-share restricted stock grant vests 1/3 each on Jan 26 of 2027, 2028 and 2029, subject to continuous service.
- F2/F3: Footnotes also reference prior Employee Stock Purchase Plan purchases in 2025 (background detail).
Filing: Form 4 filed Jan 27, 2026, reporting transactions dated Jan 24 and Jan 26, 2026. The filing does not indicate a late-report flag.

Context

The disposals here are tax-withholding transactions (code F) rather than voluntary open-market sales; these are routine administrative actions to satisfy tax obligations when equity grants vest.
The 60,000-share item is a restricted stock grant that vests over three years; such awards are common retention/incentive compensation and only become freely tradable as they vest.
For retail investors, the key takeaway is that this filing reflects a new multi-year restricted award to the CFO and routine share withholding for taxes — not an insider cash sale signaling a change in conviction.

Form 4

Period: 2026-01-24

Chief Financial Officer

Transactions

Tax Payment
Common Stock
[F1][F2][F3]
2026-01-24$1.73/sh−810$1,401→ 202,685 total
Tax Payment
Common Stock
[F4]
2026-01-24$1.73/sh−2,028$3,508→ 200,657 total
Tax Payment
Common Stock
[F1]
2026-01-26$1.79/sh−1,929$3,453→ 198,728 total
Tax Payment
Common Stock
[F4]
2026-01-26$1.79/sh−3,244$5,807→ 195,484 total
Award
Common Stock
[F5]
2026-01-26+60,000→ 255,484 total

Footnotes (5)

[F1]Reflects the withholding of shares by the Issuer to satisfy tax obligations upon the vesting of a performance-based restricted stock units.
[F2]Includes 4,296 and 4,857 shares purchased under the DHI Group, Inc. Employee Stock Repurchase Plan on June 30, 2025 and December 31, 2025.
[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, 2025 and December 31, 2025.
[F4]Reflects the withholding of shares by the Issuer to satisfy tax obligations upon the vesting of a restricted stock award.
[F5]Represents a grant of restricted stock that will vest according to the following schedule: 1/3 on January 26, 2027, 1/3 on January 26, 2028 and 1/3 on January 26, 2029, provided that the reporting person remains in continuous service with the issuer as of each vesting date.

Signature

/s/ E. Jack Connolly, Attorney-in-Fact|2026-01-27

1 file