ZEILE ART 4

What Happened

• Art Zeile, President & CEO and Director of DHI Group (DHX), had performance-based and restricted stock awards vest on January 27, 2026. He was credited with 195,967 earned performance stock units (PSUs) (acquired at $0 cost).
• To satisfy tax obligations on the vesting, the issuer withheld 28,579 shares (valued at $51,728) and 36,459 shares (valued at $65,991), a total of 65,038 shares withheld ($117,719). Net shares delivered to Zeile after withholding: 130,929.

Key Details

• Transaction dates: January 27, 2026 (vesting and withholding); Form 4 filed January 29, 2026 (timely — within the normal 2-business-day window).
• Prices reported for withholding: $1.81 per share for the withheld shares (total withheld value $117,719). Award listed at $0.00 acquisition price (grant of PSUs).
• Shares owned after transaction: Not reported in the provided filing; net delivered on vesting = 130,929 shares (195,967 earned minus 65,038 withheld).
• Footnotes: Withholdings reflect shares retained by the issuer to satisfy tax obligations for (F1) performance-based RSUs and (F2) restricted stock awards. F3: These 195,967 are earned PSUs from 2025; one-third vested Jan 27, 2026, and the remaining one-third portions will vest Jan 27, 2027 and Jan 27, 2028, subject to continued employment.

Context

• This was not an open-market sale — the “disposals” were tax withholdings (code F), a routine administrative step when awards vest, not an indicator of a sale-based liquidity event.
• The primary signal is an award vesting (acquisition of shares via PSUs). PSUs are performance-contingent and increasingly common in executive compensation; remaining tranches are subject to future vesting conditions.