DHI GROUP, INC.·4

Jan 29, 4:12 PM ET

Schippers Gregory 4

4 · DHI GROUP, INC. · Filed Jan 29, 2026

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DHI Group (DHX) CFO Gregory Schippers Receives Vesting Award

What Happened Gregory Schippers, Chief Financial Officer of DHI Group (DHX), had performance-based equity pay out on January 27, 2026. A total of 27,435 performance stock units (PSUs) were earned and became payable (recorded as an acquisition at $0.00 per share). To satisfy tax withholding obligations, the issuer withheld and disposed of 4,450 shares and 5,676 shares (each withheld at $1.81 per share, totaling about $8,055 and $10,274 respectively). Net of the withholding, Schippers retained 17,309 shares from this vesting.

Key Details

  • Transaction date: January 27, 2026 (reported on Form 4 filed January 29, 2026).
  • Withheld/disposed shares for taxes: 4,450 shares @ $1.81 ($8,055) and 5,676 shares @ $1.81 ($10,274); transaction code F (tax withholding).
  • Award/acquisition: 27,435 PSUs converted to shares (reported as A, $0.00 per share).
  • Net shares retained from this vesting: 27,435 − 10,126 = 17,309 shares.
  • Shares owned after the transaction: not specified in the provided filing.
  • Footnotes: F1/F2 indicate issuer withheld shares to satisfy tax obligations on vested awards; F3 explains these PSUs were earned from a 2025 grant and vest in thirds (one-third vested Jan 27, 2026; remaining thirds vest Jan 27, 2027 and Jan 27, 2028, subject to continued employment).
  • Filing timeliness: Form 4 was filed two days after the vesting date (within the typical two-business-day Form 4 reporting window).

Context

  • These transactions are tax-withholding and vesting events, not open-market sales or purchases. Withholdings (code F) are routine and used to pay the insider's tax liability when awards vest.
  • PSUs are contingent awards: each earned PSU entitles the holder to one share upon vesting; future tranches remain subject to continued employment and performance terms.

Insider Transaction Report

Form 4
Period: 2026-01-27
Schippers Gregory
Chief Financial Officer
Transactions
  • Tax Payment

    Common Stock

    [F1]
    2026-01-27$1.81/sh4,450$8,055251,034 total
  • Tax Payment

    Common Stock

    [F2]
    2026-01-27$1.81/sh5,676$10,274245,358 total
  • Award

    Common Stock

    [F3]
    2026-01-27+27,435272,793 total
Footnotes (3)
  • [F1]Reflects the withholding of shares by the Issuer to satisfy tax obligations upon the vesting of a performance-based restricted stock units.
  • [F2]Reflects the withholding of shares by the Issuer to satisfy tax obligations upon the vesting of a restricted stock award.
  • [F3]Represents the number of shares of DHI common stock underlying performance stock units (PSUs) granted in 2025 that have been earned based on the level of performance achieved. Each earned PSU represents a contingent right to receive one share of DHI common stock upon vesting. One-third of the earned PSUs vested on January 27, 2026 and one-third of the earned PSUs will vest on January 27, 2027 and January 27, 2028, subject to continued employment through each such vesting date.
Signature
/s/ E. Jack Connolly, Attorney-in-Fact|2026-01-29

Documents

1 file
  • 4
    wk-form4_1769721137.xmlPrimary

    FORM 4