Farnsworth Paul 4

What Happened

• Paul Farnsworth, Chief Technology Officer of DHI Group (DHX), had 62,709 performance-based shares (PSUs) recognized as earned and one-third of those vested on Jan 27, 2026 (report filed Jan 29, 2026).
• To satisfy tax obligations on the vesting, the issuer withheld/disposed 8,791 shares and 12,712 shares at $1.81 per share (reported proceeds $15,912 and $23,009 respectively). The award itself is recorded at $0 as it was a granted/earned equity award.
• Net to Farnsworth after withholding: 62,709 granted − 21,503 withheld = 41,206 shares issued to him.

Key Details

• Transaction date: January 27, 2026; Form 4 filed January 29, 2026 (appears timely).
• Withholdings (code F): 8,791 shares @ $1.81 (reported $15,912) and 12,712 shares @ $1.81 (reported $23,009) to cover tax liabilities.
• Award (code A): 62,709 PSUs granted/earned and one-third vested on Jan 27, 2026; remaining thirds vest Jan 27, 2027 and Jan 27, 2028 subject to continued employment (see footnote F3).
• Shares owned after the transaction: not specified in the Form 4 filing.
• Footnotes: F1 and F2 indicate issuer share withholding to satisfy tax obligations on vesting; F3 explains PSUs were earned based on 2025 performance and vesting schedule.

Context

• This was not an open-market sale or purchase but routine tax withholding upon vesting (commonly a cashless way to satisfy taxes). Such withholdings are standard compensation mechanics and do not necessarily indicate the insider’s view of the stock.
• The primary event is the vesting/issuance of earned PSUs rather than a discretionary trade. Purchases would typically be a stronger signal of insider bullishness.