Connolly Edward Jack 4

What Happened

• Edward Jack Connolly, Chief Legal Officer of DHI Group, had 19,597 performance stock units (PSUs) earned and recorded as an acquisition on January 27, 2026 (19,597 shares at $0.00). To satisfy tax withholding obligations on vested awards, the issuer withheld and disposed of 3,035 shares and 3,871 shares at $1.81 per share, resulting in cashless withholding transactions totaling about $12,500 ($5,493 and $7,007 respectively). These disposals are tax-withholding actions, not open-market sales.

Key Details

• Transaction dates: January 27, 2026 (reported in Form 4 filed Jan 29, 2026).
• Acquired: 19,597 shares via earned PSUs (reported at $0.00 as award vesting).
• Withheld/disposed for taxes: 3,035 shares @ $1.81 ($5,493) and 3,871 shares @ $1.81 ($7,007); total withheld = 6,906 shares (~$12,500).
• Shares owned after transaction: not specified in the provided filing details.
• Footnotes: F1/F2 indicate issuer withheld shares to satisfy tax obligations on vested awards; F3 explains these are PSUs granted in 2025 that were earned and that one‑third vested on Jan 27, 2026, with the remaining one‑third scheduled to vest on Jan 27 of 2027 and 2028, subject to continued employment.
• Timeliness: Report filed Jan 29 for transactions on Jan 27 — appears timely (within typical 2-business-day reporting window).

Context

• PSUs are contingent awards that convert to shares upon achievement of performance and vesting conditions; the filing shows earned PSUs vesting rather than a market purchase.
• The withheld shares reflect a routine cashless tax-withholding mechanism and should not be read as an active decision to sell shares into the market.
• Awards and vesting can be informative about executive compensation but do not necessarily signal the insider’s view of the company’s stock beyond the mechanics of satisfying tax obligations.