ZEILE ART 4

What Happened

• Art Zeile, President & CEO and a director of DHI Group, had a total of 54,637 shares withheld by the company on Feb 3, 2026 to satisfy tax obligations arising from vesting awards. The withholding comprised 21,824 shares at $1.69 (≈ $36,883) and 32,813 shares at $1.69 (≈ $55,454), for a combined value of about $92,337. These are disposals reported as tax withholding (transaction code F), not open‑market sales.

Key Details

• Transaction dates and prices:
  • 2026-02-03: 21,824 shares withheld @ $1.69 = $36,883 (F)
  • 2026-02-03: 32,813 shares withheld @ $1.69 = $55,454 (F)
• Total shares withheld: 54,637; total value ≈ $92,337.
• Footnotes: F1 = withholding to satisfy taxes on vesting of performance-based restricted stock units; F2 = withholding to satisfy taxes on vesting of a restricted stock award.
• Shares owned after the transaction: not specified in the provided filing.
• Filing: Report filed 2026-02-05 for transactions on 2026-02-03 — appears to be timely (filed within normal Form 4 deadlines).

Context

• These transactions are tax-withholding dispositions tied to award vesting (common and routine) rather than discretionary open‑market sales; they generally do not imply insider bearishness or a change in conviction. Transaction code F denotes shares were retained by the issuer to cover tax liabilities upon vesting.