Alexander Schildt - Jan 28, 2025 Form 3 Insider Report for DHI GROUP, INC. (DHX)

Role: President, Clearance Jobs
Signature: /s/ E. Jack Connolly, Attorney-in-Fact
Stock symbol: DHX
Transactions as of: Jan 28, 2025
Transactions value $: $0
Form type: 3
Date filed: 2/6/2025, 04:03 PM
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	DHX	Common Stock						103K	Jan 28, 2025	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Includes 60,001 unvested shares of restricted stock. The unvested shares of restricted stock vest as follows: 3,334 shares of restricted stock vests on July 25, 2025, 3,334 shares of restricted stock vests on January 24, 2026, 5,000 shares of restricted stock vests on January 26, 2026, 13,334 shares of restricted stock vests on January 27, 2026, 3,333 shares of restricted stock vests on July 25, 2026, 5,000 shares of restricted stock vests on January 26, 2027, 13,333 shares of restricted stock vests on January 27, 2027 and 13,333 shares of restricted stock vests on January 27, 2028. In each case, the future vesting of shares of restricted stock are contingent upon the reporting person remaining in continuous service with the issuer as of each vesting date.
F2	Includes 6,394 shares of the issuer's common stock underlying performance-based restricted stock units ("PSUs") that have been earned based on the level of performance achieved, as certified by the issuer's compensation committee. The earned PSUs vest as follows: 1,109 shares of performance-based restricted stock units vests on January 24, 2026, 2,643 shares of performance-based restricted stock units vests on January 26, 2026, and 2,642 shares of performance-based restricted stock units vests on January 26, 2027. In each case, the future vesting of performance-based restricted stock units are contingent upon the reporting person remaining in continuous service with the issuer as of each vesting date.

Content

Includes 60,001 unvested shares of restricted stock. The unvested shares of restricted stock vest as follows: 3,334 shares of restricted stock vests on July 25, 2025, 3,334 shares of restricted stock vests on January 24, 2026, 5,000 shares of restricted stock vests on January 26, 2026, 13,334 shares of restricted stock vests on January 27, 2026, 3,333 shares of restricted stock vests on July 25, 2026, 5,000 shares of restricted stock vests on January 26, 2027, 13,333 shares of restricted stock vests on January 27, 2027 and 13,333 shares of restricted stock vests on January 27, 2028. In each case, the future vesting of shares of restricted stock are contingent upon the reporting person remaining in continuous service with the issuer as of each vesting date.

Includes 6,394 shares of the issuer's common stock underlying performance-based restricted stock units ("PSUs") that have been earned based on the level of performance achieved, as certified by the issuer's compensation committee. The earned PSUs vest as follows: 1,109 shares of performance-based restricted stock units vests on January 24, 2026, 2,643 shares of performance-based restricted stock units vests on January 26, 2026, and 2,642 shares of performance-based restricted stock units vests on January 26, 2027. In each case, the future vesting of performance-based restricted stock units are contingent upon the reporting person remaining in continuous service with the issuer as of each vesting date.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney