DHI GROUP, INC. — Director's Dealing 2023

Jan 26, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DHI GROUP, INC. (DHX)
CIK: 0001393883
Period of Report: 2023-01-24

Reporting Person: ZEILE ART (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-01-24	Common Stock	A	367882	—	Acquired	2765748	Direct
2023-01-25	Common Stock	F	20585	$5.77	Disposed	2745163	Direct
2023-01-25	Common Stock	F	53649	$5.77	Disposed	2691514	Direct

Footnotes

F1: Represents the number of shares of the issuer's common stock underlying performance-based restricted stock units (PSUs) granted in January 2022 that have been earned based on the level of performance achieved, as certified by the issuer's compensation committee on January 24, 2023. Each earned PSU represents the contingent right to receive one share of the issuer's common stock upon vesting. One-third of the earned PSUs vested on January 25, 2023 and one-third of the earned PSUs will vest on each of January 25, 2024 and January 25, 2025, subject to continued employment through each such vesting date.

F2: Reflects the withholding of shares by the issuer to satisfy tax obligations upon the vesting of a restricted stock unit award.

F3: Reflects the withholding of shares by the issuer to satisfy tax obligations upon the vesting of a PSU award.