DHI Group Inc.

02/09/2026 | Press release | Distributed by Public on 02/09/2026 18:15

Initial Statement of Beneficial Ownership (Form 3)

FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Knapp Sarah Elizabeth
2. Date of Event Requiring Statement (Month/Day/Year)
01/28/2026
3. Issuer Name and Ticker or Trading Symbol
DHI GROUP, INC. [DHX]
(Last) (First) (Middle)
6465 SOUTH GREENWOOD PLAZA, SUITE 400
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Information Officer
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
CENTENNIAL, CO 80111
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 64,015(1)(2) D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Knapp Sarah Elizabeth
6465 SOUTH GREENWOOD PLAZA, SUITE 400
CENTENNIAL, CO 80111
Chief Information Officer

Signatures

/s/ E. Jack Connolly, Attorney-in-Fact 02/09/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Includes 38,334 unvested shares of restricted stock. The unvested shares of restricted stock vest as follows: 3,334 shares of restricted stock vests on July 25, 2026, 5,000 shares of restricted stock vests on January 26, 2027, 6,666 shares of restricted stock vests on January 26, 2027, 5,000 shares of restricted stock vests on January 27, 2027, 6,667 shares of restricted stock vests on January 26, 2028, 5,000 shares of restricted stock vests on January 27, 2028, and 6,667 shares of restricted stock vests on January 26, 2029. 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.
(2) Includes 10,484 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: 2,644 shares of performance-based restricted stock units vests on January 26, 2027, 3,920 shares of performance-based restricted stock units vests on January 27, 2027, and 3,920 shares of performance-based restricted stock units vests on January 27, 2028. 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 24 - Power of Attorney
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
DHI Group Inc. published this content on February 09, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 10, 2026 at 00:15 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]