DHI Group President of ClearanceJobs Alexander Schildt Acquires Additional Company Stock

Officer Stock Acquisition Details and Transaction Structure

The disclosure filed on July 28, 2026, documents a stock transaction completed by Alexander Schildt, who serves as President of ClearanceJobs, a division within DHI Group, Inc. The transaction occurred on July 25, 2026, and involved the acquisition of 1,459 shares of common stock at a price of $3.85 per share. Following this transaction, Schildt's beneficial ownership of company common stock totaled 133,313 shares, held in direct ownership form.

The transaction structure reflects activity related to company employee benefit plans. According to the filing's explanation of responses, the acquisition included 1,367 shares purchased under the DHI Group, Inc. Employee Stock Repurchase Plan on June 30, 2026. Additionally, the filing indicates that 1,459 shares reflect the withholding of shares by the issuer to satisfy tax obligations upon the vesting of a restricted stock award. This dual-component transaction demonstrates typical equity compensation mechanics for company officers.

Employee Stock Purchase Plan Pricing and Historical Context

The filing provides specifics regarding the pricing structure applied to Schildt's stock purchase through the Employee Stock Purchase Plan (ESPP). In accordance with the ESPP terms, the purchase price per share was set at 85 percent of the closing price of DHI Group's common stock on January 2, 2026. This discount pricing mechanism is consistent with many corporate employee stock purchase plans, which typically offer participating employees a reduced purchase price to encourage stock ownership among the workforce.

The January 2, 2026 reference date establishes the valuation baseline for Schildt's ESPP purchases completed on June 30, 2026. This roughly six-month lag between the price determination date and the actual purchase execution date reflects the structure of many employer stock purchase plans that establish pricing at the beginning of offering periods. The specific pricing discount of 15 percent represents a material benefit to participating employees and reflects the company's approach to equity compensation for its officer and employee population.

Correction of Previously Issued Shares and Plan Administration

The filing documents a correction related to shares that were previously issued to Schildt under the DHI Group Employee Stock Purchase Plan. Specifically, 443 shares of common stock were erroneously issued in an exempt transfer to Schildt pursuant to the ESPP on December 31, 2025. The company subsequently rescinded this issuance on June 18, 2026, effectively removing these shares from Schildt's beneficial ownership count. This correction is reflected in the current beneficial ownership calculation and explains why the total shares owned do not simply accumulate from all prior transactions.

The rescission and removal of the erroneous shares demonstrates internal compliance procedures at DHI Group regarding equity plan administration. Such corrections are not uncommon in complex equity compensation arrangements, particularly when share issuances occur near calendar year transitions. The June 18, 2026 rescission date predates the July 25, 2026 transaction by more than one month, indicating the company identified and corrected the administrative error within a reasonable timeframe. The filing's explicit notation of this correction ensures transparency regarding Schildt's actual beneficial ownership position and compliance with Securities Exchange Act reporting requirements.

Beneficial Ownership Position and Direct Holdings

Schildt's beneficial ownership following the reported transaction totals 133,313 shares of DHI Group common stock held in direct ownership form. This beneficial ownership position represents shares owned directly by Schildt without any intermediary or indirect ownership arrangement. The direct ownership structure means Schildt maintains full voting and economic rights to these shares and has immediate ability to dispose of or encumber them, subject to applicable trading restrictions and insider trading regulations.

The magnitude of Schildt's shareholding reflects his senior officer position within the company as President of the ClearanceJobs division. ClearanceJobs is a significant business segment within DHI Group's portfolio, focused on serving the U.S. federal government employment market. The accumulation of company shares through employee equity plans, combined with any prior direct purchases or grants, has resulted in a substantive stake in the company. This shareholding structure aligns the interests of senior management with those of other shareholders and demonstrates personal financial commitment to the organization's performance and long-term value creation.

ClearanceJobs Division Leadership and Company Structure

Alexander Schildt holds the position of President of ClearanceJobs, which represents a specialized and focused business segment within DHI Group's broader portfolio of staffing and recruiting services. ClearanceJobs operates as a dedicated platform serving the unique employment needs of the U.S. federal government contractor and defense sector workforce. The division addresses the specialized labor market for professionals requiring security clearances and those seeking positions within government contracting organizations.

The ClearanceJobs segment serves as an important component of DHI Group's diversified business model. DHI Group operates multiple staffing and job board platforms serving various industry verticals and employment categories. The assignment of a senior executive as President of ClearanceJobs underscores the division's strategic importance to the company's overall revenue generation and market positioning. Schildt's direct ownership stake in company shares, accumulated through the transaction disclosed in this filing, reflects his substantial involvement in the segment's operations and strategic direction.

Regulatory Filing and Insider Trading Compliance Framework

The disclosure was prepared in accordance with Section 16(a) of the Securities Exchange Act of 1934, which requires company officers, directors, and beneficial owners of more than ten percent of a company's securities to report changes in beneficial ownership. Alexander Schildt, as President of ClearanceJobs and therefore an officer of DHI Group, falls within the reporting requirements of Section 16. The filing was executed by E. Jack Connolly, Attorney-in-Fact, on July 28, 2026, three calendar days after the transaction date of July 25, 2026, meeting the regulatory filing deadline requirements.

The document's structure and content reflect the standardized Form 4 reporting format prescribed by the Securities and Exchange Commission. Form 4 filings serve as the primary disclosure mechanism for tracking insider transactions and beneficial ownership changes at publicly traded companies. The filing explicitly notes that the reporting person is no longer subject to Section 16 obligations in this instance, though Form 4 or Form 5 obligations may continue in appropriate circumstances. The form's completion and timely filing demonstrate DHI Group's compliance with federal securities law disclosure requirements and contribute to market transparency regarding insider trading activity.

Tax Withholding and Vested Restricted Stock Administration

The transaction included tax withholding related to the vesting of restricted stock awards granted to Schildt. Many companies implement restricted stock compensation programs as part of executive compensation arrangements, under which shares are granted subject to vesting conditions. Upon vesting, employees typically incur tax obligations based on the fair market value of the vested shares at the vesting date. To satisfy these tax obligations, companies routinely implement "net-share settlement" mechanics, withholding shares and delivering the remaining balance to the employee.

In Schildt's transaction, the filing indicates that 1,459 shares reflect the withholding of shares by the issuer to satisfy tax obligations upon the vesting of a restricted stock award. This mechanism allows the company to withhold shares equivalent to the employee's estimated tax liability, eliminating the need for the employee to remit cash to cover tax obligations on vesting awards. Such arrangements are standard practice in corporate equity compensation administration and provide administrative convenience for both the company and the employee while ensuring timely satisfaction of tax liabilities.

Historical Pricing Context and Equity Compensation Trends

The $3.85 per share price reflected in Schildt's July 2026 transaction represents the relevant market valuation at that time. The purchase price under the ESPP was calculated at 85 percent of the January 2, 2026 closing price, demonstrating the predetermined pricing mechanism established at the commencement of the offering period. The specific price point provides investors context regarding DHI Group's share valuation during the early 2026 period and the subsequent six-month window through which employee purchases were accumulated under the plan's terms.

The discount purchase mechanism under the ESPP reflects competitive practice in employee equity compensation. The 85 percent pricing discount provides meaningful economic benefit to participating employees while encouraging broader share ownership among the workforce. This approach to equity compensation serves multiple objectives: it aligns employee and shareholder interests, provides additional compensation to participants in the form of the purchase discount, and can improve employee retention by creating longer-term equity stakes in company performance.

Implications for Investors and Insider Transaction Monitoring

Insider stock transactions such as the one disclosed in this filing provide investors with valuable information regarding management confidence in the company and the value of its securities. When company insiders, particularly senior officers, acquire additional shares through open market or plan-based purchases, such activity can signal management's confidence in future company performance and strategic direction. Conversely, disposition of shares by insiders may signal different perspectives regarding near-term or medium-term prospects, though such transactions may occur for diverse reasons unrelated to company performance.

Investors monitoring DHI Group may observe insider transaction activity as one data point among many in evaluating company dynamics and management alignment. The regular disclosure of insider transactions through Form 4 filings creates a transparent record of beneficial ownership changes that are available for public review through the SEC's EDGAR database. Accumulated data on insider buying, selling, and holdings patterns can provide context for evaluating management's view of the company's valuation and prospects. However, individual transactions should be evaluated in light of broader company fundamentals, financial performance, and market conditions rather than in isolation.