DHI Group Chief Information Officer Sarah Elizabeth Knapp Executes Stock Transaction

Executive Stock Activity at DHI Group

Sarah Elizabeth Knapp, serving as Chief Information Officer at DHI Group Inc., executed a transaction involving company shares on July 25, 2026. The disclosure, filed on July 28, 2026, provides detail on the disposition of common stock by a senior executive officer. The transaction represents routine share activity related to equity compensation vesting and tax withholding procedures commonly seen at publicly traded corporations.

Knapp's role as Chief Information Officer places her among the executive leadership responsible for technology strategy and information systems at DHI Group. The company, trading under the ticker DHX on the New York Stock Exchange, operates in the online employment marketplace sector. Executive share transactions are closely monitored by investors and market participants as potential signals of confidence or strategic positioning within a company.

Details of the Share Disposition Transaction

The transaction on July 25, 2026, involved the disposition of 959 common shares at a price of $3.85 per share. According to the disclosure, the shares were withheld by DHI Group to satisfy tax withholding obligations arising from the vesting of a restricted stock award. This type of transaction is standard practice in equity compensation arrangements, where companies automatically withhold shares to cover federal, state, and local tax liabilities associated with equity grants becoming vested.

The withholding mechanism allows executives to receive the net benefit of vesting equity without requiring a separate cash payment for tax obligations. In this case, 959 shares represented the amount necessary to satisfy Knapp's tax liability obligations upon the restricted stock vesting event. The $3.85 per share price reflects the market value used for determining the withholding amount at the time of the transaction execution.

Knapp's Beneficial Ownership Position Following Transaction

Following the disposition of 959 shares, Sarah Elizabeth Knapp's direct beneficial ownership in DHI Group totaled 63,056 common shares. This ownership position represents Knapp's stake in the company held in her individual capacity, separate from any indirect or jointly held securities. The disclosure indicates that all 63,056 shares are held in direct form of ownership, meaning Knapp maintains direct title to these securities without intermediary parties.

The substantial share position maintained by Knapp following the transaction suggests continued investment alignment between the executive officer and DHI Group shareholders. Executive officers who hold significant equity stakes in their companies generally maintain incentive alignment with long-term shareholder interests. The retention of over 63,000 shares following the routine tax withholding transaction indicates Knapp's ongoing commitment to her equity position in the organization.

Regulatory Filing and Disclosure Requirements

The disclosure filed on July 28, 2026, reflects compliance with Section 16(a) of the Securities Exchange Act of 1934, which requires officers, directors, and principal stockholders to report changes in beneficial ownership. As Chief Information Officer, Knapp qualifies as an officer subject to Section 16 reporting requirements. These disclosures provide public transparency regarding insider trading activity and executive stock transactions at publicly traded companies.

The filing was signed by E. Jack Connolly, serving as Attorney-in-Fact on behalf of Knapp, and executed on July 28, 2026. The use of an attorney-in-fact to execute the filing represents a standard procedural practice in corporate compliance administration. All required information regarding the transaction, ownership form, and beneficial ownership positions was reported in accordance with Securities and Exchange Commission regulations governing insider transaction disclosure.

Restricted Stock Award Vesting and Equity Compensation

The transaction documented in this disclosure arose from the vesting of a restricted stock award held by Knapp. Restricted stock awards represent a common form of equity compensation provided to executives and key employees, whereby shares are granted but subject to vesting conditions over specified time periods. Upon satisfaction of vesting conditions—typically based on continued employment or achievement of performance milestones—the shares become unrestricted and the recipient obtains full ownership rights.

When restricted stock vests, recipients become subject to immediate tax liability based on the fair market value of the shares at the vesting date. To facilitate this tax obligation without requiring executives to liquidate additional shares or provide cash payments, companies typically implement withholding arrangements. These arrangements allow the company to withhold shares equal to the estimated tax liability, with the executive retaining the remaining vested shares net of tax withholding. This mechanism streamlines equity compensation administration while preserving executive equity ownership.

Chief Information Officer Role and Responsibilities

Sarah Elizabeth Knapp's position as Chief Information Officer reflects her responsibility for technology leadership and information systems strategy at DHI Group. The CIO role typically encompasses oversight of technology infrastructure, data security, digital transformation initiatives, and information technology operations. As a member of the executive team, the CIO contributes to corporate strategy and business objectives related to digital capabilities and technology investments.

The CIO position at a digital employment marketplace company such as DHI Group carries particular significance given the technology-intensive nature of online job boards and career services platforms. Information systems strategy, platform reliability, and technology security directly impact user experience and business performance. Knapp's equity ownership and executive compensation alignment incentivize focus on long-term value creation and strategic technology investments supporting sustainable competitive advantage.

Insider Ownership and Market Considerations

The beneficial ownership disclosure provides investors with insight into executive confidence and stake in DHI Group. Executives who maintain substantial equity positions demonstrate personal financial commitment to the company's success and share alignment with public shareholders. The retention of 63,056 shares by Knapp following the routine tax withholding transaction indicates ongoing confidence in the company's business trajectory and strategic positioning.

Insider ownership levels are monitored by institutional investors and analysts as a factor in assessing management credibility and alignment. When executives maintain meaningful equity stakes, they face direct personal financial consequences from business decisions and strategic execution. The substantial share position maintained by Knapp suggests her interests remain aligned with shareholder value maximization objectives.

Compliance and Transparency in Executive Trading

The disclosure of Knapp's transaction demonstrates the regulatory framework designed to ensure transparency in insider trading activity. Section 16 reporting requirements mandate disclosure of officer and director transactions within two business days of execution, providing public investors with timely information regarding insider activity. These reporting requirements support market integrity by preventing information asymmetry between corporate insiders and public shareholders.

The specific transaction documented—a routine tax withholding upon restricted stock vesting—represents normal course executive compensation activity rather than discretionary trading decisions. Such transactions are distinguished from market sales executed at the executive's election and are generally viewed as routine administrative events. Public disclosure nonetheless provides complete transparency regarding all changes in beneficial ownership by company officers and major shareholders.

DHI Group Business Context

DHI Group Inc. operates online employment and career services platforms serving job seekers and employers. The company's business model depends substantially on technology infrastructure, data analytics capabilities, and digital platform operations. As Chief Information Officer, Knapp's role encompasses ensuring the reliability, security, and performance of the technology systems supporting DHI Group's marketplace operations and customer engagement.

The technology sector and online services industry face ongoing demands for innovation, cybersecurity resilience, and platform scalability. Executive leadership in information systems positions CIOs as critical contributors to competitive strategy and operational effectiveness. Knapp's equity ownership stake aligns her personal financial interests with DHI Group's ability to execute technology strategy and maintain competitive positioning in the online employment services market.