Sec Form 4/A Filing - LEEBY MUHLE RAIME @ DHI GROUP, INC. - 2023-12-04

FORM 4/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person LEEBY MUHLE RAIME 2. Issuer Name and Ticker or Trading Symbol DHI GROUP, INC. [ DHX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O DHI GROUP, INC., 6465 SOUTH GREENWOOD PLAZA, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 12/04/2023 (Street) CENTENNIAL, CO80111 4. If Amendment, Date Original Filed (MM/DD/YY) 10/27/2023 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 Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/04/2023 A 140,000 ( 1 ) A $ 0 140,000 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LEEBY MUHLE RAIME C/O DHI GROUP, INC. 6465 SOUTH GREENWOOD PLAZA, SUITE 400 CENTENNIAL, CO80111 Chief Financial Officer Signatures /s/ E. Jack Connolly, Attorney-in-Fact 03/08/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a grant of restricted stock that will vest according to the following schedule: 1/3 on December 4, 2024, 1/3 on December 4, 2025 and 1/3 on December 4, 2026, provided that the reporting person remains in continuous service with the issuer as of each vesting date.

Remarks: On October 25, 2023, the issuer's board of directors approved an award of restricted stock to the reporting person, as set forth in Table I above, effective December 4, 2023. This amendment to the Form 4 originally filed on October 27, 2023 is being filed to reflect the correct date of earliest transaction, which is December 4, 2023, the transaction date, which is December 4, 2023, and the vesting schedule, which is set forth in footnote 1.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(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).

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