and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

The filing pertains to the approval of amendments to equity and stock purchase plans, not a management change.

and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

Entry into a Material Definitive Agreement On April 1, 2026, DHI Group, Inc., a Delaware corporation (the “Company”), Dice Inc., a Delaware corporation (“Dice”), Dice Career Solutions, Inc., a Delaware corporation (“DCS” and, together with the Company and Dice, the “Borrowers” and each a “Borrower”), and certain of its subsidiaries, as guarantors, entered into a credit agreement (the “Credit Agreement”) with Bank of America, N.A., as administrative agent, swingline lender and L/C issuer, and…

below). Borrowings under the Credit Agreement bear interest at varying rates, depending on the type of loan, at the applicable Borrower’s election. In the case of U.S. dollar-denominated loans, borrowings may bear interest at (i) a Base Rate (which is the highest of (i) the federal funds rate plus 0.50%, (ii) the Bank of America, N.A. prime rate, and (iii) Term SOFR plus 1.00%) plus a margin ranging from 1.50% and 2.25%, or (ii) Term SOFR plus a margin ranging from 2.50% to 3.25%; the margin…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure set forth in

Entry into a Material Definitive Agreement On February 27, 2026 ClearanceJobs, LLC, a recently formed Delaware limited liability company and a wholly owned indirect subsidiary of DHI Group, Inc., (the “Company”) entered into, and closed the transactions contemplated by, a Membership Interest Purchase Agreement (the “Agreement”) with the selling members (collectively, the “Sellers”) of Point Solutions Group, LLC, a Colorado limited liability company (“PSG”). The Agreement sets forth the terms…

Changes in Registrant's Certifying Accountant Dismissal of Independent Registered Public Accounting Firm On February 24, 2026 the Audit Committee of the Board of Directors of DHI Group, Inc. (the "Company") approved the dismissal of Deloitte & Touche LLP ("Deloitte") as the Company's independent registered public accounting firm, effective as of February 24, 2026. The Company undertook a competitive process to engage a new independent registered public accounting firm and has selected RSM US…

Chief Human Resources Officer / Chief People Officer — Pamela Bilash / Elizabeth Andora: Pamela Bilash is retiring as Chief Human Resources Officer and will be succeeded by Elizabeth Andora.

Other Events. The Company also announced on February 4, 2026 that its Board of Directors has authorized a stock repurchase program (the "Repurchase Program") pursuant to which the Company may repurchase up to $10 million of its common stock, par value $0.01 per share (the "Common Stock"). The Repurchase Program will be effective February 9, 2026 and is approved to run through February 8, 2027. Under the Repurchase Program, management has discretion in determining the conditions under which sh…

and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

OTHER EVENTS. On November 6, 2025, DHI Group, Inc. (the “Company”) announced that its Board of Directors has authorized a stock repurchase program (the "Repurchase Program") pursuant to which the Company may repurchase up to $5 million of its common stock, par value $0.01 per share (the "Common Stock"). The Repurchase Program will be effective November 13, 2025 and is approved to run through November 12, 2026. Under the Repurchase Program, management has discretion in determining the conditio…

and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

Costs Associated with Exit or Disposal Activities On June 23, 2025, DHI Group, Inc. (the “Company”) announced an organizational restructuring intended to reduce the operating costs of its Dice brand. This includes a reduction of the Company’s current workforce by approximately 25% primarily by reducing headcount within the Company's Dice brand and associated back-office support. The restructuring is expected to generate annual cost savings of approximately $14.0 million to $16.0 million. The…

and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

CFO, CLO — Gregory Schippers, E. Jack Connolly: The company appointed internal candidates to key executive positions.

Material Modification to Rights of Security Holders The information included in

Other Events On January 28, 2025, the Company issued a press release announcing the adoption of the Rights Agreement and the declaration of the dividend of Rights. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

Entry into a Material Definitive Agreement On January 28, 2025, the Board of Directors (the “Board”) of DHI Group, Inc., a Delaware corporation (the “Company”), authorized and declared a dividend distribution of one right (each, a “Right”) for each outstanding share of common stock, par value $0.01 per share (the “Common Stock”), of the Company to stockholders of record as of the close of business on February 7, 2025 (the “Record Date”). Each Right entitles the registered holder to purchase f…

OTHER EVENTS. On January 21, 2025, DHI Group, Inc. (the “Company”) announced that its Board of Directors has authorized a 10b5-1 stock repurchase program "Repurchase Program" pursuant to which the Company may repurchase up to $5 million of its common stock, par value $0.01 per share ("Common Stock"). The Repurchase Program was approved by the Company’s Board of Directors. Subject to any future extension in the discretion of the Company’s Board of Directors, the Repurchase Program will be effe…

Costs Associated with Exit or Disposal Activities On January 13, 2025, DHI Group, Inc. (the “Company”) announced an organizational restructuring intended to streamline its operations, drive business objectives, and reduce operating costs. This includes a reduction of the Company’s current workforce by approximately 8% primarily by consolidating team structure and mid-level management within product development. The restructuring is expected to generate annual cost savings of approximately $4.…

Chief Revenue Officer, Chief Marketing Officer — Arie Kanofsky, Amy Heidersbach: The positions of Chief Revenue Officer and Chief Marketing Officer were eliminated as part of an organizational restructuring.

Chief Financial Officer — Raime Leeby: Ms. Raime Leeby resigned from her position as Chief Financial Officer.