DHI Group (NYSE: DHX) acquires Point Solutions Group for $5.5M

Rhea-AI Filing Summary

DHI Group, Inc. has acquired Point Solutions Group, an engineering and technology professional services firm focused on defense contracting and government staffing, through its subsidiary ClearanceJobs, LLC. The estimated purchase price is about $5.5 million, including $5.0 million in cash at closing and up to $0.5 million payable within one year if certain 2026 revenue thresholds are met.

Management describes Point Solutions Group as a strategic extension of the ClearanceJobs platform. The deal is intended to let ClearanceJobs directly bid on federal contracts, offer staffing for hard-to-fill cleared roles, and expand its addressable market beyond job postings and subscriptions in U.S. defense-related markets.

Insights

Equity analyst

DHI Group makes a small, targeted acquisition to deepen its ClearanceJobs presence in defense-focused staffing and contracting.

DHI Group is expanding its ClearanceJobs brand by buying Point Solutions Group, a professional services firm serving aerospace, cybersecurity and other U.S. defense markets. The consideration totals about $5.5 million, with most paid in cash at closing and a smaller earn-out tied to 2026 revenue performance.

The acquisition is framed as a strategic extension of the ClearanceJobs platform, giving it the ability to bid directly on federal government contracts, provide staffing for hard-to-fill cleared roles, and broaden its service mix beyond listings and subscriptions. Actual financial impact will depend on Point Solutions Group’s performance and how effectively DHI integrates and cross-sells services within the government contracting ecosystem.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) February 27, 2026

DHI Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-33584

20-3179218

(Commission File Number)

(IRS Employer Identification No.)

6465 South Greenwood Plaza, Suite 400, Centennial, Colorado

80111

(Address of Principal Executive Offices)

(Zip Code)

(515) 978-3737

(Registrant's Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.01 per share			DHX			New York Stock Exchange
Preferred Stock Purchase Rights						New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 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 for the purchase.

Pursuant to the Agreement, the Company has purchased from the Sellers all of the outstanding membership interests of PSG, for an aggregate purchase price of approximately $5.5 million, of which approximately $5.0 million was paid by the Company in cash at closing and $0.5 million is payable within one year of the purchase date upon achieving certain revenue thresholds in 2026.

The Agreement contains customary representations, warranties, covenants, and indemnification obligations of the Company and the Sellers.

The foregoing descriptions of the Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

The representations and warranties contained in the Agreement were made as of the dates set forth in the Agreement and only for purposes of the transactions contemplated thereby. Such representations and warranties are solely for the benefit of the Company and the Sellers and may be subject to limitations agreed upon by the Company and the Sellers, including, among others, being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Agreement and should not rely on the representations or warranties therein, or any descriptions thereof, as characterizations of the actual state of facts or condition of the Company, PSG or any third party. Further, information concerning the subject matter of representations and warranties contained in the Agreement may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. Rather, investors and the public should look to the disclosures contained in the Company’s reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for information concerning the Company and its subsidiaries.

Item 7.01. Regulation FD Disclosure

On March 2, 2026, the Company issued a press release announcing the transactions described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 hereto.

The information furnished pursuant to this Item 7.01 and the press release furnished as Exhibit 99.1 hereto shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(a) Exhibits.
EXHIBIT NO.						DESCRIPTION
10.1						Membership Interest Purchase Agreement dated February 27, 2026 by and among ClearanceJobs, LLC, PSG Holdings, LLC, Mad Hat Holdings LLC, Bionic Fox LLC and RWR Holdings, LLC.
99.1						Press release dated March 2, 2026.
104						Cover Page Interactive Data File (embedded within the inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DHI GROUP, INC.

Date:

March 2, 2026

By: /S/ Art Zeile

Name: Art Zeile

Title: Chief Executive Officer

EXHIBIT INDEX
10.1						Membership Interest Purchase Agreement dated February 27, 2026 by and among ClearanceJobs, LLC, PSG Holdings, LLC, Mad Hat Holdings LLC, Bionic Fox LLC and RWR Holdings, LLC.
99.1						Press release dated March 2, 2026.
104						Cover Page Interactive Data File (embedded within the inline XBRL)

DHI Group, Inc. Acquires Point Solutions Group to Advance ClearanceJobs’ Mission of Providing a Total Recruitment Solution for Government Contracting Talent

Professional services firm delivers technology, engineering, and talent solutions in the aerospace, cybersecurity and other U.S. defense markets

CENTENNIAL, Colo. March 2, 2026 –DHI Group, Inc. (NYSE: DHX) today announced it has acquired Point Solutions Group, an engineering and technology professional services firm focusing on defense contracting and government staffing. The acquisition marks another significant milestone in advancing DHI’s ClearanceJobs’ brand strategy offering a total solution in the government contracting space.

“We were very attracted to Point Solutions Group given the strength of the business and the company’s unique market position,” said Art Zeile, CEO of DHI Group, Inc. “Moreover, Point Solutions Group holds a Top Secret facility clearance and has demonstrated past performance on multiple federal contracts for the United States Department of Defense and intelligence community. This acquisition catapults the ClearanceJobs business into a new chapter, expanding its mission of delivering an end-to-end solution to employers hiring talent with proven qualifications to safeguard national security.”

With this acquisition, ClearanceJobs has the ability to:

•Directly bid on federal government contracts

•Address hard-to-fill cleared roles through staffing solutions, and

•Expand ClearanceJobs’ addressable market beyond job postings and subscriptions.

“We view Point Solutions Group as a strategic extension of the ClearanceJobs platform, strengthening our long-term growth opportunity and expanding our service offering without changing the best-in-class service our clients have come to love from ClearanceJobs,” said Alex Schildt, President of ClearanceJobs.

“Building this company has been the journey of a lifetime and I’m incredibly proud of what our team has accomplished,” said Paige Goss, Founder and CEO of Point Solutions Group. “I’m confident joining forces with ClearanceJobs is the best next chapter for our customers, our employees and our mission. This acquisition represents a strong strategic fit and exciting opportunity to extend our impact in the defense contracting staffing market with a partner who shares our values and vision.”

Transaction Details:

DHI Group, Inc. acquired Point Solutions Group for an estimated purchase price of $5.5 million, which includes an up-front payment of $5.0 million in cash and another $0.5 million that may

be earned within one year of the purchase date upon achieving certain revenue thresholds in 2026.

About DHI Group, Inc.

DHI Group, Inc. (NYSE: DHX) is a provider of AI-powered career marketplaces that focus on technology roles. DHI’s two brands, ClearanceJobs and Dice, enable recruiters and hiring managers to efficiently search for and connect with highly skilled technology professionals based on the skills requested. The Company’s patented algorithm manages over 100,000 unique technology skills. Additionally, our marketplaces allow tech professionals to find their ideal next career opportunity, with relevant advice and personalized insights. Learn more at www.dhigroupinc.com. Learn more at www.dhigroupinc.com.

Forward-Looking Statements

This press release and oral statements made from time to time by our representatives contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You should not place undue reliance on those statements because they are subject to numerous uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Forward-looking statements include, without limitation, information concerning our possible or assumed future financial condition, liquidity and results of operations, including expectations (financial or otherwise), our strategy, plans, objectives, and intentions, growth potential, and statements regarding our financial outlook. These statements often include words such as “may,” “will,” “should,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” "target" or similar expressions. These statements are based on assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, our ability to execute our tech-focused strategy, a write-off of all or a part of our goodwill and intangible assets, backlog not accurately representing future revenue, competition from existing and future competitors in the highly competitive markets in which we operate, failure to adapt our business model to keep pace with rapid changes in the recruiting and career services business and the development of new products and services, macroeconomic conditions, including government shutdowns, the impact of initiatives to restructuring or streamlining government agencies, such as DOGE, the risk that AI models will reduce demand for technology professionals in the workforce, failure to maintain and develop our reputation and brand recognition, failure to increase or maintain the number of customers who purchase recruitment packages, failure to attract qualified professionals to our websites or grow the number of qualified professionals who use our websites, inability to successfully integrate future acquisitions or identify and consummate future acquisitions, misappropriation

or misuse of our intellectual property, claims against us for intellectual property infringement or failure to enforce our ownership of intellectual property, failure to attract and retain users who create and post original content on our web properties, taxation risks in various jurisdictions and the potential for unfavorable decisions related to tax assessments, taxation risks impacting our liability or past sales, and ability to make future sales, downturns in our customers' businesses, our indebtedness and our ability to borrow funds under our revolving credit facility or refinance our indebtedness, restrictions on our current and future operations under such indebtedness, development and use of artificial intelligence, failure to timely and efficiently scale, adapt and maintain our technology and infrastructure, capacity constraints, system failures or breaches of network security, usefulness of our candidate profiles to our customers, decreases in our user engagement, changes in search engines’ methodologies, failure to halt operations of third-party websites aggregating our data, reliance on third-party hosting facilities, our compliance with laws and regulations, U.S. and foreign government regulation of the Internet and taxation, failure to attract or retain key executives and personnel, our ability to navigate the cyclicality or downturns of the U.S. and worldwide economies, litigation related to infringement or other claims regarding our services or content, our ability to defend ownership of our intellectual property, global climate change, compliance with the continued listing standards of the New York Stock Exchange, volatility in our stock price, differences between estimates of financial projections and future results, failure to maintain controls over financial reporting, results of operations fluctuating on a quarterly and annual basis, our Section 382 Rights Plan may have an anti-takeover effect, and anti-takeover provisions in our governing documents may make changes to management difficult, and disruption resulting from unsolicited offers to purchase the company. These factors and others are discussed in more detail in the Company’s filings with the Securities and Exchange Commission, all of which are available on the Investors page of our website at www.dhigroupinc.com, including the Company’s most recently filed reports on Form 10-K and Form 10-Q and subsequent filings under the headings “Risk Factors,” “Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You should keep in mind that any forward-looking statement made by the Company or its representatives herein, or elsewhere, speaks only as of the date on which it is made. New risks and uncertainties come up from time to time, and it is impossible to predict these events or how they may affect us. We have no obligation to update any forward-looking statements after the date hereof, except as required by applicable federal securities laws.

Investor Contact
Todd Kehrli or Jim Byers
PondelWilkinson, Inc.
212-448-4181
ir@dhigroupinc.com

Media Contact
Rachel Ceccarelli
VP Engagement
212-448-8288
media@dhigroupinc.com

FAQ

What acquisition did DHI Group, Inc. (DHX) announce in this 8-K filing?

DHI Group, Inc. announced it acquired Point Solutions Group, an engineering and technology professional services firm focused on defense contracting and government staffing, through its subsidiary ClearanceJobs, LLC, to strengthen its position in the government contracting talent market.

How much did DHI Group (DHX) pay to acquire Point Solutions Group?

DHI Group agreed to an estimated purchase price of about $5.5 million, including a $5.0 million cash payment at closing and up to $0.5 million payable within one year if specific 2026 revenue thresholds are achieved.

Why is the Point Solutions Group acquisition strategically important for DHI Group (DHX)?

The acquisition is described as a strategic extension of the ClearanceJobs platform, allowing it to bid directly on federal contracts, address hard-to-fill cleared roles via staffing, and expand its addressable market beyond job postings and subscriptions in defense-related sectors.

How does the Point Solutions Group deal affect DHI’s ClearanceJobs brand?

The deal is intended to move ClearanceJobs into a new chapter, broadening its mission from job postings to an end-to-end recruitment solution, including staffing and direct federal contracting capabilities for employers needing cleared talent in national security roles.

What are the key terms of the DHI Group–Point Solutions Group purchase agreement?

The membership interest purchase agreement includes total consideration of about $5.5 million, customary representations, warranties, covenants and indemnification obligations between DHI’s subsidiary and the selling members, with part of the price contingent on achieving defined 2026 revenue thresholds.

Which markets does Point Solutions Group serve within DHI Group’s strategy?

Point Solutions Group provides technology, engineering and talent solutions in aerospace, cybersecurity and other U.S. defense markets. These areas align with DHI’s ClearanceJobs brand focus on cleared professionals supporting Department of Defense and intelligence community contracts.

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 EX-99.1 PRESS RELEASE 14.8 KB

Agreements & Contracts

• EX-10.1 EX-10.1 MIPA POINT SOLUTIONS GROUP 636.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 6.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 27.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 18.2 KB