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  4. [8-K] DHI GROUP, INC. Reports Material Event

DHI Group (NYSE: DHX) inks $70M revolver and refinances prior debt

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

DHI Group, Inc. entered into a new senior secured revolving credit facility with Bank of America and other lenders, providing $70 million of borrowing capacity. The facility includes a $5 million letter of credit sublimit and a $5 million swingline sublimit, and matures on April 1, 2030.

At closing, the company borrowed about $33 million under the facility to fully repay its prior credit agreement, effectively refinancing existing debt. The loans are guaranteed by key subsidiaries and secured by substantially all personal property, and the agreement includes customary financial covenants based on leverage and fixed charge coverage.

Positive

  • None.

Negative

  • None.

Insights

DHI replaces its prior loan with a longer, flexible $70M revolver.

DHI Group, Inc. has arranged a $70 million senior secured revolving credit facility led by Bank of America, maturing on April 1, 2030. This facility supports working capital, refinancing of the prior JPMorgan-led agreement, and other corporate purposes.

Pricing is tied to benchmark base rates or Term SOFR plus margins ranging from 1.50% to 3.25%, depending on the consolidated leverage ratio. An accordion feature allows up to an additional $37.5 million in incremental term loans or increased commitments, subject to conditions.

About $33 million was drawn at closing to repay all outstanding amounts under the existing credit agreement, so the immediate effect is largely a refinancing. Future leverage and fixed charge coverage ratios under the new covenants will help indicate how much balance sheet flexibility the company maintains.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Revolving credit facility size $70 million Senior secured revolving credit facility commitments
Letter of credit sublimit $5 million Sublimit within the $70 million facility
Swingline sublimit $5 million Swingline loan capacity within the facility
Accordion feature capacity $37.5 million Potential incremental term loans or increased commitments
Initial borrowing $33 million Drawn at closing to repay existing credit agreement
Maturity date April 1, 2030 Facility maturity
SOFR-based margin range 2.50%–3.25% Margin over Term SOFR for dollar loans
Base Rate margin range 1.50%–2.25% Margin over Base Rate for dollar loans
senior secured revolving credit facility financial
"The Credit Agreement provides for a senior secured revolving credit facility with aggregate commitments of $70 million"
A senior secured revolving credit facility is a multi‑use bank lending line that a company can draw, repay and redraw as needed, backed by specific assets and ranked first in repayment order if the company defaults. Think of it like a collateralized credit card that gives flexible short‑term cash while lenders hold priority to recover their money; investors watch it because it affects a company’s liquidity, borrowing cost, and who gets paid first in financial distress.
accordion feature financial
"The Credit Agreement includes an accordion feature pursuant to which the Company is permitted to add one or more incremental term loans"
An accordion feature is a clause in a loan or financing agreement that allows a company to expand the size of a credit line or the amount of securities available under the same contract without drafting a completely new deal. Like a suitcase that can be extended to hold more items, it gives a company quick flexibility to raise extra money, which can help fund growth but may increase debt or dilute existing shareholders—so investors watch it for changes in risk and ownership.
Consolidated Leverage Ratio financial
"the margin in each case depending on the Consolidated Leverage Ratio"
A consolidated leverage ratio measures a business group's total debt compared with its ability to pay, by using combined figures for the parent company and its subsidiaries. Think of it like comparing the total mortgage across all properties you own to your overall income or net worth; investors use it to judge how risky the company’s capital structure is and how vulnerable it may be to rising interest rates or income drops.
Consolidated EBITDA financial
"consolidated EBITDA of the Company and its subsidiaries for the four most recently completed fiscal quarters"
Consolidated EBITDA is a measure of a parent company’s total operating earnings across all its subsidiaries, calculated before interest, taxes, depreciation and amortization (non‑cash charges). It shows the group’s raw cash‑generation and operating performance independent of financing and accounting choices, so investors use it like comparing the horsepower of an entire fleet rather than individual cars to judge core profitability and to compare firms on a more even footing.
letter of credit financial
"For each letter of credit issued under the Facility, the Company is required to pay a fee"
A letter of credit is a bank’s written promise to pay a seller on behalf of a buyer once specified shipping or delivery documents are presented, acting like a guaranteed cashier’s check that only pays when the agreed conditions are met. Investors care because letters of credit reduce payment and counterparty risk, affect a company’s working capital and credit exposure, and can influence deal certainty in contracts, trade financing, and acquisitions.
events of default financial
"payment of the obligations thereunder may be accelerated upon the occurrence of customary events of default"
Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.
Understanding 8-K Material Events →
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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) April 1, 2026

DHI Group, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)
001-3358420-3179218
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareDHXNew York Stock Exchange
Preferred Stock Purchase RightsNew 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 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 a group of lenders, including Bank of America, N.A. The Credit Agreement provides for a senior secured revolving credit facility with aggregate commitments of $70 million (the “Facility”) and contains within the Facility (a) a letter of credit sublimit of up to $5 million and (b) a swingline sublimit of up to $5 million. Proceeds of loans under the Facility may be used, among other uses, for working capital, to refinance existing indebtedness under the Existing Credit Agreement (as defined below), and for other corporate purposes.

The Credit Agreement includes an accordion feature pursuant to which the Company is permitted to add one or more incremental term loans and/or increase commitments under the Facility in an aggregate amount not exceeding $37.5 million, subject to the satisfaction of certain conditions and exceptions.

The Facility and the loans made under the Facility are guaranteed by two of the Company’s subsidiaries, ClearanceJobs, LLC and Point Solutions Group, LLC and secured by substantially all of the personal property of the Company, Dice, DCS and the guarantors (subject to customary exceptions and exclusions). The Facility will mature on April 1, 2030 and borrowings under the Facility may be prepaid at any time without penalty.

At the closing of the Credit Agreement, the Borrowers borrowed approximately $33 million under the Facility to repay, in full, all outstanding indebtedness, including accrued interest, under the Existing Credit Agreement (as defined in Item 1.02 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 in each case depending on the Consolidated Leverage Ratio. Borrowings denominated in currencies other than U.S. dollars bear interest at either (i) the applicable Alternative Currency Term Rate, including EURIBOR for loans in Euros, or (ii) the applicable Alternative Currency Daily Rate, including SONIA for loans in Sterling, plus, in each case, a margin ranging from 2.50% to 3.25%, depending on the Consolidated Leverage Ratio (each capitalized term in this paragraph has the meaning assigned to it in the Credit Agreement).

As used in the Credit Agreement (including in the financial covenants described below), Consolidated Leverage Ratio is measured as a ratio of (x) consolidated funded indebtedness of the Company and its subsidiaries to (y) consolidated EBITDA of the Company and its subsidiaries for the four most recently completed fiscal quarters.

For each letter of credit issued under the Facility, the Company is required to pay (a) a fee in an amount equal to the applicable margin then in effect times the daily amount available to be drawn under each such letter of credit and (b) a “fronting” fee to the letter of credit issuing bank.



The Credit Agreement contains various customary representations, warranties and affirmative and negative covenants and also contains certain financial covenants, including a maximum consolidated leverage ratio and a minimum consolidated fixed charge coverage ratio. Negative covenants include, but are not limited to, covenants that restrict or limit the ability of the Borrowers and their subsidiaries to (among other things and subject to certain specified exceptions) incur indebtedness (including guarantees), grant liens, make investments, pay dividends or distributions with respect to capital stock or make other restricted payments, make prepayments on other indebtedness, engage in mergers or other fundamental changes, dispose of property, or change the nature of their business.

The Credit Agreement also provides that payment of the obligations thereunder may be accelerated upon the occurrence of customary events of default, including, but not limited to, non-payment of principal, interest or fees, violation of covenants, bankruptcy and insolvency events, and changes of control.

Certain of the lenders under the Credit Agreement and their affiliates have in the past provided, and may from time to time in the future provide, commercial banking, financial advisory, investment banking and other services to the Company and/or its subsidiaries and affiliates.

The foregoing description of the Credit Agreement is a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
.
Item 1.02 Termination of a Material Definitive Agreement.

The Company previously entered into a Third Amended and Restated Credit Agreement (the “Existing Credit Agreement”), among the Company, Dice and DCS, as borrowers, the various lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A. and BMO Harris Bank N.A., as co-syndication agents and TD Bank, N.A., and Citizens Bank, N.A. as co-documentation agents, with JPMorgan Chase Bank, N.A.; BofA Securities, Inc.; and BMO Harris Bank N.A. as joint bookrunners and joint lead arrangers. In connection with and substantially concurrently with entering into the Credit Agreement on April 1, 2026, the Company terminated all commitments under the Existing Credit Agreement.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits
(a) Exhibits.
EXHIBIT NO.DESCRIPTION
10.1*
Credit Agreement dated April 1, 2026 by and among DHI Group, Inc., Dice Inc., and Dice Career Solutions, Inc., as borrowers, the guarantors named therein, Bank of America, N.A. as Administrative Agent, Swingline Lender and L/C Issuers, and the other Lenders party thereto.
104Cover Page Interactive Data File (embedded within the inline XBRL)

*Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally to the Commission a copy of any omitted exhibits or schedule upon request


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:April 6, 2026By: /S/ Greg Schippers
Name: Greg Schippers
Title: Chief Financial Officer









































EXHIBIT INDEX
10.1
Credit Agreement dated April 1, 2026 by and among DHI Group, Inc., Dice Inc., and Dice Career Solutions, Inc., as borrowers, the guarantors named therein, Bank of America, N.A. as Administrative Agent, Swingline Lender and L/C Issuers, and the other Lenders party thereto.
104Cover Page Interactive Data File (embedded within the inline XBRL)





Source: View Original Filing on SEC EDGAR

FAQ

What new credit facility did DHI Group, Inc. (DHX) enter into?

DHI Group, Inc. entered into a new senior secured revolving credit facility with aggregate commitments of $70 million. The agreement is led by Bank of America and other lenders and is designed to fund working capital, refinance prior debt, and support general corporate purposes.

When does DHI Group’s new $70 million credit facility mature?

The new $70 million revolving credit facility for DHI Group, Inc. will mature on April 1, 2030. Until that date, the company can borrow, repay, and reborrow under the facility subject to its covenants and borrowing base conditions.

How much did DHI Group borrow initially under the new credit facility?

At closing, DHI Group and its co-borrowers drew approximately $33 million under the new facility. These proceeds were used to fully repay all outstanding indebtedness, including accrued interest, under the company’s prior Third Amended and Restated Credit Agreement.

What are the key sublimits in DHI Group’s new revolving facility?

Within the $70 million revolving facility, DHI Group has a letter of credit sublimit of up to $5 million and a swingline loan sublimit of up to $5 million. These sublimits provide specific capacity for trade support and very short-term borrowing needs.

How is interest calculated under DHI Group’s new credit agreement?

For U.S. dollar loans, interest is based on either a Base Rate or Term SOFR plus a margin between 1.50% and 3.25%. The exact margin depends on DHI Group’s consolidated leverage ratio, with separate alternative currency reference rates for non‑U.S. dollar borrowings.

What financial covenants apply to DHI Group’s new credit facility?

The credit agreement includes a maximum consolidated leverage ratio and a minimum consolidated fixed charge coverage ratio. These covenants use consolidated funded indebtedness and consolidated EBITDA for the most recent four fiscal quarters to assess DHI Group’s ability to service and repay its obligations.

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