Welcome to our dedicated page for Dhi Group SEC filings (Ticker: DHX), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
DHI Group, Inc. filings document the public-company record for an online recruiting and career marketplace operator built around Dice and ClearanceJobs. Its 8-K filings report quarterly and annual operating results, segment-related business updates, stock repurchase authorization, and material agreements tied to its recruiting platforms and corporate financing.
The filing record also covers completed acquisition activity for Point Solutions Group, revolving credit facility arrangements, changes in the independent registered public accounting firm, executive officer transitions, and proxy disclosures on board governance, executive compensation and shareholder voting matters. These documents describe DHI's capital structure, governance practices, financing obligations and formal reporting around its technology and security-cleared talent businesses.
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.
DHI Group, Inc. is asking stockholders to vote at its virtual 2026 Annual Meeting on May 15, 2026, including electing two Class I directors, ratifying RSM US LLP as auditor, an advisory vote on executive pay, and amendments to its equity and employee stock purchase plans.
In 2025, revenue was $127.8 million, down 10% from 2024, and net loss was $13.5 million, an -11% margin. Adjusted EBITDA was $35.1 million with a 27% Adjusted EBITDA margin, up from 25%. ClearanceJobs and Dice posted revenue renewal rates of 89% and 72%, with retention rates of 106% and 94%.
Executive pay remained performance-based: the Senior Bonus Plan paid out at 89.5% of target, Dice and ClearanceJobs Brand Bonuses paid 86.0% and 78.1% of target, and 2025 performance share units vested at 78.4% of target. As of March 20, 2026, 43,898,515 shares were outstanding, with the board emphasizing independence, ESG oversight, and stock ownership guidelines.
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.
Andora Elizabeth reported acquisition or exercise transactions in this Form 4 filing.
DHI Group, Inc. reported that Chief People Officer Elizabeth Andora was granted 90,000 shares of common stock as restricted stock. The award carries no purchase price and increases her directly owned shares to 90,000.
The restricted stock will vest in three equal installments: one-third on February 23, 2027, one-third on February 23, 2028, and one-third on February 23, 2029, provided she remains in continuous service with the company on each vesting date.
DHI Group, Inc. reported that Chief People Officer Elizabeth Andora filed an initial insider ownership statement on Form 3. This establishes her status as a reporting officer of the company under SEC rules, requiring future disclosures of qualifying transactions in DHI Group, Inc. securities.
DHI Group, Inc. changed its independent auditor, dismissing Deloitte & Touche LLP and selecting RSM US LLP after a competitive process. Deloitte’s audit reports on the company’s financial statements for the years ended December 31, 2025 and 2024 contained no adverse opinions, disclaimers, or qualifications regarding uncertainty, scope, or accounting principles.
The company states there were no disagreements with Deloitte and no reportable events during those audit periods and subsequent interim period. RSM has been appointed effective February 24, 2026, subject to completion of its standard client acceptance procedures and execution of an engagement letter. Deloitte’s confirming letter to the SEC is filed as an exhibit.
DHI Group, Inc. is making a planned leadership transition in its human resources function. Pamela Bilash, the long-time Chief Human Resources Officer, will retire on April 1, 2026 after more than 12 years with the company, remaining in an advisory role through the transition.
The company has hired Elizabeth Andora as Chief People Officer, effective February 23, 2026. Andora brings over two decades of HR leadership experience across technology, software, consumer products, and aerospace and defense, including serving as Chief Human Resources Officer at Maxar Technologies and prior roles at DigitalGlobe, Eggplant, Rally Software, Webroot, Sun Microsystems and Hewlett-Packard.
DHI highlights Andora’s background in human capital strategy, M&A, organizational design, and scaling global workforces, and credits Bilash with helping build a people-first, high-performing culture. A related press release dated February 23, 2026 is furnished as an exhibit.
Nantahala Capital Management and its principals reported a significant ownership stake in DHI Group, Inc. As of December 31, 2025, Nantahala, Wilmot B. Harkey, and Daniel Mack may each be deemed to beneficially own 2,374,027 shares of DHI Group common stock, representing 5.03% of the outstanding shares.
The shares are held by funds and separately managed accounts under Nantahala’s control, with shared voting and dispositive power over all reported shares and no sole voting or dispositive power. The holders certify the position is held in the ordinary course of business and not for the purpose of changing or influencing control of DHI Group.
DHI Group, Inc. reported weaker 2025 results as revenue fell 10% to $127.8 million and net income swung from a small profit to a net loss of $13.5 million, for a net margin of -11% and diluted loss per share of $0.30.
Despite the downturn in tech and government hiring, Adjusted EBITDA was broadly stable at $35.1 million with margin improving to 27%, supported by cost controls and a streamlined workforce. ClearanceJobs and Dice retention remained solid, while DHI ended the year with $2.9 million in cash and $30 million of debt under a $100 million facility.
DHI Group, Inc. Chief Information Officer Sarah Elizabeth Knapp filed an initial statement of beneficial ownership, reporting 64,015 shares of DHI Group common stock held directly.
This total includes 38,334 unvested restricted shares and 10,484 shares underlying performance-based restricted stock units. These awards vest in multiple tranches from July 25, 2026 through January 26, 2029, and each vesting date requires her continued service with the company.