DHI GROUP, INC. (DHX) SEC Filings, Feb-May 2026

DHI Group filed a Form 144 notice to sell 20,000 shares of Common Stock. The shares were issued on 04/29/2022 upon vesting of restricted stock units granted under the issuer's equity compensation plan. The Form 144 entry shows the filing date 05/11/2026 and lists the exchange as NYSE.

DHI Group, Inc. director Joseph G. Massaquoi Jr reported an open-market sale of 26,611 shares of common stock at a weighted average price of $3.09 per share on May 8, 2026. After the sale, he directly holds 137,653 shares. The transactions were executed under a pre-established Rule 10b5-1 trading plan and occurred at prices between $2.88 and $3.30.

DHI Group, Inc. notice reports vesting of restricted stock unit awards for Common Stock delivered through Merrill Lynch. 25,046 shares vested on 05/10/2024 and 1,565 shares vested on 04/25/2025

Broker information lists Merrill Lynch at 225 Liberty Street, and the securities are listed on the NYSE.

DHI Group, Inc. reported Q1 2026 revenue of $29.7 million, down about 8% from $32.3 million a year earlier, but generated net income of $1.5 million, or $0.04 per diluted share, compared with a prior-year net loss.

ClearanceJobs revenue rose 5% to $14.0 million, supported by demand for cleared professionals and the Point Solutions Group acquisition, while Dice revenue fell 17% to $15.7 million amid weaker tech hiring. Lower operating expenses and the absence of prior-year goodwill and trademark impairments drove the swing to profitability.

DHI produced $8.4 million in operating cash flow, repaid and re-borrowed under its revolver to end with $33 million of debt and $3.0 million in cash. The company spent $3.8 million repurchasing 1.5 million shares and closed the Point Solutions Group deal, adding goodwill and new customer relationship intangibles. Backlog was $99.0 million, down 8% year over year as softer demand continued.

DHI Group, Inc. reported first quarter 2026 revenue of $29.7 million, down 8% from a year earlier, as 5% growth at ClearanceJobs to $14.0 million was offset by a 17% decline at Dice to $15.7 million. Total bookings were $38.3 million, down 9%, with ClearanceJobs up 7% and Dice down 20%.

The company generated net income of $1.5 million, or $0.04 per diluted share, compared with a net loss of $9.8 million a year ago. Non-GAAP earnings per share doubled to $0.08. Adjusted EBITDA rose 17% to $8.1 million, lifting Adjusted EBITDA margin to 27% from 22%. Free cash flow increased sharply to $6.8 million. DHI ended the quarter with $3.0 million in cash and $33.0 million of total debt, and repurchased 2.0 million shares for $4.7 million. For fiscal 2026, the company guides revenue to $124–$128 million and reaffirms an overall Adjusted EBITDA margin target of 25%, with ClearanceJobs at 40% and Dice at 22%.

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.