DHI GROUP, INC. 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is listed on the NYSE under the ticker symbol “DHX”. Holders As of December 31, 2023, there were 20 stockholders of record of our common stock. A significant number of the outstanding shares of common stock, which are beneficially owned by individuals and entities, are registered in the name of Cede & Co. Cede & Co. is a nominee of The Depository Trust Company, a securities depository for banks and brokerage firms. Dividend Policy We have not declared or paid any cash dividends on our stock as a public company. We currently anticipate that all future earnings will be retained by the Company to support our long-term growth strategy. Accordingly, we do not anticipate paying periodic cash dividends on our stock for the foreseeable future. Furthermore, our Credit Agreement restricts the amount of cash dividends that we can pay. The payment of any future dividends will be at the discretion of our board of directors and subject to the Credit Agreement and will depend upon, among other things, future earnings, operations, capital requirements, our general financial condition, compliance with covenants under any then-existing financing agreements, contractual restrictions and general business conditions. Purchases of Equity Securities by the Issuer Our board of directors approved a stock repurchase program that permitted the Company to repurchase our common stock. The following table summarizes the stock repurchase plans approved by the board of directors over the past three fiscal years: May 2020 to May 2021 (1) February 2021 to June 2022 (2) February 2022 to February 2023 (3) February 2023 to February 2024 (4) Approval Date May 2020 February 2021 February 2022 February 2023 Authorized Repurchase Amount of Common Stock $5 million $20 million $15 million $10 million (1) During the first quarter of 2021, the Company completed its purchases under the plan, which consisted of 2.2 million shares for $5.0 million, effectively ending the plan prior to its original expiration date. (2) During the second quarter of 2021, the Company ended its $8 million stock repurchase program approved in February 2021 and allowed for the purchase of an additional $12.0 million of our common stock through June 2022, bringing total authorized purchases under the plan to $20.0 million. During the first quarter of 2022, the Company completed its purchases under the plan, which consisted of approximately 4.4 million shares for $20.0 million, effectively ending the plan prior to its original expiration date. (3) During February 2023, the stock repurchase program approved in February 2022 expired with a total of 2.6 million shares purchased for $14.7 million. (4) On February 9, 2023, the Company announced that its Board approved a new stock repurchase program that permits the purchase of up to $10.0 million of the Company's common stock through February 2024. Under each plan, management has discretion in determining the conditions under which shares may be purchased from time to time. 31 Table of Contents During the three months ended December 31, 2023, purchases of our common stock pursuant to the Stock Repurchase Plans were as follows: Period (a) Total Number of Shares Purchased [1] (b) Average Price Paid per Share [2] (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs [3] (d) Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs October 1 through October 31, 2023 — $ — — $ 4,796,796 November 1 through November 30, 2023 — $ — — $ 4,796,796 December 1 through December 31, 2023 — $ — — $ 4,796,796 Total — $ — — [1] No shares of our common stock were purchased other than through a publicly announced plan or program. [2] Average price paid per share includes costs associated with the repurchases. [3] On February 9, 2023, the Company announced that its Board of Directors approved a new stock repurchase program that permits the purchase of up to $10.0 million of the Company's common stock through February 2024. The number, price, structure, and timing of the repurchases, if any, will be at our sole discretion and future repurchases will be evaluated by us depending on market conditions, liquidity needs, restrictions under the agreements governing our indebtedness, and other factors. Share repurchases may be made in the open market or in privately negotiated transactions. The repurchase authorization does not oblige us to acquire any particular amount of our common stock. The Board of Directors may suspend, modify, or terminate the repurchase program at any time without prior notice. Performance Graph The following graph shows the total shareholder return of an investment of $100 in cash on December 31, 2018 through December 31, 2023 (the last trading day of our common stock on the NYSE in 2023) for (i) our common stock, (ii) the Russell 2000 and (iii) the Dow Jones Internet Composite Index, at the closing price on December 31, 2023. All values assume reinvestment of the full amount of all dividends, if any. 12/31/2018 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 DHX $ 100.00 $ 198.03 $ 146.05 $ 410.53 $ 348.03 $ 170.39 Russell 2000 $ 100.00 $ 125.52 $ 150.58 $ 172.90 $ 137.56 $ 160.85 Dow Jones Internet Composite Index $ 100.00 $ 119.65 $ 183.07 $ 195.42 $ 106.75 $ 162.11 The returns shown on the graph do not necessarily predict future performance. The performance graph is not deemed “filed” with the SEC. 32 Table of Contents Item 6. Reserved None.