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, 2025, there were 17 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. 32 Table of Contents Dividend Policy We have not declared or paid any cash dividends on our stock as a public company. 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: November 2025 to November 2026 (1) February 2025 to October 2025 (2) February 2023 to February 2024 (3) February 2022 to February 2023 (4) Approval Date November 2025 February 2025 February 2023 February 2022 Authorized Repurchase Amount of Common Stock $5 million $5 million $10 million $15 million (1) During November 2025, the Company announced that its Board approved a new stock repurchase program that permits the purchase of up to $5.0 million of Company's common stock through November 2026. This stock repurchase program was completed in January 2026 with a total of 2.9 million shares purchased for $5.0 million. (2) During October 2025, the stock repurchase program approved in February 2025 was completed with a total of 2.1 million shares purchased for $5.0 million. (3) During February 2024, the stock repurchase program approved in February 2023 expired with a total of 1.4 million shares purchased for $5.2 million. (4) 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. In February 2026, the Company announced that its Board of Directors approved a stock repurchase program pursuant to which the Company may repurchase up to $10 million of its common stock through February 2027. Under each plan, management has discretion in determining the conditions under which shares may be purchased from time to time. During the three months ended December 31, 2025, 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, 2025 175,930 $ 2.54 175,118 $ 2 November 1 through November 30, 2025 1,372,052 $ 1.80 1,372,052 $ 2,523,770 December 1 through December 31, 2025 1,379,843 $ 1.65 1,379,843 $ 248,201 Total 2,927,825 2,927,013 [1] Total number of shares purchased includes shares withheld to satisfy employee income tax obligations upon the vesting of stock awards. [2] Average price paid per share for shares purchased as part of a publicly announced plan or program, as applicable, includes costs associated with the repurchases. [3] During November 2025, the Company announced that its Board of Directors approved a new stock repurchase program that permits the purchase of up to $5.0 million of the Company's common stock through November 2026. This stock repurchase program was completed in January 2026 with a total of 2.9 million shares purchased for $5.0 million. 33 Table of Contents Performance Graph The following graph shows the total shareholder return of an investment of $100 in cash on December 31, 2020 through December 31, 2025 (the last trading day of our common stock on the NYSE in 2025) for (i) our common stock, (ii) the Russell 2000 and (iii) the Dow Jones Internet Composite Index, at the closing price on December 31, 2025. All values assume reinvestment of the full amount of all dividends, if any. 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 DHX $ 100.00 $ 281.08 $ 238.29 $ 116.67 $ 79.73 $ 69.82 Russell 2000 $ 100.00 $ 114.82 $ 91.35 $ 106.82 $ 119.14 $ 120.43 Dow Jones Internet Composite Index $ 100.00 $ 106.75 $ 58.31 $ 88.55 $ 115.72 $ 128.22 The returns shown on the graph do not necessarily predict future performance. The performance graph is not deemed “filed” with the SEC. Item 6. Reserved None.