Dhi Group, Inc 10-Q for FY2026 Q1

Dhi Group, Inc. (DHX)

10-Q 2026-05-05 For: 2026-03-31

Added on May 05, 2026

About this 10-Q

Dhi Group, Inc filed this 10-Q on May 5, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).

Headline figures

Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $29.69M; down 8.1% from $32.3M a year earlier
Net income: $1.53M; compared with a net loss of $9.75M a year earlier
Diluted EPS: $0.04; compared with -$0.21 a year earlier

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Delaware						20-3179218
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
6465 South Greenwood Plaza, Suite 400						80111
Centennial, Colorado						(Zip Code)
(Address of principal executive offices)


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	DHX	New York Stock Exchange
Preferred Stock Purchase Rights


		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Unaudited Financial Statements	2
	Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025
	Condensed Consolidated Statements of Operations for the three-month periods ended March 31, 2026 and 2025
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the three-month periods ended March 31, 2026 and 2025
	Condensed Consolidated Statements of Stockholders' Equity for the three-month periods ended March 31, 2026 and 2025
	Condensed Consolidated Statements of Cash Flows for the three-month periods ended March 31, 2026 and 2025
	Notes to Condensed Consolidated Financial Statements

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	24

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37

Item 4.	Controls and Procedures	38

PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	39

Item 1A.	Risk Factors	39

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39

Item 5.	Other Information	41

Item 6.	Exhibits	42

SIGNATURES
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


	March 31, 2026		December 31, 2025
ASSETS
Current assets
Cash	$	3,012	$	2,908
Accounts receivable, net of allowance for credit losses of $1,624 and $1,479	19,085		17,963
Income taxes receivable	—		148
Prepaid and other current assets	3,342		3,461
Total current assets	25,439		24,480
Fixed assets, net	12,172		13,288
Capitalized contract costs	6,511		6,482
Operating lease right-of-use assets	4,562		4,366
Investments	943		965
Acquired intangible assets	17,232		15,467
Goodwill	122,741		120,612
Other assets	2,396		2,583
Total assets	$	191,996	$	188,243
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	11,254	$	13,636
Deferred revenue	44,275		39,653
Operating lease liabilities	1,292		1,788
Income taxes payable	374		—
Total current liabilities	57,195		55,077
Deferred revenue	216		286
Operating lease liabilities	7,881		7,390
Long-term debt	33,000		30,000
Deferred income taxes	521		116
Accrual for unrecognized tax benefits	589		569
Other long-term liabilities	75		298
Total liabilities	99,477		93,736
Commitments and contingencies (Note 12)
Stockholders’ equity

Series 1 Participating Preferred Stock, 0.01 par value, authorized 240,000 shares; no shares issued and outstanding	—		—
Common stock, $.01 par value, authorized 240,000; issued: 56,812 and 55,619 shares, respectively; outstanding: 43,675 and 44,460 shares, respectively	570		559
Additional paid-in capital	131,567		130,427
Accumulated other comprehensive loss	(3)		(5)
Accumulated earnings	20,503		18,971
Treasury stock, 13,137 and 11,159 shares, respectively	(60,118)		(55,445)
Total stockholders’ equity	92,519		94,507
Total liabilities and stockholders’ equity	$	191,996	$	188,243
See accompanying notes to the condensed consolidated financial statements.


	Three Months Ended March 31,
	2026		2025
Revenue	$	29,693	$	32,301

Operating expenses:
Cost of revenue	4,759		5,366
Product development	3,081		3,842
Sales and marketing	8,992		11,123
General and administrative	6,765		7,197
Depreciation	2,797		3,984
Amortization	235		—
Restructuring	—		2,270
Impairment of goodwill	—		7,800
Total operating expenses	26,629		41,582
Operating income (loss)	3,064		(9,281)
Income (loss) from equity method investment	(23)		64
Interest expense and other	(553)		(660)
Income (loss) before income taxes	2,488		(9,877)
Income tax expense (benefit)	956		(126)
Net income (loss)	$	1,532	$	(9,751)

Basic earnings (loss) per share	$	0.04	$	(0.21)
Diluted earnings (loss) per share	$	0.04	$	(0.21)

Weighted-average basic shares outstanding	41,419		45,505
Weighted-average diluted shares outstanding	42,395		45,505


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION PERIOD PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	Series 1 Participating Preferred Stock			Common Stock		Additional Paid-in Capital		Treasury Stock			Accumulated Earnings		Accumulated Other Comprehensive Income (Loss)		Total
	Shares Issued	Amount			Shares Issued			Amount		Shares							Amount
Balance at December 31, 2025	—	$	—		55,619	$	559	$	130,427	11,159	$	(55,445)	$	18,971	$	(5)		$	94,507
Net Income													1,532					1,532
Other comprehensive income - translation adjustments															2			2
Stock-based compensation								1,151										1,151
Restricted stock issued					811	8		(8)										—
Performance-Based Restricted Stock Units eligible to vest					440	4		(4)										—
Restricted stock forfeited or withheld to satisfy tax obligations					(58)	(1)		1		306	(547)							(547)
Performance-Based Restricted Stock Units forfeited or withheld to satisfy tax obligations					—	—		—		177	(314)							(314)
Purchase of treasury stock under stock repurchase plan										1,495	(3,812)							(3,812)
Balance at March 31, 2026	—	$	—		56,812	$	570	$	131,567	13,137	$	(60,118)	$	20,503	$	(3)		$	92,519


	Convertible Preferred Stock			Series 1 Participating Preferred Stock			Common Stock			Additional Paid-in Capital		Treasury Stock			Accumulated Earnings		Accumulated Other Comprehensive Income (Loss)		Total
	Shares Issued	Amount		Shares Issued	Amount		Shares Issued	Amount				Shares	Amount
Balance at December 31, 2024	—	$	—	—	$	—	80,881	$	811	$	270,122	32,664	$	(189,090)	$	32,481	$	1	$	114,325
Net loss															(9,751)				(9,751)
Other comprehensive loss - translation adjustments																	(33)		(33)
Stock-based compensation										1,092									1,092
Restricted stock issued							844	8		(8)									—
Performance-Based Restricted Stock Units eligible to vest							583	6		(6)									—
Restricted stock forfeited or withheld to satisfy tax obligations							(393)	(4)		4		331	(849)						(849)
Performance-Based Restricted Stock Units forfeited or withheld to satisfy tax obligations							(83)	(1)		1		243	(620)						(620)
Purchase of treasury stock under stock repurchase plan												312	(666)						(666)
Balance at March 31, 2025	—	$	—	—	$	—	81,832	$	820	$	271,205	33,550	$	(191,225)	$	22,730	$	(32)	$	103,498


	As of March 31, 2026		As of December 31, 2025

Receivables	$	19,085	$	17,963
Short-term contract liabilities (deferred revenue)	44,275		39,653
Long-term contract liabilities (deferred revenue)	216		286


	Three Months Ended
	March 31, 2026		March 31, 2025
Revenue recognized in the period from:
Amounts included in the contract liability at the beginning of the period	$	18,544	$	22,164



	Remainder of 2026		2027		2028		2029		Total
Deferred revenue	$	42,211	$	2,209	$	66	$	5	$	44,491


	Accrual at December 31, 2025		Expense		Cash Payments		Accrual at March 31, 2026
CJ	$	45	$	—	$	(44)	$	1
Dice	265		—		(231)		34

Total restructure costs	$	310	$	—	$	(275)	$	35


	Accrual at December 31, 2024		Expense		Cash Payments		Accrual at March 31, 2025


Other corporate expenses	$	—	$	2,270	$	(1,753)	$	517
Total restructure costs	$	—	$	2,270	$	(1,753)	$	517


	For the Three Months Ended March 31,
	2026		2025
Operating lease cost(1)	$	325	$	425


(1) Includes short-term lease costs and variable lease costs, which are immaterial.


FORM 10-Q


		March 31, 2026			December 31, 2025
Operating lease right-of-use-assets (as reported)		$	4,562		$	4,366



Operating lease liabilities - current (as reported)		1,292			1,788
Operating lease liabilities - non-current (as reported)		7,881			7,390
	Total operating lease liabilities	$	9,173		$	9,178

Weighted Average Remaining Lease Term (in years)
	Operating leases	6.9 years			6.8 years

Weighted Average Discount Rate
	Operating leases	5.6		%	5.3		%


		Operating Leases
April 1, 2026 through December 31, 2026		$	1,355
2027		1,486
2028		1,519
2029		1,552
2030		1,568
2031 and thereafter		3,644
	Total lease payments	$	11,124
Less: imputed interest		(1,951)
	Total	$	9,173


	Amount
Purchase price consideration
Cash consideration paid	$	1,400
Fair value of contingent earnout consideration(1)(2)	497
Total purchase price consideration	$	1,897

Less: Assets acquired
Intangible asset - AgileATS technology	$	1,510
Intangible asset - Tradename	90
Total assets acquired	$	1,600

Plus: Net working capital assumed(3)	15



Goodwill(4)	$	312

(1) Includes a $0.5 million contingent earnout consideration, discounted to $0.4 million based on the probability of being achieved and a present value factor. The contingent earnout consideration must be achieved no later than July 31, 2027.
(2) Includes a $0.1 million purchase price consideration holdback, which is payable in the third quarter of 2026, net of any contingency related items, as described in the Asset Purchase Agreement.
(3) Includes approximately $2,000 of receivables and $17,000 of liabilities.
(4) Calculated by taking the total purchase price consideration less the net assets acquired and liabilities assumed.


		As of March 31, 2026						As of December 31, 2025
	Useful life	Gross carrying amount		Accumulated amortization		Net carrying amount		Gross carrying amount		Accumulated amortization		Net carrying amount
Indefinite-lived intangible assets
Trademark and brand name	N/A	N/A		N/A		$	14,200	N/A		N/A		$	14,200
Definite-lived intangible assets
Trademarks and brand name	2	$	530	$	(49)	$	481	$	90	$	(19)	$	71
Technology	2	1,510		(503)		1,007		1,510		(314)		1,196
Customer relationships	8	1,560		(16)		1,544		—		—		—
Total definite-lived intangible assets						$	3,032					$	1,267
Total intangible assets						$	17,232					$	15,467


	Tech-focused		ClearanceJobs		Dice		Total
Goodwill at December 31, 2024	$	128,100	$	—	$	—	$	128,100
Segment Change	(128,100)		97,431		30,669		—
Goodwill at January 13, 2025(1)	$	—	$	97,431	$	30,669	$	128,100
Impairment	—		—		(7,800)		(7,800)
Business combination(2)	—		312		—		312
Goodwill at December 31, 2025	$	—	$	97,743	$	22,869	$	120,612
Business combination(3)	—		2,129		—		2,129
Goodwill at March 31, 2026	$	—	$	99,872	$	22,869	$	122,741
(1) Date of organizational restructuring.
(2) Represents goodwill recognized through the acquisition of AgileATS on July 31, 2025. See Note 8 for further discussion.
(3) Represents goodwill recognized through the acquisition of Point Solutions Group on February 27, 2026. See Note 8 for further discussion.


	March 31, 2026			December 31, 2025
Long-term debt under revolving credit facility(1)	$	33,000		$	30,000

Available to be borrowed under revolving facility(2)	$	56,000		$	51,000

Interest rate and margin:
Interest margin(3)	1.00		%	2.10		%
Actual interest rates(4)	7.75		%	5.83		%

Commitment fee	0.35		%	0.35		%

(1) In connection with the Credit Agreement, as of March 31, 2026 and December 31, 2025, the Company had deferred financing costs of $0.7 million and $0.7 million, respectively, and accumulated amortization of $0.6 million and $0.5 million, respectively, recorded in other assets on the condensed consolidated balance sheets.
(2) The amount available to be borrowed was subject to certain limitations, such as a consolidated leverage ratio which generally limited borrowings to 2.5 times annual Adjusted EBITDA, as defined in the Credit Agreement.
(3) Computed as the weighted average interest margin on all borrowings, including an additional spread of 0.10%, as applicable.
(4) Computed as the weighted average interest rate on all borrowings.



	Three Months Ended March 31, 2026			Three Months Ended March 31, 2025
	Shares	Weighted- Average Fair Value at Grant Date		Shares	Weighted- Average Fair Value at Grant Date
Non-vested at beginning of the period	2,519,669	$	2.47	2,672,564	$	3.39
Granted	811,000	$	1.86	844,000	$	2.69
Forfeited	(57,503)	$	2.62	(393,429)	$	3.23
Vested	(717,843)	$	3.39	(793,840)	$	4.11
Non-vested at end of period	2,555,323	$	2.02	2,329,295	$	2.92
Expected to vest	2,555,323	$	2.02	2,329,295	$	2.92


	Three Months Ended March 31, 2026			Three Months Ended March 31, 2025
	Shares(1)	Weighted- Average Fair Value at Grant Date		Shares(2)	Weighted- Average Fair Value at Grant Date
Non-vested at beginning of the period	979,751	$	2.91	1,420,665	$	3.55
Granted	549,000	$	1.79	623,000	$	2.69
Forfeited	(130,035)	$	2.63	(443,300)	$	2.85
Vested	(404,274)	$	3.29	(549,056)	$	4.37
Non-vested at end of period	994,442	$	2.18	1,051,309	$	2.90
Expected to vest	994,442	$	2.18	1,051,309	$	2.90


	Three Months Ended March 31, 2026						Three Months Ended March 31, 2025
By Reportable Segment:	CJ		Dice		Total		CJ		Dice		Total
Revenues	$	13,996	$	15,697	$	29,693	$	13,377	$	18,924	$	32,301
Less:
Adjusted cost of revenues	2,086		2,650				1,783		3,492
Adjusted product development	1,527		1,517				1,301		2,276
Adjusted sales	2,112		3,125				2,025		4,365
Adjusted marketing	1,597		2,158				1,622		3,029
Adjusted general and administrative	1,023		1,910				941		2,334
Adjusted EBITDA(1)	5,651		4,337		9,988		5,705		3,428		9,133

Reconciling Items:(2)
Less:
Depreciation (3)					2,797						3,984
Amortization					235						—
Restructuring					—						2,270
Impairment of goodwill (4)					—						7,800

Severance, professional fees and related costs, and non-cash stock based compensation					2,048						2,208
Loss (income) from equity method investment					23						(64)
Interest expense and other					553						660
Unallocated amounts:
Other corporate expenses					1,844						2,152
Income (loss) before income taxes					$	2,488					$	(9,877)

Capital Expenditures(2)(5)	$	577	$	1,045	$	1,622	$	362	$	1,674	$	2,036

(1) Excludes deduction for other corporate expenses.
(2) Other segment disclosures as required by ASC 280.
(3) Depreciation was $0.7 million and $2.1 million for ClearanceJobs and Dice, respectively, for the three months ended March 31, 2026. Depreciation was $0.7 million and $3.3 million for ClearanceJobs and Dice, respectively, for the three months ended March 31, 2025.
(4) Impairment of goodwill related entirely to the Dice reportable segment.
(5) Consists of capitalized website development and software costs as provided to the CODM.


	As of March 31,		Increase (Decrease)	Percent Change
Recruitment Package Customers:	2026	2025
ClearanceJobs	1,741	1,891	(150)	(8)%
Dice	3,832	4,490	(658)	(15)%


	Average Annual Revenue per Recruitment Package Customer(1)
	Three months ended March 31, 2026
	2026		2025		Increase (Decrease)		Percent Change
ClearanceJobs	$	27,286	$	25,806	$	1,480	6	%
Dice	$	15,466	$	16,384	$	(918)	(6)	%

(1) Calculated by dividing recruitment package customer revenue by the daily average count of recruitment package customers during each month, adjusted to reflect a 30-day month. The simple average of each month is used to derive the amount for each period and then annualized to reflect 12 months.


			Comparison to Prior Year End						Comparison Year Over Year
	3/31/2026		12/31/2025		Increase (Decrease)		Percent Change		3/31/2025		Increase (Decrease)		Percent Change
Deferred Revenue	$	44,491	$	39,939	$	4,552	11	%	$	50,666	$	(6,175)	(12)	%
Contractual commitments not invoiced	54,541		59,632		(5,091)		(9)	%	57,094		(2,553)		(4)	%
Backlog(1)	$	99,032	$	99,571	$	(539)	(1)	%	$	107,760	$	(8,728)	(8)	%

(1) Backlog consists of deferred revenue plus customer contractual commitments not invoiced representing the value of future services to be rendered under committed contracts.


Product Releases
2026						2025
Premium Candidate Experience Features						ClearanceJobs Expanded Multi-Factor Authentication, ClearanceJobs Live Enhancements, Candidate Experience Personalization, AgileATS, Premium Candidate Experience
Dice Screeners, Dice Model Context Protocol (MCP) Server						Dice Technologist Dashboard, Easy Post for SmartRecruiters ATS, Candidate Home Feed Redesign, Dice Employer Experience Platform, Enhanced My Jobs, Detail Job View


	Three Months Ended March 31,
	Dollars
	2026		2025
Reconciliation of Net Income (Loss) to Adjusted EBITDA:
Net income (loss)	$	1,532	$	(9,751)
Interest expense	553		660
Income tax expense (benefit)	956		(126)
Depreciation	2,797		3,984
Amortization	235		—
Non-cash stock-based compensation	1,151		1,063
Loss (income) from equity method investment	23		(64)

Impairment of goodwill	—		7,800

Severance, professional fees and related costs	897		1,145
Restructuring	—		2,270
Adjusted EBITDA	$	8,144	$	6,981

Reconciliation of Cash Flows from Operating Activities to Adjusted EBITDA
Net cash provided by operating activities	$	8,411	$	2,248
Interest expense	553		660
Amortization of deferred financing costs	(36)		(36)
Income tax expense (benefit)	956		(126)
Deferred income taxes	(405)		214
Change in accrual for unrecognized tax benefits	(20)		(32)
Change in accounts receivable	(298)		1,299
Change in deferred revenue	(4,551)		(5,210)
Severance, professional fees and related costs	897		1,145
Restructuring	—		2,270
Changes in working capital and other	2,637		4,549
Adjusted EBITDA	$	8,144	$	6,981


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) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
January 1 through January 31, 2026	533,646	$	1.76	147,165	$	83
February 1 through February 28, 2026	652,100	$	2.56	555,526	$	8,501,437
March 1 through March 31, 2026	792,608	$	2.64	792,608	$	6,405,722
Total	1,978,354			1,495,299	$	—


3.1						Amended and Restated Certificate of Incorporation (incorporated by reference from Exhibit 3.1 to the Company's Current Report on Form 8-K (File No. 001-33584) filed on July 23, 2007).
3.2						Second Amended and Restated By-laws (incorporated by reference from Exhibit 3.1 to the Company's Current Report on Form 8-K (File No. 001-33584) filed on March 9, 2016).
3.3						Certificate of Amendment to the Amended and Restated Certificate of Incorporation, effective April 21, 2015 (incorporated by reference from Exhibit 3.1 to Company's Current Report on Form 8-K (File No. 001-33584) filed on April 21, 2015).
3.4						Certificate of Designation of Rights, Preferences and Privileges of Series 1 Participating Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K filed on January 8, 2025).
4.1						Specimen Stock Certificate (incorporated by reference from Exhibit 4.1 to Amendment No. 4 to the Company's Registration Statement on Form S-1 (File No. 333-141876) filed on June 22, 2007).
4.2						Section 382 Rights Agreement dated as of January 28, 2025 by and between DHI Group, Inc. and Computershare Trust Company, N.A. as rights agent (incorporated by reference to Exhibit 4.1 of the Company's Current Report on From 8-K filed on January 28, 2025.
10.1						Membership Interest Purchase Agreement dated February 27, 2026 by and among ClearanceJobs, LLC, PSG Holdings, LLC, Mad Hat Holdings LLC, Bionic Fox LLC and RWR Holdings, LLC (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on March 2, 2026).
10.2						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 Issuer, and the other Lenders party thereto (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on April 6, 2026).
31.1*						Certifications of Art Zeile, Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Certifications of Greg Schippers, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**						Certifications of Art Zeile, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**						Certifications of Greg Schippers, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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