DHI GROUP INC

NOTE CONCERNING FORWARD-LOOKING STATEMENTS

Information contained herein contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). You should not place undue reliance on those statements because they are subject to numerous uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Forward-looking statements include information concerning our possible or assumed future financial condition, liquidity and results of operations, including expectations (financial or otherwise), our strategy, plans, objectives, expectations (financial or otherwise) and intentions, and growth potential. These statements often include words such as “may,” “will,” “should,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions. These statements are based on assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to:

•our ability to execute our tech-focused strategy;

•write-offs of goodwill, tradename and intangible assets;

•competition from existing and future competitors;

•changes in the recruiting and career services business and technologies, and the development of new products and services;

•failure to develop and maintain our reputation and brand recognition;

•failure to increase or maintain the number of customers who purchase recruitment packages;

•failure to attract qualified professionals or grow the number of qualified professionals who use our websites;

•inability to successfully integrate future acquisitions or identify and consummate future acquisitions;

•misappropriation or misuse of our intellectual property, claims against us for intellectual property infringement or the failure to enforce our ownership or use of intellectual property;

•failure of our businesses to attract, retain and engage users;

•unfavorable decisions in proceedings related to future tax assessments;

•taxation risks in various jurisdictions for past or future sales;

•significant downturn not immediately reflected in our operating results;

•our indebtedness and the potential inability to borrow funds under our Credit Agreement (as defined below);

•our ability to incur additional debt;

•covenants in our Credit Agreement;

•the development and use of artificial intelligence;

•failure to timely and efficiently scale and adapt our existing technology and network infrastructure;

•capacity constraints, systems failures or breaches of network security;

•the usefulness of our candidate profiles;

•decrease in user engagement;

•Internet search engine methodologies and their impact on our search result rankings;

•failure to halt the operations of websites that aggregate our data, as well as data from other companies;

•our reliance on third-party data hosting facilities;

•compliance with laws and regulations concerning collection, storage and use of professionals’ personal and career related information;

•U.S. regulation of the internet;

•loss of key executives and technical personnel and our ability to attract and retain key executives, including our CEO;

•increases in the unemployment rate, cyclicality or downturns in the United States or worldwide economies or the industries we serve, labor shortages, or job shortages;

•litigation related to infringement or other claims regarding our services or content;

•our ability to defend ownership of our intellectual property;

•global climate change;

•compliance with changing corporate governance requirements and costs incurred in connection with being a public company;

•the impact of public health issues, such as COVID-19, could have on our business and financial condition and the economy in general

•compliance with the continued listing standards of the New York Stock Exchange (the “NYSE”);

•volatility in our stock price;

•failure to maintain internal controls over financial reporting;

•results of operations fluctuating on a quarterly and annual basis; and

•disruption resulting from unsolicited offers to purchase the company.

Summary Risk Factors

Our business is subject to a number of risks that may prevent us from achieving our objectives, or may adversely affect our business, financial condition, operations, cash flows, and prospects. These risks are outlined and discussed more fully below and include:

Risks Related to Our Business

•our ability to execute our tech-focused strategy in a competitive business environment that is constantly changing;

•a write-off of all or a part of our goodwill and intangible assets may hurt our operating results;

•our backlog may not accurately represent future revenue;

•our ability to successfully compete against existing and future competitors;

•our ability to adapt our business model to keep pace with changes in the recruiting and career services business;

•our ability to develop and maintain our brand, attract customers and recruit new qualified users;

•our ability to increase or maintain the number of customers who purchase recruitment packages;

•our ability to attract qualified professionals to our websites or grow the number of qualified professionals who use our websites;

•acquisitions and our ability to successfully integrate acquisitions;

•misappropriation or misuse of our intellectual property, claims against us for intellectual property infringement or failure to enforce our ownership of our intellectual property;

•our ability to attract and retain users who create and post original content on our web properties;

•taxation risks in various jurisdictions and the potential for unfavorable decisions related to tax assessments;

•taxation risks impacting liability for past sales and ability to make future sales;

•a significant downturn in our customers' businesses;

Risks Related to Our Indebtedness

•our indebtedness and our ability to borrow in case of adverse changes within the credit market;

•the covenants set forth in our Credit Agreement;

•we may be able to incur more debt, which could increase the risks to our financial condition;

Risks Related to Our Technology

•the development and use of artificial intelligence;

•our ability to scale, adapt and maintain our technology and infrastructure;

•capacity constraints, systems failures or breaches of our network security;

•the usefulness of our candidate profiles to our customers;

•any decrease in our user engagement;

•changes in search engines’ methodologies resulting in a decline in our page rankings or user engagement;

•our ability to halt operations of third-party websites that aggregate our data;

•our reliance on third-party hosting facilities;

Regulatory Risks

•our compliance with laws and regulations concerning the collection, storage and use of professional and personal information, including the CPRA (as defined below);

•U.S. government regulation of the Internet and taxation;

Risks Related to Ownership of Our Securities

•compliance with the listing standards of the NYSE;

•the volatility of our stock price;

•our ability to maintain internal controls over financial reporting;

•the estimates and assumptions on which our financial projections are based;

•the results of our operations fluctuate on a quarterly and annual basis; and

•disruption resulting from unsolicited offers to purchase the Company.

General Risk Factors

•our ability to attract or retain key executives and personnel;

•our ability to navigate the cyclicality or downturns of the U.S. and worldwide economies;

•litigation related to infringement or other claims regarding our services or content;

•our ability to defend ownership of our intellectual property;

•global climate change;

•the impacts of public health issues like COVID-19 that may arise;

NON-GAAP FINANCIAL MEASURES

Information contained herein contains certain non-GAAP financial measures. These measures are not in accordance with, or an alternative for, generally accepted accounting principles in the United States (“GAAP”). Such measures presented herein include Adjusted EBITDA and Adjusted EBITDA Margin (each as defined herein). See Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations, Non-GAAP Financial Measures,” for definitions of these measures as well as reconciliations to the comparable GAAP measures.

Part I