DHI GROUP, INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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DHI Group, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Dear Fellow Stockholder,

I am pleased to invite you to our 2026 Annual Meeting of Stockholders (the “Annual Meeting”), which will be held on May 15, 2026, at 11:00 a.m, Mountain Time. This year’s Annual Meeting will be conducted solely online via live webcast. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the Annual Meeting by visiting meetnow.global/M44KV2J at the Annual Meeting date and time described in the accompanying Proxy Statement. A password is not required to attend the Annual Meeting. There is no physical location for the Annual Meeting.

In 2020, we decided to hold our Annual Meeting of stockholders virtually. We have continued to host the Annual Meeting as a virtual event to provide for greater participation as our stockholders are not centrally located. We believe that a virtual meeting enables greater stockholder attendance and participation from any location around the world.

In 2025, DHI advanced a focused transformation agenda, expanding product offerings across ClearanceJobs and Dice while streamlining the workforce to drive greater efficiency and scalability. The acquisition of AgileATS enhanced ClearanceJobs’ portfolio with an end-to-end solution for the government technology (GovTech) recruiting market, expanding its total addressable market and strengthening its value proposition. At Dice, we modernized the platform by significantly reducing legacy technical debt, enabling the launch of new tools that empower employer self-service and improve job discovery and candidate matching for technology professionals. These initiatives underscore our commitment to operational discipline, innovation, and long-term shareholder value.

At the Annual Meeting, we will be electing one class of directors, considering the ratification of the selection of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026, considering the approval, on an advisory basis, of the compensation of our named executive officers, considering the approval of the amendment and restatement of our Equity Award Plan authorizing the issuance of additional shares along with certain changes to plan terms and, finally, an amendment to our Employee Stock Purchase Plan to allow for additional shares available for purchase by employees and transacting such other business that may properly come before the Annual Meeting. The Board of Directors recommends a vote FOR each of (i) the election of our director nominees, (ii) the ratification of the selection of RSM US LLP as our independent registered public accounting firm, (iii) the approval, on an advisory basis, of the compensation of our named executive officers, (iv) approval of the Second Amendment to the DHI Group, Inc. 2022 Omnibus Equity Award Plan (as amended and restated) and (v) approval of the First Amendment to the Employee Stock Purchase Plan.

You may vote your shares using the Internet or the telephone by following the instructions on the enclosed proxy. Of course, you may also vote by returning the enclosed proxy card.

Thank you very much for your support of DHI Group, Inc.

Sincerely,

President and Chief Executive Officer

NOTICE OF ANNUAL MEETING

DHI Group, Inc., a Delaware corporation (the “Company”), will hold its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) virtually at meetnow.global/M44KV2J on May 15, 2026, at 11:00 a.m., Mountain Time, to:

1. Elect two Class I directors, for a term of three years, or until his or her successor is duly elected and qualified;

2. Ratify the selection of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;

3. Hold an advisory vote to approve the compensation of our named executive officers as described in the Proxy Statement;

4. Approve the Second Amendment to the DHI Group, Inc. 2022 Omnibus Equity Award Plan, as amended and restated;

5. Approve the First Amendment to the DHI Group, Inc. 2020 Employee Stock Purchase Plan; and

6. Transact any other business that may properly come before the Annual Meeting and any adjournments or postponements thereof.

Stockholders of record of DHI Group, Inc. (NYSE: DHX) as of the close of business on March 20, 2026, are entitled to notice of, and to vote at the Annual Meeting and any adjournments or postponements thereof. A list of these stockholders will be available for examination 10 days prior to the Annual Meeting at our principal executive office, 6465 South Greenwood Plaza, Suite 400, Centennial, Colorado 80111.

YOUR VOTE IS IMPORTANT

Whether or not you plan to attend the Annual Meeting, you are strongly encouraged to sign and date the enclosed proxy card and return it promptly, or submit your proxy by telephone or the Internet. Any stockholder of record who is virtually present at the Annual Meeting as a registered stockholder may vote virtually, thereby revoking any previous proxy. If you have any questions about the voting process, please refer to the section titled “Frequently Asked Questions About Voting and the Annual Meeting.”

Beginning on or about April 2, 2026, we will mail or otherwise make available to each of our stockholders a Notice of Internet Availability of Proxy Materials, which contains instructions on how to access our proxy materials and vote online.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on May 15, 2026 (the “Meeting”): Both the proxy statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2025, are available electronically at dhigroupinc.com/investors/default.aspx and www.investorvote.com/DHX.

By order of the Board of Directors,

E. Jack Connolly

Chief Legal Officer

TABLE OF CONTENTS

Forward-Looking Statements

This proxy statement 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, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. 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. Forward-looking statements are subject to risks, uncertainties and other factors, which may cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from the forward-looking statements include, without limitation, those described in Part I - Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report on Form 10-K” or “Annual Report”), elsewhere throughout the Annual Report, and those described from time to time in our past and future reports filed with the Securities and Exchange Commission. 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. Caution should be taken not to place undue reliance on any such forward-looking statements. Moreover, such forward-looking statements speak only as of the date of this proxy statement. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements, except as required by applicable law.

Market and Industry Data

The market and industry data used in this proxy statement and the accompanying materials are based on independent industry publications, customers, trade or business organizations, reports by market research firms and other published statistical information from third parties (collectively, the “Third Party Information”), as well as information based on management’s good faith estimates, which we derive from our review of internal information and independent sources. Such Third Party Information generally states that the information contained therein or provided by such sources has been obtained from sources believed to be reliable.