DHI GROUP, INC.
For the period ended Jun 30, 2026. Filed Aug 5, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 5, 2026
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Unregistered Sales of Equity Securities and Use of Proceeds
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Stock Repurchase Plans -Our Board approved a stock repurchase program that permits the Company to repurchase our common stock. Management has discretion in determining the conditions under which shares may be purchased from time to time. 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 may suspend, modify, or terminate the repurchase program at any time without prior notice.
The following table summarizes the stock repurchase plans approved by the board of directors over the past two years:
| February 2026 to February 2027(1) | November 2025 to November 2026(2) | February 2025 to October 2025(3) | |
| Approval Date | February 2026 | November 2025 | February 2025 |
|---|---|---|---|
| Authorized Repurchase Amount of Common Stock | $10 million | $5 million | $5 million |
| (1) During February 2026, the Company announced that the Board approved a new stock repurchase program that permits the purchase of up to $10.0 million of Company's common stock through February 2027. | |||
| (2) During January 2026, the stock repurchase program approved in November 2025, expired with a total of 2.9 million shares purchased for $5.0 million. | |||
| (3) During October 2025, the stock repurchase program approved in February 2025, expired with a total of 2.1 million shares purchased for $5.0 million. | |||
Stock Repurchases Pursuant to the 2022 Omnibus Equity Award Plan, as Amended and Restated—Under the 2022 Omnibus Equity Award Plan, as Amended and Restated, and as further described in Note 13 to the condensed consolidated financial statements, the Company repurchases its common stock withheld for income tax from the vesting of employee restricted stock or Performance-Based Restricted Stock Units (“PSUs”). The Company remits the value, which is based on the closing share price on the vesting date, of the common stock withheld to the appropriate tax authority on behalf of the employee and the related shares become treasury stock.
Stock repurchases during the three months ended June 30, 2026 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) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs |
|---|---|---|---|---|
| April 1 through April 30, 2026 | 461,617 | $2.85 | 460,948 | $5,089,809 |
| May 1 through May 31, 2026 | 118,687 | $2.74 | 118,687 | $4,764,595 |
| June 1 through June 30, 2026 | 107,067 | $3.58 | 85,115 | $4,466,749 |
| Total | 687,371 | 664,750 | ||
(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) Total number of shares purchased as part of publicly announced plans or programs includes shares purchased under our stock repurchase plans described above.
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