THIS AGREEMENT, as of November 11, 2024, is between DHI GROUP, INC., a Delaware corporation (“DHI”), and Raime Leeby (the “Consultant”).

In consideration of Consultant’s services with DHI, Consultant hereby agrees to be bound by and comply with the following terms and conditions:

Section 1. Services. Consultant agrees to provide the services specified in any Project Schedule that shall, from time to time, be defined and executed by the parties and attached to this Agreement as Exhibit A. Such services are hereinafter referred to as “Services.”

Section 2. Term and Termination. This Agreement shall continue until terminated by either party upon fourteen (14) days notice, provided that termination by Consultant shall not be effective until completion of any specifically defined work set forth on any Project Schedule applicable at the time of such notice, unless otherwise agreed.

Section 3. Payment for Services. As full compensation for the Services to be provided by Consultant pursuant to any Project Schedule, DHI agrees to pay Consultant the charges set forth in such Project Schedule, attached to this agreement as Exhibit A.

Section 4. Independent Contractor. It is understood and agreed that Consultant shall perform the Services as an independent contractor and consultant. Consultant shall not be deemed to be an employee of DHI. Consultant shall not be entitled to any benefits provided by DHI to its employees, and DHI will make no deductions from any of the payments due to Consultant hereunder for state or federal tax purposes. Consultant agrees that he/she shall be personally responsible for any and all taxes and other payments due on payments received by him/her from DHI hereunder. Consultant acknowledges that Consultant is free from control or direction over the performance of Consultant’s services, both under this Agreement and in fact.

Section 5. Consultant Inventions.

(a) Consultant agrees that all Inventions (as herein defined) shall be and remain the property of DHI. “Inventions” shall mean all ideas, prospect and customer lists, inventions, research, plans for products or services, business development strategies, marketing plans, computer software (including, without limitation, source code), computer programs, original works of authorship, copyrightable expression, characters, know-how, trade secrets, information, data, developments, discoveries, improvements, modifications, technology, algorithms and designs, whether or not subject to patent or copyright protection, made, conceived, expressed, developed, or actually or constructively reduced to practice by Consultant solely or jointly with others in connection with any Services under this Agreement. Consultant acknowledges that all of said Inventions shall be considered as “work made for hire” belonging to DHI.

(b) Consultant acknowledges that all of said Inventions shall be considered as “work made for hire” belonging to DHI. To the extent that any such Inventions, under applicable law, may not be considered work made for hire by Consultant for DHI, Consultant agrees to assign and, upon its creation, automatically assigns to DHI the ownership of such material, including any copyright or other intellectual property rights in such materials, without the necessity of any further consideration. DHI shall have the exclusive right to use the Inventions, whether original or derivative, for all purposes. At DHI’s expense, Consultant will assist DHI in every proper way to protect the Inventions throughout the world, including, without limitation, executing in favor of DHI or any affiliate of DHI patent, copyright, and other applications and assignments relating to the Inventions.

Section 6. Proprietary Information.

(a) Consultant will not disclose or use, at any time either during or after the period of Services, except for the benefit of DHI or an affiliate of DHI, any Confidential Information (as herein defined). “Confidential Information” shall mean all DHI proprietary information, technical data, trade secrets, and know-how, including, without limitation, research, product plans, customer lists, markets, computer software, computer programs, developments, inventions, discoveries, processes, formulas, algorithms, technology, designs, drawings, marketing and other plans, business strategies and financial data and information, including but not limited to Inventions, whether or not marked as “Confidential.” “Confidential Information” shall also mean information received by DHI from customers of DHI or other third parties subject to a duty to keep confidential.

(b) Consultant hereby acknowledges and agrees that all personal property, including, without limitation, all books, manuals, records, reports, notes, contracts, lists, blueprints, and other documents, or materials, or copies thereof, Confidential Information, and equipment furnished to or prepared by Consultant in the course of or incident to his/her Services, including, without limitation, records and any other materials pertaining to Inventions, belong to DHI and shall be promptly returned to DHI upon termination of Services. Following termination, the Consultant will not retain any written or other tangible or electronic material containing any Confidential Information or information pertaining to any Invention.

(c) Notwithstanding the foregoing or anything herein to the contrary, DHI hereby notifies Consultant, in accordance with the Defend Trade Secrets Act of 2016, that Consultant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (1) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. DHI further notifies Consultant that if Consultant files a lawsuit for retaliation by DHI for reporting a suspected violation of law, Consultant may disclose DHI’s trade secrets to its attorney and use the trade secret information in the court proceeding if Consultant: (1) files any document containing the trade secret under seal; and (2) does not disclose the trade secret, except pursuant to court order. Further, notwithstanding anything in this Agreement to the contrary, nothing contained herein prohibits Consultant from reporting, without the prior authorization of DHI and without notifying DHI, possible violations of federal law or regulation to the United States Securities and Exchange Commission, the United States Department of Justice, the United States Congress or other governmental agency having apparent supervisory authority over the business of DHI, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation.

Section 7. Limited Agreement Not to Compete.

(a) Consultant reserves the right to work for other businesses during the term of this Agreement, but agrees not to accept or perform work of a nature that conflicts or competes with the area of business in which he/she provides Services to DHI.

(b) During the period of this Agreement and for a period of twelve (12) months after the termination of Consultant’s Services with DHI, Consultant shall not, directly or indirectly, solicit for employment or employ any person who was employed by DHI during Consultant’s Services with DHI.

Section 8. Injunctive Relief. Consultant agrees that the remedy at law for any breach of the provisions of Section 5, Section 6 or Section 7 of this Agreement shall be inadequate and DHI shall be entitled to injunctive relief in addition to any other remedy at law which DHI may have.

Section 9. Severability. In the event any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, the other provisions of this Agreement shall remain in full force and effect.

Section 10. Survival. All terms and conditions of this Agreement which should by their nature survive the termination of Consultant’s Services (including Sections 5, 6, 7 and 8) shall so survive.

Section 11. Representations and Warranties. Consultant represents and warrants that: Consultant is not under any obligations to any third party which could interfere with the Consultant’s performance under this Agreement; and Consultant’s performance of his/her obligations to DHI during the term of his/her service with DHI will not breach any agreement by which Consultant is bound not to disclose any proprietary information including, without limitation, that of former employers.

Section 12. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of both Consultant and DHI and their respective successors, heirs, and legal representatives, but neither this Agreement nor any rights hereunder may be assigned by Consultant without prior written consent of DHI.

Section 13. Governing Law. The validity, interpretation, enforceability, and performance of this Agreement shall be governed by and construed in accordance with the law of the State of New York, exclusive of its choice-of-law rules.

Section 14. Dispute Resolution. Except for disputes relating to or arising out of Sections 5, 6, 7 and/or 8 of this Agreement, any dispute relating to or arising out of Consultant’s relationship with DHI, which cannot be resolved by negotiation, shall be settled by binding arbitration in accordance with the AAA Commercial Arbitration Rules and Procedures, as amended by this Agreement. The costs of arbitration, including the fees and expenses of the arbitrator, shall be shared equally by the parties. Each party shall bear the cost of preparing and presenting its case. The arbitration shall take place in the Borough of Manhattan, in the City of New York, in the State of New York. The arbitration shall be conducted in strict confidence. In no event shall the arbitrator have the authority to make any award that provides for punitive or exemplary damages or attorneys’ fees. The arbitrator’s decision shall be based upon the substantive law of the State of New York or applicable federal law. The arbitrator’s decision shall follow the plain meaning of the relevant documents, and shall be final and binding. The award may be confirmed and enforced in any court of competent jurisdiction. The parties hereby agree that any federal or state court sitting in New York City in the State of New York is a court of competent jurisdiction. This paragraph does not limit in any way DHI’s right to seek monetary damages and injunctive relief in any state or federal court sitting in the Borough of Manhattan in the City of New York City in the State of New York (jurisdictional, venue and inconvenient forum objections to which are hereby waived by both parties), including recovery of fees and costs, in the event that a dispute relates to or arises under Sections 5, 6, 7 and/or 8 of this Agreement.

Section 14. Modification. DHI reserves the right to modify the terms of this Agreement on a quarterly basis, subject to notice and acknowledgement by the Consultant of such modifications. Notice of any such modifications shall be presented to the Consultant for acknowledgement and shall be attached as Exhibit B.

Section 15. General. This is not an employment contract. Except as DHI has otherwise expressly agreed in writing, DHI may terminate Consultant’s Services at any time with or without cause. This Agreement supersedes and replaces any existing agreement entered into by Consultant and DHI relating generally to the same subject matter, and may be modified only in a writing signed by DHI.

Failure to enforce any provision of the Agreement shall not constitute a waiver of any term herein. This Agreement contains the entire agreement between the parties with respect to the subject matter herein.

CENTENNIAL, Colorado, November 12, 2024 - DHI Group, Inc. (NYSE: DHX) (“DHI” or the “Company”) today announced financial results for the third quarter ended September 30, 2024.

Third Quarter 2024 Financial Highlights(1)

▪Total revenue was $35.3 million, down 6% year over year.

•ClearanceJobs revenue was $13.4 million, up 6% year over year.

•Dice revenue was $21.9 million, down 12% year over year.

▪Total bookings were $28.9 million, down 7% year over year.

•ClearanceJobs bookings were $12.6 million, up 4% year over year.

•Dice bookings were $16.3 million, down 15% year over year.

▪Net loss was $0.2 million, or $0.00 per diluted share, a net income margin of negative 1%, compared to net income of $1.0 million, or $0.02 per diluted share, a net income margin of 3%, in the year-ago quarter.

▪Non-GAAP earnings per share was $0.05 per diluted share, compared to the prior year quarter at $0.06 per diluted share.

▪Adjusted EBITDA was $8.6 million, down 8% year over year, and Adjusted EBITDA Margin was 24%, compared to 25% in the year-ago quarter.

▪Cash flow from operations was $5.5 million, down 2% from $5.6 million in the year-ago quarter.

▪Cash was $2.1 million at quarter end compared to $3.7 million in the year ago quarter and total debt was $32.0 million at quarter end, down $8.0 million from the year-ago quarter.

(1) See definition of bookings and see "Notes Regarding the Use of Non-GAAP Financial Measures" related to Adjusted EBITDA, Adjusted EBITDA Margin, and Non-GAAP Earnings Per Share, including the revised title and definition of Non-GAAP Earnings Per Share, later in this press release.

"In the third quarter we continued to see a steady rise in new tech job postings, with the third quarter's total of over 600,000 reported by CompTIA showing year over year growth for the first time in over a year. In September, there were 225,000 new tech job postings, marking a 22% increase from the previous year, and the recently released October data shows the addition of 223,000 new tech jobs, representing a 34% year-over-year increase. This significant year over year growth is encouraging and, I believe, reflects that a broader recovery is starting to take place across our industry. AI initiatives are increasingly driving demand for tech professionals. As businesses ramp up their investment in AI technology initiatives, we believe our 8.8 million technologist profiles and our proprietary tech skills mapping and search algorithms, will be essential tools for employers looking to find the ideal candidates for their open tech job postings." "While we expect our bookings to return to growth next year, we expect our fourth quarter bookings to be down 8% to 10% year over year, and we expect our revenue for the fourth quarter to be down 7% to 8% year over year.

From a profitability perspective, we continue to target an Adjusted EBITDA margin of 24% for the full year."

Today, DHI announced that Raime Leeby will step down as Chief Financial Officer effective November 15, 2024, to pursue an opportunity outside DHI. Greg Schippers will assume the role of Interim Chief Financial Officer ("Interim CFO") at that time.

"Raime will be leaving at the end of the week to pursue an exciting opportunity with a former employer," said Art Zeile, CEO of DHI Group. “We are grateful for her outstanding contributions as CFO, during which she strengthened our finance team's processes, accountability, and culture. Greg Schippers, our current Vice President of Finance and Controller, with over 10 years of experience at DHI Group, will step in as Interim CFO, bringing strong expertise in financial planning, fiscal oversight, and strategic decision-making. We are confident in his ability to lead our finance team forward. We will miss Raime and wish her all the best in this new chapter."

Art Zeile, President and Chief Executive Officer, and Raime Leeby, Chief Financial Officer, will host a conference call today, November 12, 2024, at 5:00 p.m. Eastern Time to discuss the Company’s financial results and recent developments.

The call can be accessed by dialing 844-890-1790 (in the U.S.) or 412-380-7407 (outside the U.S.). Please ask to be placed into the DHI Group, Inc. call. A live webcast of the call will simultaneously be available through the Investor Relations section of the Company’s website, https://www.dhigroupinc.com, and available for replay after the call ends. 

DHI Group, Inc (NYSE: DHX) is a provider of AI-powered career marketplaces that focus on technology roles. DHI’s two brands, Dice and ClearanceJobs, enable recruiters and hiring managers to efficiently search for and connect with highly skilled technology professionals based on the skills requested. The Company’s patented algorithm manages over 100,000 unique technology skills. Additionally, our marketplaces allow tech professionals to find their ideal next career opportunity, with relevant advice and personalized insights. Learn more at www.dhigroupinc.com.

This press release and oral statements made from time to time by our representatives contain 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. 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, without limitation, information concerning our possible or assumed future financial condition, liquidity and results of operations, including expectations (financial or otherwise), our strategy, plans, objectives, and intentions, growth potential, and statements regarding our 2024 financial outlook.

These statements often include words such as “may,” “will,” “should,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” "target" 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, competition from existing and future competitors in the highly competitive markets in which we operate, failure to adapt our business model to keep pace with rapid changes in the recruiting and career services business, failure to maintain and develop our reputation and brand recognition, failure to increase or maintain the number of customers who purchase recruitment packages, cyclicality or downturns in the economy or industries we serve, uncertainty in respect to the regulation of data protection and data privacy, failure to attract qualified professionals to our websites or grow the number of qualified professionals who use our websites, failure to successfully identify or integrate acquisitions, U.S. and foreign government regulation of the Internet and taxation, our ability to borrow funds under our revolving credit facility or refinance our indebtedness and restrictions on our current and future operations under such indebtedness. These factors and others are discussed in more detail in the Company’s filings with the Securities and Exchange Commission, all of which are available on the Investors page of our website at www.dhigroupinc.com, including the Company’s most recently filed reports on Form 10-K and Form 10-Q and subsequent filings under the headings “Risk Factors,” “Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You should keep in mind that any forward-looking statement made by the Company or its representatives herein, or elsewhere, speaks only as of the date on which it is made. New risks and uncertainties come up from time to time, and it is impossible to predict these events or how they may affect us. We have no obligation to update any forward-looking statements after the date hereof, except as required by applicable federal securities laws.

Todd Kehrli or Jim Byers The Company has provided certain non-GAAP financial information as additional information for its operating results.

MKR Investor Relations, Inc.

212-448-4181

ir@dhigroupinc.com

Rachel Ceccarelli

VP of Engagement

212-448-8288

media@dhigroupinc.com

These measures are not in accordance with, or alternatives to, measures in accordance with generally accepted accounting principles in the United States (“GAAP”) and may be different from similarly titled non-GAAP measures reported by other companies. The Company believes that its presentation of non-GAAP measures, such as Adjusted EBITDA, Adjusted EBITDA Margin, and non-GAAP Earnings Per Share provides useful information to management and investors regarding certain financial and business trends relating to the Company's financial condition and results of operations. In addition, the Company’s management uses these measures for reviewing the financial results of the Company and for budgeting and planning purposes. Non-GAAP results exclude the impact of items that management believes affect the comparability or underlying business trends in our condensed consolidated financial statements in the periods presented. The non-GAAP measures apply to consolidated results or other measures as shown within this document. The Company has provided required reconciliations to the most comparable GAAP measures elsewhere in the document.

Non-GAAP Earnings Per Share is a non-GAAP performance measure that management believes is useful to investors and management in understanding our ongoing operations and in the analysis of operating trends. Non-GAAP Earnings Per Share is computed as diluted earnings per share plus or minus the impacts of certain non-cash and other items, including non-cash stock-based compensation, impairments, costs related to reorganizing the Company, including severance and related costs, gains or losses on investments, restructuring charges, and discrete tax items.

Non-GAAP Earnings Per Share is not a measurement of our financial performance under GAAP and should not be considered as an alternative to diluted earnings per share, net income, or any other performance measures derived in accordance with GAAP as a measure of our profitability.

The Company revised its definition of non-GAAP Earnings Per Share beginning with the first quarter of 2024 to exclude the impact of non-cash stock-based compensation in an effort to provide a more transparent and comparable view of its financial performance. Accordingly, all prior periods presented have been recast to reflect the current definition.

Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP measures used by management to measure operating performance. Management uses Adjusted EBITDA and Adjusted EBITDA Margin as performance measures for internal monitoring and planning, including preparation of annual budgets, analyzing investment decisions and evaluating profitability and performance comparisons between us and our competitors. The Company also uses these measures to calculate amounts of performance-based compensation under the senior management incentive bonus program. Adjusted EBITDA represents net income plus (to the extent deducted in calculating such net income) interest expense, income tax expense, depreciation and amortization, and items such as non-cash stock-based compensation, certain write-offs in connection with indebtedness, impairment charges with respect to long-lived assets, expenses incurred in connection with an equity offering or any other offering of securities by the Company, extraordinary or non-recurring non-cash expenses or losses, losses from equity method investments, transaction costs in connection with the credit agreement, deferred revenue written off in connection with acquisition purchase accounting adjustments, write-off of non-cash stock-based compensation expense, severance and retention costs related to dispositions and reorganizations of the Company, impairment of investment, restructuring charges and losses related to legal claims and fees that are unusual in nature or infrequent, minus (to the extent included in calculating such net income) non-cash income or gains, including income from equity method investments, interest income, business interruption insurance proceeds, and gains related to legal claims that are unusual in nature or infrequent.

Adjusted EBITDA Margin is computed as Adjusted EBITDA divided by revenue.

We also consider Adjusted EBITDA and Adjusted EBITDA Margin, as defined above, to be important indicators to investors because they provide information related to our ability to provide cash flows to meet future debt service, capital expenditures, working capital requirements, and to fund future growth. We present Adjusted EBITDA and Adjusted EBITDA Margin as supplemental performance measures because we believe that these measures provide our board of directors, management and investors with additional information to measure our performance, provide comparisons from period to period by excluding potential differences caused by variations in capital structures (affecting interest expense) and tax positions (such as the impact on periods or companies of changes in effective tax rates or net operating losses), and to estimate our value.

We understand that although Adjusted EBITDA and Adjusted EBITDA Margin are frequently used by securities analysts, lenders and others in their evaluation of companies, Adjusted EBITDA and Adjusted EBITDA Margin have limitations as analytical tools, and you should not consider them in isolation, or as a substitute for analysis of our liquidity or results as reported under GAAP. Some limitations are:

•Adjusted EBITDA and Adjusted EBITDA Margin do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;

•Adjusted EBITDA and Adjusted EBITDA Margin do not reflect changes in, or cash requirements for, our working capital needs;

•Adjusted EBITDA and Adjusted EBITDA Margin do not reflect interest expense, or the cash requirements necessary to service interest or principal payments on our debt;

•Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future, and Adjusted EBITDA and Adjusted EBITDA Margin do not reflect any cash requirements for such replacements; and

•Other companies in our industry may calculate Adjusted EBITDA and Adjusted EBITDA Margin differently than we do, limiting their usefulness as comparative measures.

To compensate for these limitations, management evaluates our liquidity by considering the economic effect of excluded expense items independently, as well as in connection with its analysis of cash flows from operations and through the use of other financial measures, such as capital expenditure budget variances, investment spending levels and return on capital analysis.

Adjusted EBITDA and Adjusted EBITDA Margin are not measurements of our financial performance under GAAP and should not be considered as an alternative to revenue, operating income, net income, net income margin, cash provided by operating activities, or any other performance measures derived in accordance with GAAP as a measure of our profitability or liquidity.

On the pages that follow, we have provided certain supplemental information that we believe will assist the reader in assessing our business operations and performance, including certain non-GAAP financial information and required reconciliations to the most directly comparable GAAP measure. A statement of operations and statement of cash flows for the three and nine month periods ended September 30, 2024 and 2023 and balance sheets as of September 30, 2024 and December 31, 2023 are provided elsewhere in this press release.

A reconciliation of Adjusted EBITDA Margin for the three and nine months ended September 30, 2024 and 2023 follows (in thousands):

Earlier in this press release, the Company provided guidance for Adjusted EBITDA margin, which is a non-GAAP financial measure. We are unable to reconcile expected Adjusted EBITDA margin to its nearest GAAP measure without unreasonable efforts because we are unable to predict with a reasonable degree of certainty the actual impact of items such as non-cash stock-based compensation, impairments, income tax expense, gains or losses from equity method investments, severance and retention costs, restructuring charges and legal claims and fees. By their very nature, these items are difficult to anticipate with precision because they are generally associated with unexpected and unplanned events that impact our company and its financial results. Therefore, we are unable to provide a reconciliation of this non-GAAP financial measure without unreasonable efforts.