DHI Group, Inc.

ITEM 5.02 Departure of Directors or Certain Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 15, 2026, DHI Group, Inc. (the "Company") held its 2026 annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, the Company’s stockholders approved (i) the Second Amendment to the DHI Group, Inc. 2022 Omnibus Equity Award Plan as Amended and Restated (as amended, the “2022 Plan”) to increase the number of shares of the Company’s common stock reserved for issuance thereunder by 2,800,000 shares, and (ii) the First Amendment to the DHI Group, Inc. 2020 Employee Stock Purchase Plan (as amended, the “ESPP”) to increase the number of shares of the Company’s common stock reserved for issuance thereunder by 500,000 shares. The foregoing descriptions of the 2022 Plan and the ESPP are qualified in their entirety by reference to the full text of the 2022 Plan and the ESPP, each as amended, filed as Exhibit 10.1 and Exhibit 10.2 hereto, respectively.

ITEM 5.07. Submission of Matters to Vote of Security Holders. The Company held the Annual Meeting on May 15, 2026 as a virtual meeting online via live webcast. As of the record date of March 20, 2026, 43,898,515 shares of the Company's common stock were outstanding and entitled to vote at the Annual Meeting. The Company's stockholders voted on, and approved, the following proposals at the Annual Meeting: Proposal 1: Election of two Class I directors, each for a term of three-years, or until his or her successor is duly elected and qualified. The results of the voting were as follows. Nominees For Against Abstain Broker Non-Votes ───────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Art Zeile 30,620,742 1,417,673 9,614 5,808,730 Elizabeth Salomon 30,611,576 1,189,356 247,098 5,808,730 Proposal 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. The results of the voting were as follows: For Against Abstain Broker Non-Votes ─────────────────────────────────────────────────────────────────────────────────────────────────────────── 37,467,481 2,632 343,961 42,685 Proposal 3: Advisory vote to approve the compensation of the Company's named executive officers. The results of the voting were as follows: For Against Abstain Broker Non-Votes ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 26,222,150 3,301,930 2,481,264 5,851,415 Proposal 4: Approval of the Second Amendment to the DHI Group, Inc. 2022 Omnibus Equity Award Plan as Amended and Restated. The results of the voting were as follows: For Against Abstain Broker Non-Votes ────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 28,502,404 3,196,573 306,367 5,851,415 Proposal 5: Approval of the First Amendment to the DHI Group, Inc. 2020 Employee Stock Purchase Plan. The results of the voting were as follows: For Against Abstain Broker Non-Votes ──────────────────────────────────────────────────────────────────────────────────────────────────────────────── 31,154,634 589,233 261,477 5,851,415