DHI Group, Inc. Announces Entry into New Credit Agreement and Termination of Previous Facility

Key Developments from the April 2026 SEC Filing

• Entry into a Material Definitive Agreement: DHI Group, Inc. (“the Company”) has executed a new Credit Agreement, effective April 1, 2026, with Bank of America, N.A. as Administrative Agent, along with TD Bank, N.A., Citizens Bank, N.A., and other lenders.
• Termination of a Material Definitive Agreement: The Company has terminated its previous credit facility, replacing it with the new agreement.
• Creation of Direct Financial Obligation: The new Credit Agreement establishes new financial obligations for the Company and its subsidiaries.
• Exhibits Provided: The full Credit Agreement is filed as Exhibit 10.1, and includes all relevant schedules and exhibits.

Details of the New Credit Agreement

Deal Structure: The Credit Agreement involves DHI Group, Inc., Dice Inc., and Dice Career Solutions, Inc. as borrowers, with certain subsidiaries acting as guarantors. Bank of America, N.A. serves as Administrative Agent, Swingline Lender, and L/C Issuer, with TD Bank and Citizens Bank as Co-Documentation Agents.

Facility Terms: The agreement includes provisions for revolving loans, swingline loans, and letters of credit. The published deal CUSIP numbers are 23291LAE3 (deal) and 23291LAF0 (revolver).

Interest Rate: The Applicable Rate is determined by the Company’s Consolidated Leverage Ratio and can be adjusted following the delivery of a quarterly Compliance Certificate. The interest rates are structured with multiple levels, incentivizing the company to maintain lower leverage ratios for more favorable terms.

Fees: For each letter of credit issued, the Company pays (a) a fee equal to the applicable margin times the daily amount available to be drawn, and (b) a fronting fee to the issuing bank.

Covenants: The Credit Agreement imposes various financial and operational covenants, including:

• Maximum consolidated leverage ratio
• Minimum consolidated fixed charge coverage ratio
• Restrictions on investments, indebtedness, fundamental changes, sale and leaseback transactions, and outbound investment rules
• Requirements regarding financial reporting, insurance, taxes, ERISA compliance, and anti-corruption laws
• Negative covenants restricting certain transactions and changes in business nature

Events of Default: The Credit Agreement provides for acceleration of obligations upon events such as non-payment, breach of covenants, insolvency, or change of control.

Relationship with Lenders: Some lenders and their affiliates have previously provided, and may continue to provide, commercial banking, financial advisory, and investment banking services to DHI Group, Inc.

Potential Shareholder Impact and Price Sensitivity

• Financial Obligations: The new Credit Agreement introduces updated financial obligations and covenants, which may affect the Company’s liquidity, leverage, and future flexibility. Investors should monitor compliance with leverage and coverage ratios, as breaches could trigger defaults and accelerate repayment.
• Termination of Previous Facility: The replacement of the prior facility may indicate improved terms or strategic changes, potentially affecting the Company’s cost of capital. Shareholders should evaluate whether the new terms are more or less favorable.
• Interest Rate Adjustments: The interest rate is linked to leverage ratios. If the Company’s leverage increases, borrowing costs could rise, pressuring earnings and share value.
• Restrictive Covenants: The agreement includes significant restrictions on certain corporate actions (investments, acquisitions, debt incurrence), potentially impacting the Company’s growth strategy and shareholder returns.
• Events of Default and Change of Control: Triggers for default and acceleration could have material effects on share value if breached.
• Disclosure of Financial Statements: The agreement references the audited consolidated financials for FY2025, which will be available to lenders and could provide insight into the Company’s performance and compliance with terms.
• Regulatory and Legal Compliance: The agreement contains requirements related to anti-corruption, ERISA, and other laws, which may expose the Company to additional risks and compliance costs.

Conclusion

The execution of this new Credit Agreement and termination of the previous facility is a significant financial event for DHI Group, Inc. The updated terms, covenants, and obligations will directly affect the Company’s financial position, operational flexibility, and risk profile. Investors should closely monitor ongoing compliance with financial covenants and any changes in leverage or liquidity, as these could impact share value and trigger price-sensitive events.

For further details, shareholders are encouraged to review the full text of the Credit Agreement, including schedules and exhibits, as filed with the SEC.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult with a financial advisor before making investment decisions based on this information.

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