Item 4.01 Changes in Registrant's Certifying Accountant
Dismissal of Independent Registered Public Accounting Firm
On February 24, 2026 the Audit Committee of the Board of Directors of DHI Group, Inc. (the "Company") approved the dismissal of Deloitte & Touche LLP ("Deloitte") as the Company's independent registered public accounting firm, effective as of February 24, 2026. The Company undertook a competitive process to engage a new independent registered public accounting firm and has selected RSM US LLP ("RSM") as outlined below.
The audit reports of Deloitte on the Company's consolidated financial statements as of and for each of the fiscal years ended December 31, 2025 and 2024 did not contain an adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope, or accounting principles as defined.
In connection with the audits of the Company's consolidated financial statements for each of the fiscal years ended December 31, 2025 and 2024, and subsequent interim period through the date of this Current Report on Form 8-K, there were no (1) 'disagreements' (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and related instructions) with Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to Deloitte's satisfaction, would have caused Deloitte to make reference to the subject matter of the disagreement in connection with Deloitte's opinion to the subject matter of the disagreement; or (2) 'reportable events' (as defined in Item 304(a)(1)(v) of Regulation S-K).
The Company provided Deloitte with a copy of the disclosures set forth in this Item 4.01 prior to the filing of this Current Report on Form 8-K and requested that Deloitte furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees with the statements made herein and, if not, stating the respects in which it does not agree. A copy of Deloitte’s letter, dated February 26, 2026, is attached as Exhibit 16.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Engagement of New Independent Registered Public Accounting Firm
On February 24, 2026, the Company's Audit Committee appointed RSM as the Company's new independent registered public accounting firm, effective immediately, subject to completion of RSM's standard client acceptance procedures and execution of an engagement letter.
During the Company's fiscal years ended December 31, 2025 and 2024, and the subsequent interim period through the date of this Current Report on Form 8-K, neither the Company nor anyone acting on its behalf consulted with RSM with respect to either: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and no written report was provided to the Company or oral advice was provided that RSM concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a 'disagreement' (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) or a 'reportable event' (as described in Item 304(a)(1)(v) of Regulation S-K).
Deloitte & Touche LLP