DHI Group Files 8-K with Material Agreements and Bylaw Changes

TL;DR

DHI Group just filed an 8-K. Big changes coming with new agreements and bylaw updates.

AI Summary

On January 28, 2025, DHI Group, Inc. filed an 8-K report detailing several events. These include the entry into a material definitive agreement, material modifications to the rights of security holders, and amendments to its articles of incorporation or bylaws. The filing also covers other events and financial statements/exhibits.

Why It Matters

This filing indicates significant corporate actions by DHI Group, Inc., which could impact its operational structure, governance, and shareholder rights.

Risk Assessment

Risk Level: medium — Material definitive agreements and modifications to security holder rights can introduce new risks or alter existing ones for the company and its investors.

Key Numbers

• 001-33584 — SEC File Number (Identifies DHI Group's filings with the SEC.)
• 20-3179218 — IRS Employer Identification Number (Identifies DHI Group for tax purposes.)

Key Players & Entities

• DHI GROUP, INC. (company) — Registrant
• January 28, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-33584 (commission_file_number) — SEC File Number
• 20-3179218 (irs_number) — IRS Employer Identification Number

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share DHX New York Stock Exchan
• $17.00 — of the Company at an exercise price of $17.00 (the "Exercise Price"), subject to adju
• $1 — ders upon liquidation either to receive $1 per one one-thousandth of a share of Pr
• $0.001 — redeemable at the Company's option for $0.001 per Right (payable in cash, Common Stoc

Filing Documents

• tm254615d1_8k.htm (8-K) — 49KB
• tm254615d1_ex3-1.htm (EX-3.1) — 32KB
• tm254615d1_ex4-1.htm (EX-4.1) — 441KB
• tm254615d1_ex99-1.htm (EX-99.1) — 16KB
• tm254615d1_ex99-1img001.jpg (GRAPHIC) — 4KB
• 0001104659-25-006710.txt ( ) — 829KB
• dhx-20250128.xsd (EX-101.SCH) — 3KB
• dhx-20250128_lab.xml (EX-101.LAB) — 33KB
• dhx-20250128_pre.xml (EX-101.PRE) — 22KB
• tm254615d1_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement On January 28, 2025, the Board of Directors (the "Board") of DHI Group, Inc., a Delaware corporation (the "Company"), authorized and declared a dividend distribution of one right (each, a "Right") for each outstanding share of common stock, par value $0.01 per share (the "Common Stock"), of the Company to stockholders of record as of the close of business on February 7, 2025 (the "Record Date"). Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series 1 Participating Preferred Stock, par value $0.01 per share (the "Preferred Stock"), of the Company at an exercise price of $17.00 (the "Exercise Price"), dated as of January 28, 2025, between the Company and Computershare Trust Company, N.A., as rights agent. The purpose of the Rights Agreement is to facilitate the Company's ability to preserve its capital loss carryforwards and its other Tax Attributes (as such term is defined in the Rights Agreement) in order to be able to offset potential future income taxes for federal income tax purposes. The Company's ability to use its NOLs and other Tax Attributes would be substantially limited if it experiences an "ownership change," as such term is defined in Section 382 of the Internal Revenue Code of 1986, as amended (the "Code"). A company generally experiences an ownership change if the percentage of the value of its stock owned by certain "5-percent shareholders," as such term is defined in Section 382 of the Code, increases by more than 50 percentage points over a rolling three-year period. The Rights Agreement is intended to reduce the likelihood of an ownership change under Section 382 of the Code by deterring any Person (as such term is defined in the Rights Agreement) or group of affiliated or associated Persons from acquiring Be

03

Item 3.03. Material Modification to Rights of Security Holders The information included in Item 1.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information included in Item 1.01 is incorporated herein by reference. In connection with the adoption of the Rights Agreement, on January 28, 2025 the Board approved a Certificate of Designation of Rights, Preferences and Privileges of Series 1 Participating Preferred Stock (the "Certificate of Designations") setting forth the rights, powers and preferences of the Preferred Stock. The Certificate of Designations was filed with the Secretary of State of the State of Delaware on January 28, 2025. A copy of the Certificate of Designations is attached as Exhibit 3.1 and is incorporated herein by reference.

01

Item 8.01 Other Events On January 28, 2025, the Company issued a press release announcing the adoption of the Rights Agreement and the declaration of the dividend of Rights. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits Exhibit Number Description of Exhibits 3.1 Certificate of Designation of Rights, Preferences and Privileges of Series 1 Participating Preferred Stock. 4.1 Section 382 Rights Agreement, dated as of January 28, 2025, by and between DHI Group, Inc. and Computershare Trust Company, N.A., as rights agent. 99.1 Press release issued by DHI Group, Inc. on January 28, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 28, 2025 DHI GROUP, INC. /s/Art Zeile Name: Art Zeile Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR