DHI Group board OKs $5M buyback effective Nov 2025

Rhea-AI Filing Summary

DHI Group, Inc. authorized a stock repurchase program allowing the company to buy back up to $5 million of its common stock. The program becomes effective November 13, 2025 and runs through November 12, 2026.

Repurchases, if any, may be executed at management’s discretion in compliance with federal securities laws, including through Rule 10b5-1 trading plans, and will be funded from the company’s available liquidity. The authorization does not obligate the company to repurchase any specific amount and may be modified, suspended, or discontinued at any time. Updates on any repurchases will appear in periodic 10-Q and 10-K filings.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) November 6, 2025

DHI Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-33584

20-3179218

(Commission File Number)

(IRS Employer Identification No.)

6465 South Greenwood Plaza, Suite 400, Centennial Colorado

80111

(Address of Principal Executive Offices)

(Zip Code)

(515) 978-3737

(Registrant's Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.01 per share			DHX			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

ITEM 8.01.    OTHER EVENTS.

    On November 6, 2025, DHI Group, Inc. (the “Company”) announced that its Board of Directors has authorized a stock repurchase program (the "Repurchase Program") pursuant to which the Company may repurchase up to $5 million of its common stock, par value $0.01 per share (the "Common Stock"). The Repurchase Program will be effective November 13, 2025 and is approved to run through November 12, 2026. Under the Repurchase Program, management has discretion in determining the conditions under which shares may be purchased from time to time, in accordance with applicable federal securities laws, including through the use of Rule 10b5-1 trading plans.

Repurchases under the Repurchase Program, if any, will be funded using the Company's available liquidity. The Company cannot predict when or if it will repurchase any shares of Common Stock as such stock repurchases will depend on a number of factors, including constraints specified in any Rule 10b5-1 trading plans, price, general business and market conditions, and alternative investment opportunities. The Repurchase Program does not obligate the Company to acquire any particular amount of Common Stock. The Repurchase Program may be modified, suspended, or discontinued at any time at the Company’s discretion. Information regarding share repurchases will be available in the Company’s periodic reports on Forms 10-Q and 10-K filed with the Securities and Exchange Commission as required by the applicable rules of the Exchange Act.

A press release announcing the Repurchase Program was issued and is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS.

(a)Exhibits.

EXHIBIT NO.						DESCRIPTION
99.1						Press Release, dated November 6, 2025
104						Cover Page Interactive Data File (embedded within the inline XBRL)

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.

DHI GROUP, INC.

Date:

November 6, 2025

By: /S/ Art Zeile

Name: Art Zeile

Title: Chief Executive Officer

EXHIBIT INDEX
99.1			Press Release, dated November 6, 2025
104			Cover Page Interactive Data File (embedded within the inline XBRL)

FAQ

What did DHI Group (DHX) announce in its 8-K?

The board authorized a stock repurchase program of up to $5 million of common stock.

When does the DHX repurchase program begin and end?

It is effective November 13, 2025 and approved to run through November 12, 2026.

How will DHI Group fund the buybacks?

Repurchases will be funded using the company’s available liquidity.

Is DHI Group required to repurchase a set amount of shares?

No. The program does not obligate the company to acquire any particular amount.

Can DHI Group use trading plans for repurchases?

Yes. Repurchases may be made using Rule 10b5-1 trading plans.

Where will DHX disclose repurchase activity?

Information will be provided in periodic Form 10-Q and Form 10-K filings.

Can the repurchase program be changed or halted?

Yes. It may be modified, suspended, or discontinued at the company’s discretion.