22NW Group Reports Material 6.8% Holding in DHI Group Stock

Rhea-AI Filing Summary

22NW Fund and affiliated reporting persons disclosed direct ownership of 3,299,937 shares of DHI Group, Inc. common stock, representing approximately 6.8% of the class based on 48,751,219 shares outstanding. The shares are owned directly by 22NW Fund; 22NW, 22NW GP, 22NW Inc. and Aron R. English may be deemed to beneficially own those shares by virtue of their managerial and partnership roles, although each disclaims ownership of shares it does not directly own.

The filing reports sole voting and sole dispositive power over the disclosed shares and includes a certification that the securities were not acquired to change or influence control of the issuer. The report identifies the reporting entities, their Delaware organization, and a Seattle principal office, clarifying ownership and control relationships for market participants.

Positive

• Material disclosure of ownership: Reporting Persons disclosed ownership of 3,299,937 shares (~6.8%) of DHX.
• Clear control reporting: The filing reports sole voting and sole dispositive power over the disclosed shares.
• Organizational transparency: Identifies the ownership chain and named portfolio manager Aron R. English, reducing ambiguity about who controls the position.

Negative

• None.

Insights

Financial Analyst

TL;DR: 22NW and affiliates disclosed a material 6.8% stake (3.30M shares) in DHX; it's a notable ownership change for investors to monitor.

The disclosed 3,299,937-share position meets the regulatory threshold for public reporting and is large enough to be material to shareholder composition. The filing clarifies that the economic interest is held directly by 22NW Fund while related entities and Aron English may be deemed beneficial owners through governance roles. No purchase intent to change control is claimed, so immediate corporate-control implications appear limited, though the holding may influence voting outcomes on significant matters.

Corporate Governance Expert

TL;DR: Single investor group holds 6.8% with sole voting and dispositive power; disclosure clarifies governance links without claiming control.

The Schedule 13G details the chain of relationships among the fund, its manager, general partners and the portfolio manager, making clear who exercises voting and dispositive authority. The Item 10 certification affirms the position was not acquired to effect control, which reduces immediate activist-signaling concerns. Shareholders and boards should note the concentration and the potential for the holder to participate in votes, nominations or engagement, though no activist intentions are declared in this filing.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

DHI GROUP, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

23331S100

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 23331S100

1

Names of Reporting Persons

22NW Fund, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 3,299,937.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 3,299,937.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,299,937.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.8 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 23331S100

1

Names of Reporting Persons

22NW, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 3,299,937.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 3,299,937.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,299,937.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.8 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 23331S100

1

Names of Reporting Persons

22NW Fund GP, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 3,299,937.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 3,299,937.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,299,937.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.8 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 23331S100

1

Names of Reporting Persons

22NW GP, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 3,299,937.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 3,299,937.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,299,937.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.8 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. 23331S100

1

Names of Reporting Persons

English Aron R.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 3,299,937.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 3,299,937.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,299,937.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.8 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: DHI GROUP, INC.
(b)	Address of issuer's principal executive offices: 6465 SOUTH GREENWOOD PLAZA, SUITE 400, CENTENNIAL, COLORADO 80111
Item 2.
(a)	Name of person filing: This statement is filed by 22NW Fund, LP, a Delaware limited partnership ("22NW Fund"), 22NW, LP, a Delaware limited partnership ("22NW"), 22NW Fund GP, LLC, a Delaware limited liability company ("22NW GP"), 22NW GP, Inc., a Delaware S Corporation ("22NW Inc."), and Aron R. English. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." 22NW serves as the investment manager of 22NW Fund. 22NW GP serves as the general partner of 22NW Fund. 22NW Inc. serves as the general partner of 22NW. Mr. English is the Portfolio Manager of 22NW, Manager of 22NW GP and President and sole shareholder of 22NW Inc. By virtue of these relationships, 22NW, 22NW GP, 22NW Inc. and Mr. English may be deemed to beneficially own the shares of Common Stock, par value $0.01 per share (the "Shares"), owned directly by 22NW Fund.
(b)	Address or principal business office or, if none, residence: The address of the principal office of each of the Reporting Persons is 590 1stAve. S, Unit C1, Seattle, Washington 98104.
(c)	Citizenship: 22NW Fund, 22NW, 22NW GP and 22NW Inc. are organized under the laws of the State of Delaware. Mr. English is a citizen of the United States of America.
(d)	Title of class of securities: Common Stock, par value $0.01 per share
(e)	CUSIP No.: 23331S100
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: As of the close of business on June 30, 2025: (i) 22NW Fund directly owned 3,299,937 Shares. (ii) Each of 22NW, as the investment manager of 22NW Fund, 22NW GP, as the general partner of 22NW Fund, 22NW Inc., as the general partner of 22NW, and Mr. English, as the Portfolio Manager of 22NW, Manager of 22NW GP and President and sole shareholder of 22NW Inc., may be deemed to beneficially own the 3,299,937 Shares owned directly by 22NW Fund. The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person.
(b)	Percent of class: The following percentages are based on 48,751,219 Shares outstanding as of May 9, 2025, which is the total number of Shares outstanding as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2025. As of the close of business on June 30, 2025, each of 22NW Fund, 22NW, 22NW GP, 22NW Inc. and Mr. English may be deemed to beneficially own approximately 6.8% of the outstanding Shares.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Cover Pages Items 5-9.
	(ii) Shared power to vote or to direct the vote: See Cover Pages Items 5-9.
	(iii) Sole power to dispose or to direct the disposition of: See Cover Pages Items 5-9.
	(iv) Shared power to dispose or to direct the disposition of: See Cover Pages Items 5-9.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. See Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on August 30, 2024.
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

22NW Fund, LP

Signature:	/s/ Aron R. English
Name/Title:	Aron R. English, Manager of 22NW Fund GP, LLC, its General Partner
Date:	08/13/2025

22NW, LP

Signature:	/s/ Aron R. English
Name/Title:	Aron R. English, President and Sole Shareholder of 22NW GP, Inc., its General Partner
Date:	08/13/2025

22NW Fund GP, LLC

Signature:	/s/ Aron R. English
Name/Title:	Aron R. English, Manager
Date:	08/13/2025

22NW GP, Inc.

Signature:	/s/ Aron R. English
Name/Title:	Aron R. English, President and Sole Shareholder
Date:	08/13/2025

English Aron R.

Signature:	/s/ Aron R. English
Name/Title:	Aron R. English
Date:	08/13/2025

FAQ

How many DHI Group (DHX) shares does 22NW report owning?

3,299,937 shares, representing approximately 6.8% of the outstanding common stock as reported in the filing.

Does 22NW have voting control over the disclosed DHX shares?

Yes. The Reporting Persons state they have sole voting and sole dispositive power over the 3,299,937 shares.

Is the 22NW stake intended to change control of DHI Group (DHX)?

No. The Item 10 certification states the securities were not acquired to change or influence control of the issuer.

On what outstanding share count is the 6.8% calculated?

48,751,219 shares outstanding, as reported by the issuer and used by the filers to calculate the ~6.8% figure.

Who are the Reporting Persons and where are they organized?

The Reporting Persons are 22NW Fund, LP; 22NW, LP; 22NW Fund GP, LLC; 22NW GP, Inc.; and Aron R. English. The entities are organized in Delaware and list a principal office in Seattle, WA.