Other Information
−Removed: On August 22, 2024 , Evan Lesser , one of our officer s, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 55,000 shares of our common stock from November 29, 2024 until December 31, 2025 .
+Added: During the three month period ended March 31, 2025, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulations S-K .
3.1 Amended and Restated Certificate of Incorporation (incorporated by reference from Exhibit 3.1 to the Company's Current Report on Form 8-K (File No.
4 unchanged sentences
001-33584) filed on April 21, 2015).
+Added: 3.4 C erti ficate of Designation of Rights, Preferences and Privileges of Series 1 Participating Preferred Stock ( incorporated by referen ce to Exhibit 3.1 of the Company's Current Report on Form 8-K filed on January 8, 2025).
4.1 Specimen Stock Certificate (incorporated by reference from Exhibit 4.1 to Amendment No.
1 unchanged sentence
333-141876) filed on June 22, 2007).
+Added: 4.2 Section 382 Rights Agreement dated as of January 28, 2025 by and between DHI Group, Inc.
+Added: and Computershare Trust Company, N.A.
+Added: as rights agent (incorporating by reference to Exhibit 4.1 of the Company's Current Report on From 8-K filed on January 28, 2025.
31.1* Certifications of Art Zeile, Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
−Removed: 31.2* Certifications of Raime Leeby-Muhle, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: 31.2* Certifications of Greg Schippers, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1** Certifications of Art Zeile, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: 32.2** Certifications of Raime Leeby-Muhle, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: 32.2** Certifications of Greg Schippers, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
9 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
−Removed: November 12, 2024 DHI Group, Inc.
+Added: May 12, 2025 DHI Group, Inc.
/S/ Art Zeile
1 unchanged sentence
(Principal Executive Officer)
−Removed: /S/ Raime Leeby Muhle
−Removed: Raime Leeby Muhle, Chief Financial Officer
+Added: /S/ Greg Schippers
+Added: Greg Schippers, Chief Financial Officer
(Principal Financial Officer)
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.