DHI Group adopts Section 382 Rights Plan to protect ~$109M capital loss carryforwards

DHI GROUP, INC.

Plan triggers at 4.99% beneficial ownership; rights become exercisable at 50% discount.
Carryforwards of ~$109M as of Sep 2024 are at risk if an ownership change occurs under Section 382.
Rights expire Jan 28, 2028 unless ratified at 2025 Annual Meeting; Board may redeem for $0.001 per right.
Existing holders above 4.99% are exempted but cannot acquire more shares without Board approval.
Similar plans adopted by other companies with significant tax assets; no assurance of preventing ownership change.

item 1.01 item 3.03 item 5.03 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

DHI GROUP, INC.: Certificate of Designation of Rights, Preferences and Privileges of Series 1 Participating Preferred Stock filed with Delaware Secretary of State (effective 2025-01-28).

Change: charter amendment
Effective: 2025-01-28

Exact text from the filing

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.

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DHI GROUP, INC. filing history →

Source: SEC EDGAR

accession 0001104659-25-006710

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