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.

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