00013938838-K2025Q1FALSE00013938832025-01-132025-01-13

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) January 13, 2025

DHI Group, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)
001-3358420-3179218
(Commission File Number)(IRS Employer Identification No.)
6465 South Greenwood Plaza, Suite 400, Centennial, Colorado
80111
(Address of Principal Executive Offices)(Zip Code)

(212) 448-6605
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareDHXNew 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. ☐

Item 2.05 Costs Associated with Exit or Disposal Activities

On January 13, 2025, DHI Group, Inc. (the “Company”) announced an organizational restructuring intended to streamline its operations, drive business objectives, and reduce operating costs. This includes a reduction of the Company’s current workforce by approximately 8% primarily by consolidating team structure and mid-level management within product development. The restructuring is expected to generate annual cost savings of approximately $4.0 million to $6.0 million. The savings will begin to be realized immediately subsequent to the restructuring. As a result of the restructuring, the positions of Chief Revenue Officer and Chief Marketing Officer were eliminated.

The Company estimates that it will incur approximately $2.2 million in cash charges related to employee severance and benefits and expects all of the $2.2 million to be future cash expenditures. All charges are expected to be recognized in the first quarter of 2025 while the related cash payments are expected to be substantially completed by the third quarter of 2025.

The actions associated with the organizational restructuring are expected to be substantially complete by February 2025, subject to local law and consultation requirements.

The estimates of the charges and expenditures that the Company expects to incur, as well as the estimated cost savings and the timing thereof, are subject to a number of assumptions, including local law requirements in various jurisdictions, and actual amounts may differ materially from estimates.

In addition, the Company may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur in connection with the restructuring.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 13, 2025, the Company announced the elimination of the positions of Chief Revenue Officer held by Arie Kanofsky and Chief Marketing Officer held by Amy Heidersbach in accordance with the Company’s intended organizational restructuring. Mr. Kanofsky’s and Ms. Heidersbach’s direct reports, respectively, will be reorganized under appropriate functional positions to drive business objectives.

The Company intends to enter into a General Release with Mr. Kanofsky pursuant to which (i) Mr. Kanofsky will receive severance in the lump sum of $315,000 (less applicable tax withholdings and deductions), be entitled to payment under the Company’s Senior Bonus Plan (subject to its terms and conditions) as well as, pursuant to his employment agreement, accelerated vesting of an aggregate of 47,324 shares of unvested restricted stock and performance-based restricted stock units and (ii) Mr. Kanofsky will receive medical and dental benefits under the Consolidated Omnibus Budget Reconciliation Act ("COBRA") through January 31, 2026, provided, however, that the Company's obligation to provide COBRA benefits to Mr. Kanofsky shall terminate should he become eligible to receive similar benefits prior to January 31, 2026.

The Company intends to enter into a General Release with Ms. Heidersbach pursuant to which (i) Ms. Heidersbach will receive severance in the lump sum of $285,000 (less applicable tax withholdings and deductions), and be entitled to payment under the Company’s Senior Bonus Plan (subject to its terms and conditions) and (ii) Ms.


Heidersbach will receive medical and dental benefits under COBRA through January 31, 2026, provided, however, that the Company's obligation to provide COBRA benefits to Ms. Heidersbach shall terminate should she become eligible to receive similar benefits prior to January 31, 2026.

Item 7.01 Regulation FD Disclosure

On January 13, 2025, the Company issued a press release announcing the organizational restructuring. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information contained in Item 7.01 of this Current Report on Form 8-K, including the information in Exhibit 99.1 attached to this report, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01 Financial Statements and Exhibits

(a)Exhibits.
EXHIBIT NO.     DESCRIPTION
99.1
104Cover Page Interactive Data File (embedded within the inline XBRL)

Forward-Looking Statements

This Current Report on Form 8-K may contain “forward-looking statements” about the Company’s future expectations, plans, outlook, projections and prospects. Such forward-looking statements can be identified by the use of words such as “should,” “may,” “intends,” “anticipates,” “believes,” “estimates,” “projects,” “forecasts,” “expects,” “plans,” “proposes” and similar expressions. Forward-looking statements contained in this Current Report on Form 8-K include, but are not limited to, statements about the expected streamlining of the Company’s operations to drive business objectives, the expected reduction in operating costs, the expected cost savings, the expected benefits of and timing of completion of the restructuring and the expected costs and charges of the restructuring. Although the Company believes that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These risks and uncertainties include, among other things, the risk that the restructuring costs and charges may be greater than anticipated; the risk that the Company’s restructuring efforts may adversely affect the Company’s internal programs and the Company’s ability to recruit and retain skilled and motivated personnel, and may be distracting to employees and management; the risk that the Company’s restructuring efforts may negatively impact the Company’s business operations and reputation with or ability to serve customers; the risk that the Company’s restructuring efforts may not generate their intended benefits to the extent or as quickly as anticipated. Readers are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Forward-looking statements speak only as of the date of the document in which they are contained, and the Company does not undertake any duty to update any forward-looking statements, except as may be required by law.


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:January 13, 2025By: /S/ Art Zeile
Name: Art Zeile
Title: Chief Executive Officer









































EXHIBIT INDEX
99.1
104Cover Page Interactive Data File (embedded within the inline XBRL)







image.jpg

DHI Group, Inc. Announces Strategic Reorganization Separating the Dice and ClearanceJobs Businesses to Better Capitalize on Unique Market Dynamics

Centennial, Colo – January 13, 2025 -- DHI Group, Inc. (NYSE: DHX) (“DHI” or the “Company”), today announced a strategic reorganization, restructuring its operations into two distinct divisions. This reorganization aims to provide dedicated leadership for each brand —Dice (Dice.com) and ClearanceJobs (ClearanceJobs.com)—to foster a unified vision and strategy tailored to their respective market dynamics.

The reorganization is expected to be largely complete by February 2025 and aims to achieve the following:

•Reduce DHI’s total workforce by approximately 8% primarily by adjusting team structure and mid-level management.
•Establish a line-of-business structure that aligns sales, marketing, and product development functions under dedicated brand leaders, lessening functional overlap while maintaining centralized support for human resources, finance, and technology operations to efficiently manage employees, business systems and public company obligations.

“As our business developed over the past few years, I’ve come to see that Dice and ClearanceJobs are better positioned for success when each brand operates with a clear focus and a strategy tailored to their respective markets,” said Art Zeile, CEO of DHI Group, Inc. “With the support of our board of directors, we have decided to separate the Dice and ClearanceJobs organizations. This move is designed to better deliver results for our shareholders, maximize profitability, and provide stronger long-term strategic options.”

Under the new corporate structure, the key leadership changes include:

•Paul Farnsworth, currently serving as Chief Technology Officer, will assume an expanded role as President of Dice, with responsibility for overseeing sales, marketing, and product development.
•Alex Schildt, currently Vice President of Sales for ClearanceJobs, will take on an expanded role as President of ClearanceJobs, overseeing sales, marketing, and product development.

The Company estimates that it will incur approximately $2.2 million in cash charges related to employee severance and benefits and expects all of the $2.2 million to be future cash expenditures. All charges are expected to be recognized in the first quarter of 2025 while the related cash payments are expected to be substantially completed by the third quarter of 2025. The restructuring is expected to generate annual cost savings of approximately $4.0 million to $6.0 million. The savings will begin to be realized immediately subsequent to the restructuring.

In connection with the reorganization, the Company is realigning its reporting structure and will reevaluate its operating segments.


DHI Group, Inc. – About Us

DHI Group, Inc (NYSE: DHX) is a provider of AI-powered career marketplaces that focus on technology roles. DHI’s two brands, Dice and ClearanceJobs, enable recruiters and hiring managers to efficiently search for and connect with highly skilled technology professionals based on the skills requested. The Company’s patented algorithm manages over 100,000 unique technology skills. Additionally, our marketplaces allow tech professionals to find their ideal next career opportunity, with relevant advice and personalized insights. Learn more at www.dhigroupinc.com.

Forward-Looking Statements

This press release and oral statements made from time to time by our representatives contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You should not place undue reliance on those statements because they are subject to numerous uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Forward-looking statements include, without limitation, information concerning our possible or assumed future financial condition, liquidity and results of operations, including expectations (financial or otherwise), our strategy, plans, objectives, and intentions, growth potential, and statements regarding our 2025 financial outlook. These statements often include words such as “may,” “will,” “should,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” "target" or similar expressions. These statements are based on assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, our ability to execute our tech-focused strategy, competition from existing and future competitors in the highly competitive markets in which we operate, failure to adapt our business model to keep pace with rapid changes in the recruiting and career services business, failure to maintain and develop our reputation and brand recognition, failure to increase or maintain the number of customers who purchase recruitment packages, cyclicality or downturns in the economy or industries we serve, uncertainty in respect to the regulation of data protection and data privacy, failure to attract qualified professionals to our websites or grow the number of qualified professionals who use our websites, failure to successfully identify or integrate acquisitions, U.S. and foreign government regulation of the Internet and taxation, our ability to borrow funds under our revolving credit facility or refinance our indebtedness and restrictions on our current and future operations under such indebtedness. These factors and others are discussed in more detail in the Company’s filings with the Securities and Exchange Commission, all of which are available on the Investors page of our website at www.dhigroupinc.com, including the Company’s most recently filed reports on Form 10-K and Form 10-Q and subsequent filings under the headings “Risk Factors,” “Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You should keep in mind that any forward-looking statement made by the Company or its representatives herein, or elsewhere, speaks only as of the date on which it is made. New risks and uncertainties come up from time to time, and it is impossible to predict these events or how they may affect us. We have no obligation to update any forward-looking statements after the date hereof, except as required by applicable federal securities laws.








Investor Contact
Todd Kehrli or Jim Byers
PondelWilkinson, Inc.
212-448-4181
ir@dhigroupinc.com

Media Contact
Rachel Ceccarelli
212-448-8288
media@dhigroupinc.com


v3.24.4
Document and Entity Information
Jan. 13, 2025
Document and Entity Information [Abstract]  
Document Type 8-K
Document Fiscal Year Focus 2025
Document Fiscal Period Focus Q1
Document Period End Date Jan. 13, 2025
Entity Registrant Name DHI Group, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-33584
Entity Tax Identification Number 20-3179218
Entity Address, State or Province CO
Entity Address, Address Line One 6465 South Greenwood Plaza
Entity Address, Postal Zip Code 80111
Entity Address, Address Line Two Suite 400
Entity Address, City or Town Centennial
City Area Code (212)
Local Phone Number 448-6605
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol DHX
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001393883
Amendment Flag false
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