[8-K] DHI Group, Inc. Reports Material Event

Rhea-AI Filing Summary

Regencell Bioscience Holdings Limited (RGC) filed a Form 6-K with the U.S. SEC for the month of June 2025. The submission is largely administrative in nature and furnishes, pursuant to Nasdaq Rule 5250(c)(2), the company’s unaudited condensed consolidated interim balance sheets and statements of operations and comprehensive loss for the six-month period ended 31 December 2024. These financial statements are provided as Exhibit 99.1, titled “Regencell Bioscience Holdings Limited Announces First Half 2025 Management Financial Results.” No detailed line-item financial data, earnings guidance, or strategic initiatives are included in the body of the filing. The document also contains standard signature and filing-cover information confirming that Regencell continues to file its annual reports on Form 20-F.

Because the actual financial tables are presented only in the attached exhibit and not within the filing text supplied, investors will need to review Exhibit 99.1 separately to evaluate revenue trends, profitability, liquidity, or other key performance indicators. Overall, the filing appears routine and does not announce any major transactions, capital raises, or changes in corporate governance.

Insights

Financial Analyst

TL;DR: Routine 6-K furnishing interim statements; no new strategic or financial surprises—impact neutral.

This 6-K merely transmits unaudited financial statements for the six months ended 31 Dec 2024, fulfilling Nasdaq’s periodic-reporting rule. Without the underlying numbers, investors cannot assess revenue momentum, cash burn, or margin trends from the submission alone. Importantly, the filing does not disclose new financing, M&A, regulatory approvals, or material events that would typically move the share price. As such, it should be viewed as a procedural update rather than a value-changing catalyst. Investors should consult Exhibit 99.1 to perform any meaningful financial analysis, but based on the information provided here, the market impact is expected to be negligible.

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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) June 23, 2025

DHI Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-33584

20-3179218

(Commission File Number)

(IRS Employer Identification No.)

6465 South Greenwood Plaza, Suite 400, Centennial, Colorado

80111

(Address of Principal Executive Offices)

(Zip Code)

(515) 978-3737

(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 class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.01 per share			DHX			New York Stock Exchange
Preferred Stock Purchase Rights						New 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 June 23, 2025, DHI Group, Inc. (the “Company”) announced an organizational restructuring intended to reduce the operating costs of its Dice brand. This includes a reduction of the Company’s current workforce by approximately 25% primarily by reducing headcount within the Company's Dice brand and associated back-office support. The restructuring is expected to generate annual cost savings of approximately $14.0 million to $16.0 million. The savings will begin to be realized immediately subsequent to the restructuring.

The Company estimates that it will incur approximately $4.2 million in cash charges related to employee severance and benefits. Substantially all charges are expected to be recognized in the second quarter of 2025 while the related cash payments are expected to be substantially completed by the fourth quarter of 2025.

The actions associated with the organizational restructuring are expected to be substantially complete by July 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.

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 periodic and current reports filed with the Securities and Exchange Commission from time to time, including the Company's Annual Report on Form 10-K for the year ended December 31, 2024. 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:

June 23, 2025

By: /S/ Art Zeile

Name: Art Zeile

Title: Chief Executive Officer

FAQ

What did Regencell Bioscience (RGC) file on June 30, 2025?

RGC filed a Form 6-K furnishing its unaudited interim balance sheets and income statements for the six months ended December 31, 2024.

Does the 6-K include detailed financial results for Regencell?

No. The body of the filing references financials but detailed numbers are only in Exhibit 99.1, not reproduced in the main text.

Are there any major transactions or strategic updates disclosed?

The filing does not announce any acquisitions, capital raises, or strategic initiatives—only routine financial reporting.

Which form does Regencell use for its annual reports?

The company confirms it files annual reports under Form 20-F rather than Form 40-F.

Why is this 6-K considered routine?

It fulfills Nasdaq Rule 5250(c)(2) by providing interim statements; no material events or guidance changes are disclosed.