Material Agreement, Corporate Action (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On November 13, 2026, DHI Group, Inc. (the "Company") entered into a First Amendment to the Section 382 Rights Agreement (the "First Amendment"), which amends the Section 382 Rights Agreement, dated as of January 28, 2025 (the "Section 382 Rights Agreement"), between the Company and Computershare Trust Company, N.A., as rights agent.

The First Amendment makes clarifying changes relating to the definition of "Beneficial Owner", "Beneficially Own" and "Beneficial Ownership" contained in the Rights Agreement, and provides that requests for exemption under the Section 382 Rights Agreement will be granted if and to the extent that, and for so long as, ownership of the securities that are the subject of the proposed acquisition that is subject to such exemption request would not be attributable to the requesting person or group under Section 382 of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder.

The foregoing summary of the First Amendment is qualified in its entirety by reference to the full text of the Section 382 Rights Agreement, which was filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on January 28, 2025 and is incorporated herein by reference, and the First Amendment, which is filed as Exhibit 4.1 hereto and incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.