戴斯控股 2024年度报告

FORM 10-K______________________________________________ (Mark One) ☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the fiscal year ended December 31, 2024______________________________________________ OR ☐TRANSITION PERIOD PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROMTOCommission File Number: 001-33584 DHI Group, Inc. (Exact name of Registrant as specified in its Charter)______________________________________________ 20-3179218 (I.R.S. EmployerIdentification No.) (State or other jurisdiction ofincorporation or organization) Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 orSection 15(d) of the Act. Yes☐No☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days.Yes☐No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data Filerequired to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).Yes☐No☐ Table ofContents Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “largeaccelerated filer,” “accelerated filer,” “smaller reporting company" and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☐Smaller ReportingCompany☐ Emerging Growth Company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use theextended transition period for complying with any new or revised financial accounting standards providedpursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management'sassessment of the effectiveness of its internal control over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C. 7262(b) by the registered public accounting firm that prepared or issuedits audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether thefinancial statements of the registrant included in the filing reflect the correction of an error to previouslyissued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recoveryanalysis of incentive-based compensation received by any of the registrant’s executive officers during therelevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act).Yes☐No☐The aggregate market value of common stock held by non-affiliates of the registrant was approximately $87,000,000 as of June 30, 2024, the last business day of the registrant’s second fiscal quarter of 2024.For the purpose of the foregoing calculation only, all directors and executive officers of the registrant andowners, if any, of more than 10% of the registrant’s common stock are assumed to be affiliates of theregistrant. This determination of affiliate status is not necessarily conclusive for any other purpose. As of January 31, 2025, there were 48,922,271 shares of the registrant’s common stock, par value $0.01per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Part III incorporates information from certain portions of the registrant’s definitive proxy statement to befiled with the Securities and Exchange Commission within 120 days after the fiscal year end ofDecember 31, 2024. DHI GROUP, INC.TABLE OF CONTENTS PART I. Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures 5152930313131 PART II. Item 5.Market for Registrant's Common Equity, Related Stockholder Matters andIssuer Purchases of Equity Securities31Item 6.Reserved33Item 7.Management's Discussion and Analysis of Financial Condition and Results ofOperations33Item 7A.Quantitative and Qualitative Disclosures About Market Risk50Item 8.Financial Statements and Supplementary Data51Item 9.Changes in and Disagreements with Accountants on Accounting andFinancial Disclosures79Item 9A.Controls and Procedures79Item 9B.Other Information81Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections81 PART III. Item 10.Directors, Executive Officers and Corporate Governance82Item 11.Executive Compensation82Item 12.Security Ownership of Certain Beneficial Owners an