What changed in this filing

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Item 1. Financial Statements

2025-05-12 compared with 2024-11-12 · 236 added, 218 removed, 373 unchanged (55% of the section changed)

3 unchanged sentences

(in thousands, except per share data)

September 30,

2025 December 31, 2024

1 unchanged sentence

Cash $ 2,655 $ 3,702

Accounts receivable, net of allowance for doubtful accounts of $ 1,288 and $ 1,313

Accounts receivable, net of allowance for credit losses of $ 1,708 and $ 1,691

23,419 22,120

27 unchanged sentences

no shares issued and outstanding

Series 1 Participating Preferred Stock, 0.01 par value, authorized 240,000 shares;

no shares issued and outstanding

Common stock, $ .01 par value, authorized 240,000 ;

2 unchanged sentences

Additional paid-in capital 271,205 270,122

Accumulated other comprehensive loss — ( 83 )

Accumulated other comprehensive income (loss) ( 32 ) 1

Accumulated earnings 23,130 32,481

7 unchanged sentences

(in thousands, except per share amounts)

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Revenue $ 32,301 $ 36,025

6 unchanged sentences

Restructuring 2,270 —

Impairment of goodwill 7,400 —

Total operating expenses 41,182 34,056

Operating income 627 2,241 4,599 2,785

Operating income (loss) ( 8,881 ) 1,969

Income from equity method investment 64 134

Gain on sale of investment — 614 — 614

Impairment of investment — ( 400 )

2 unchanged sentences

Income tax expense (benefit) ( 126 ) 2,269

Net income (loss) $ ( 200 ) $ 1,010 $ ( 769 ) $ 1,343

Basic earnings (loss) per share $ — $ 0.02 $ ( 0.02 ) $ 0.03

Diluted earnings (loss) per share $ — $ 0.02 $ ( 0.02 ) $ 0.03

Net loss $ ( 9,351 ) $ ( 1,512 )

Basic loss per share $ ( 0.21 ) $ ( 0.03 )

Diluted loss per share $ ( 0.21 ) $ ( 0.03 )

Weighted-average basic shares outstanding 45,505 44,210

4 unchanged sentences

(in thousands)

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Net income (loss) $ ( 200 ) $ 1,010 $ ( 769 ) $ 1,343

Other comprehensive income:

Three Months Ended March 31,

Net loss $ ( 9,351 ) $ ( 1,512 )

Other comprehensive income (loss):

Foreign currency translation adjustment ( 33 ) 22

Cumulative translation adjustments reclassified to the Statements of Operations — 200 — 200

Total other comprehensive income 30 255 83 411

Comprehensive income (loss) $ ( 170 ) $ 1,265 $ ( 686 ) $ 1,754

Comprehensive loss $ ( 9,384 ) $ ( 1,490 )

See accompanying notes to the condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Preferred Stock Common Stock Additional

Preferred Stock Series 1 Participating Preferred Stock Common Stock Additional

Capital Treasury Stock Accumulated

1 unchanged sentence

Comprehensive Income (Loss) Total

Shares Issued Amount Shares Issued Amount Shares Amount

Shares Issued Amount Shares Issued Amount Shares Issued Amount Shares Amount

Balance at December 31, 2024 — $ — — $ — 80,881 $ 811 $ 270,122 32,664 $ ( 189,090 ) $ 32,481 $ 1 $ 114,325

Net loss ( 9,351 ) ( 9,351 )

Other comprehensive income - translation adjustments 22 22

Other comprehensive loss - translation adjustments ( 33 ) ( 33 )

Stock-based compensation 1,092 1,092

3 unchanged sentences

Performance-Based Restricted Stock Units forfeited or withheld to satisfy tax obligations ( 83 ) ( 1 ) 1 243 ( 620 ) ( 620 )

Purchase of treasury stock under stock repurchase plan 312 ( 666 ) ( 666 )

Balance at March 31, 2025 — $ — — $ — 81,832 820 271,205 33,550 ( 191,225 ) 23,130 ( 32 ) 103,898

Net income 943 943

Other comprehensive income - translation adjustments 31 31

Stock-based compensation 2,160 2,160

Restricted stock issued 318 3 ( 3 ) —

Restricted stock forfeited or withheld to satisfy tax obligations ( 54 ) ( 1 ) 1 15 ( 34 ) ( 34 )

Performance-Based Restricted Stock Units forfeited or withheld to satisfy tax obligations ( 8 ) — — 4 ( 8 ) ( 8 )

Issuance of common stock upon ESPP purchase 82 1 145 146

Balance at June 30, 2024 — $ — 80,902 $ 810 $ 266,253 32,554 $ ( 188,869 ) $ 31,659 $ ( 30 ) $ 109,823

Net loss ( 200 ) ( 200 )

Other comprehensive income - translation adjustments 30 30

Stock-based compensation 1,814 1,814

Restricted stock issued 196 2 ( 2 ) —

Restricted stock forfeited or withheld to satisfy tax obligations ( 122 ) ( 1 ) 1 71 ( 155 ) ( 155 )

Performance-Based Restricted Stock Units forfeited or withheld to satisfy tax obligations ( 10 ) — — — — —

Balance at September 30, 2024 — $ — 80,966 $ 811 $ 268,066 32,625 $ ( 189,024 ) $ 31,459 $ — $ 111,312

Preferred Stock Common Stock Additional

4 unchanged sentences

Balance at December 31, 2023 — $ — 78,764 $ 789 $ 261,824 31,889 $ ( 187,216 ) $ 32,228 $ ( 83 ) $ 107,542

Net income 460 460

Net loss ( 1,512 ) ( 1,512 )

Other comprehensive income - translation adjustments 22 22

4 unchanged sentences

Performance-Based Restricted Stock Units forfeited or withheld to satisfy tax obligations — — — 342 ( 861 ) ( 861 )

Purchase of treasury stock under stock repurchase plan 743 ( 3,521 ) ( 3,521 )

Cumulative-effect of new accounting principle (See Note 2) 332 332

Balance at March 31, 2024 — $ — 80,564 $ 807 $ 263,950 32,535 $ ( 188,827 ) $ 30,716 $ ( 61 ) $ 106,585

Net loss ( 127 ) ( 127 )

Other comprehensive income - translation adjustments 6 6

Stock-based compensation 2,667 2,667

Restricted stock issued 176 2 ( 2 ) —

Restricted stock forfeited or withheld to satisfy tax obligations ( 183 ) ( 2 ) 2 26 ( 95 ) ( 95 )

Performance-Based Restricted Stock Units forfeited or withheld to satisfy tax obligations ( 110 ) ( 1 ) 1 — — —

Purchase of treasury stock under stock repurchase plan 919 ( 3,375 ) ( 3,375 )

Issuance of common stock upon ESPP purchase 45 — 148 148

Balance at June 30, 2023 — $ — 78,761 $ 789 $ 257,311 31,661 $ ( 186,369 ) $ 29,070 $ ( 325 ) $ 100,476

Net income 1,010 1,010

Other comprehensive income - translation adjustments 55 55

Stock-based compensation 2,168 2,168

Restricted stock issued 307 3 ( 3 ) —

Restricted stock forfeited or withheld to satisfy tax obligations ( 289 ) ( 3 ) 3 135 ( 501 ) ( 501 )

Performance-Based Restricted Stock Units forfeited or withheld to satisfy tax obligations ( 210 ) ( 2 ) 2 84 ( 320 ) ( 320 )

Cumulative translation adjustments reclassified to the Statements of Operations 200 200

Balance at September 30, 2023 — $ — 78,569 $ 787 $ 259,481 31,880 $ ( 187,190 ) $ 30,080 $ ( 70 ) $ 103,088

See accompanying notes to the condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from (used in) operating activities:

Net income (loss) $ ( 769 ) $ 1,343

Adjustments to reconcile net income (loss) to net cash flows from (used in) operating activities:

Net loss $ ( 9,351 ) $ ( 1,512 )

Adjustments to reconcile net loss to net cash flows from (used in) operating activities:

Depreciation 3,984 4,456

3 unchanged sentences

Income from equity method investment ( 64 ) ( 134 )

Gain on sale of investments — ( 614 )

Impairment of investment — 400

Impairment of goodwill 7,400 —

Change in accrual for unrecognized tax benefits 32 81

9 unchanged sentences

Cash flows used in investing activities:

Cash received from sale of investment — 4,941

Purchases of fixed assets ( 2,160 ) ( 4,442 )

4 unchanged sentences

Payments under stock repurchase plan ( 666 ) —

Purchase of treasury stock related to tax withholdings on vested equity awards ( 1,808 ) ( 6,211 )

Proceeds from issuance of common stock through ESPP 145 148

Net cash flows used in financing activities ( 7,663 ) ( 2,959 )

Purchase of treasury stock related to vested restricted and performance stock units ( 1,469 ) ( 1,611 )

Net cash flows from (used in) financing activities ( 1,135 ) 1,389

Net change in cash for the period ( 1,047 ) ( 966 )

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Although the Company believes that the disclosures are adequate to make the information presented not misleading, these financial statements should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report on Form 10-K”).

Operating results for the three and nine-month periods ended September 30, 2024 are not necessarily indicative of the results to be achieved for the full year or any other future period.

Operating results for the three-month period ended March 31, 2025 are not necessarily indicative of the results to be achieved for the full year or any other future period.

Preparation of the condensed consolidated financial statements in conformity with U.S.

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Actual results could differ materially from management’s estimates reported in the condensed consolidated financial statements and footnotes thereto.

There have been no significant changes in the Company’s assumptions regarding critical accounting estimates during the three and nine-month periods ended September 30, 2024.

The Company allocates resources and assesses financial performance on a consolidated basis, as all services pertain to the Company's Tech-focused strategy.

As a result, t he Company has a single reportable segment, Tech-focused, which includes the Dice and ClearanceJobs brands, as well as corporate related costs.

All operations are in the United States.

There have been no significant changes in the Company’s assumptions regarding critical accounting estimates during the three-month period ended March 31, 2025.

NEW ACCOUNTING STANDARDS

In June 2016, the FASB issued ASU No.

2016-13, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments .

ASU 2016-13 changes how entities are to account for credit losses for most financial assets and certain other instruments that are not measured at fair value through net income.

The guidance replaces the then-current "incurred loss" model with an "expected loss" model that requires consideration of a broader range of information to estimate expected credit losses over the lifetime of a financial asset.

ASU 2016-13 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2022 for Smaller Reporting Companies.

On January 1, 2023, under the modified retrospective method as required by the standard, the Company recorded a cumulative-effect adjustment of $ 0.3 million to increase accumulated earnings and reduce the allowance for doubtful accounts.

Prior period amounts were not adjusted, and will continue to be reported under the accounting standards in effect for the period presented.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures .

The new accounting standard relates to disclosures about a public entity’s reportable segments and provides more detailed information about a reportable segment’s expenses.

The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods beginning after December 15, 2024, with retrospective application required.

We are evaluating the effect of the standard on our consolidated financial statement disclosures.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures .

In December 2023, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2023-09, Improvements to Income Tax Disclosures .

The new accounting standard requires more detailed disclosures regarding the effective tax rate reconciliation and income taxes paid.

The standard is effective for fiscal years beginning after December 15, 2024, and may be applied on either a prospective or retrospective basis, with early adoption permitted.

We are evaluating the effect of the standard on our consolidated financial statement disclosures.

The standard is effective for annual reporting periods beginning after December 15, 2024, and may be applied on either a prospective or retrospective basis, with early adoption permitted.

We are currently evaluating the effect of the standard on the Company's financial statement disclosures.

In November 2024, the FASB issued ASU No.

2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) ("ASU 2024-03").

ASU 2024-03 will require companies to disaggregate, within the notes to the financial statements, certain expenses presented on the face of the financial statements to enhance transparency and help investors better understand an entity's performance.

The amendment will specifically require that an entity disclose the amounts related to purchases of inventory, employee compensation, depreciation and intangible asset amortization.

Entities will also be required to provide a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, disclose the total amount of selling expenses and, in annual reporting periods, provide a definition of what constitutes selling expenses.

The amendments in ASU 2024-03 are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of the adoption of ASU 2024-03 on the Company’s financial statement disclosures.

FAIR VALUE MEASUREMENTS

The FASB ASC topic on Fair Value Measurements and Disclosures defines fair value, establishes a framework for measuring fair value and requires certain disclosures for each major asset and liability category measured at fair value on either a recurring

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

or nonrecurring basis.

The FASB Accounting Standards Codification ("ASC") topic on Fair Value Measurements and Disclosures defines fair value, establishes a framework for measuring fair value and requires certain disclosures for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis.

As a basis for considering assumptions, a three-tier fair value hierarchy is used, which prioritizes the inputs used in measuring fair value as follows:

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• Level 3 – Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The carrying amounts reported in the condensed consolidated balance sheets for cash, accounts receivable, other assets, accounts payable and accrued expenses and long-term debt approximate their fair values.

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The following table provides information about disaggregated revenue by brand and includes a reconciliation of the disaggregated revenue (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

ClearanceJobs $ 13,377 $ 13,005

Dice 18,924 23,020

$ 32,301 $ 36,025

Total $ 35,283 $ 37,433 $ 107,141 $ 114,591

(1) Includes Dice and Career Events

(1) Prior to the fourth quarter of 2024, we had disclosed that career events were recorded within Dice.

Career events have been reclassified between ClearanceJobs and Dice based on the nature of the event for the periods ended March 31, 2025 and 2024.

Contract Balances

The following table provides information about opening and closing balances of receivables and contract liabilities from contracts with customers as required under Topic 606 (in thousands):

As of September 30, 2024 As of December 31, 2023

The following table provides information about opening and closing balances of receivables and contract liabilities from contracts with customers as required under ASC Topic 606 - Revenue from Contracts with Customers (in thousands):

As of March 31, 2025 As of December 31, 2024

Receivables $ 23,419 $ 22,120

3 unchanged sentences

accounts receivable are recorded when customers are invoiced per the contractual billings schedules.

As the Company's standard payment terms are less than one year,

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

the Company elected the practical expedient, where applicable.

As the Company's standard payment terms are less than one year, the Company elected the practical expedient, where applicable.

As a result, the Company does not consider the effects of a significant financing component.

3 unchanged sentences

The Company recognized the following revenue as a result of changes in the contract liability balances in the respective periods (in thousands):

Three Months Ended Nine Months Ended

September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three Months Ended

March 31, 2025 March 31, 2024

Revenue recognized in the period from:

2 unchanged sentences

Remainder of 2025 2026 2027 2028 Total

Tech-focused $ 25,202 $ 21,128 $ 422 $ 161 $ 46,913

Deferred revenue $ 47,650 $ 2,910 $ 97 $ 9 $ 50,666

Credit Losses

7 unchanged sentences

The restructuring included a reduction of the Company’s then-current workforce by approximately 10 %.

As a result of the restructuring, the Company recognized charges of $ 0.3 million and $ 2.4 million, respectively, for the three and nine-month periods ended September 30, 2023.

The charges for the three and nine-month periods ended September 30, 2023 consisted of $ 0.1 million and $ 1.9 million, respectively, of employee severance costs, of which $ 0.9 million and $ 1.4 million, respectively, was paid during the periods, and $ 0.2 million and $ 0.5 million, respectively, of stock-based compensation related to the acceleration of restricted stock and performance-based restricted stock units.

As a result of the restructuring, the Company recognized charges of $ 2.4 million during the second quarter of 2023, which consisted of $ 1.9 million of employee severance costs and $ 0.5 million of stock-based compensation related to the acceleration of restricted stock and performance-based restricted stock units.

In July 2024, the Company announced an additional organizational restructuring intended to streamline its operations, drive business objectives, and reduce operating costs.

This included a reduction of the Company’s then-current workforce by approximately 7 %.

As a result of the restructuring, the Company recognized a charge of $ 1.1 million during the third quarter of 2024 related to employee severance costs, of which $ 0.8 million was paid during the period.

As a result of the restructuring, the Company recognized a charge of $ 1.1 million during the year ended December 31, 2024.

All severance costs related to the July 2024 restructuring were paid during the year ended December 31, 2024.

In January 2025, the Company announced an additional organizational restructuring intended to separate its two brands, ClearanceJobs and Dice, into distinct divisions, provide dedicated leadership for each brand to foster a unified vision and strategy tailored to each brands' market dynamics, and to reduce operating costs.

This restructuring includes a reduction of the Company’s then-current workforce by approximately 8 %.

As a result of the restructuring, the Company recognized a charge of $ 2.3 million during the first quarter of 2025 related to employee severance costs, of which $ 1.7 million was paid during the period.

The Company has operating leases for corporate office space and certain equipment.

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The components of lease cost were as follows (in thousands):

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2024 2023 2024 2023

For the Three Months Ended March 31,

Operating lease cost (1)

$ 419 $ 352 $ 1,255 $ 1,530

Sublease income ( 20 ) ( 25 ) ( 50 ) ( 324 )

Total lease cost $ 399 $ 327 $ 1,205 $ 1,206

(1) Includes short-term lease costs and variable lease costs, which are immaterial.

Supplemental cash flow information related to leases was as follows (in thousands):

For the Nine Months Ended September 30,

For the Three Months Ended March 31,

Cash paid for amounts included in measurement of lease liabilities:

Operating cash flows from operating leases $ 555 $ 483

Right-of-use assets obtained in exchange for lease obligations:

Operating leases $ 2,930 $ —

Supplemental balance sheet information related to leases was as follows (in thousands, except lease term and discount):

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Operating lease right-of-use-assets (as reported) $ 6,220 $ 6,518

7 unchanged sentences

The Company reviews its right-of-use ("ROU") assets for impairment if indicators of impairment exist.

The impairment review process compares the fair value of the ROU asset to its carrying value.

If impairment indicators exist, we compare the fair value of the ROU asset to its carrying value.

If the carrying value exceeds the fair value, an impairment loss is recorded.

No impairment was recorded during the three and nine month periods ended September 30, 2024 and 2023.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2024, future operating lease payments were as follows (in thousands):

No impairment was recorded during the three month periods ended March 31, 2025 and 2024.

As of March 31, 2025, future operating lease payments were as follows (in thousands):

Operating Leases

Oct 1, 2024 through December 31, 2024 $ 554

Apr 1, 2025 through December 31, 2025 $ 1,651

2030 and thereafter 4,849

2 unchanged sentences

Total $ 10,208

As of September 30, 2024 the Company has no additional operating or finance leases that have not yet commenced.

As of March 31, 2025 the Company has no operating or finance leases that have not yet commenced.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

eFinancialCareers

On June 30, 2021, the Company transferred majority ownership and control of its eFinancialCareers ("eFC") business to eFC's management, while retaining a 40 % common share interest with zero proceeds received from the transfer.

During the third quarter of 2023, the Company sold a portion of its ownership in eFC reducing its total interest in eFC from 40 % to 10 %.

During the third quarter of 2023, the Company sold a portion of its ownership in eFinancialCareers ("eFC") reducing its total interest in eFC from 40 % to 10 %.

As a result of the sale, the Company received cash of $ 4.9 million and recognized a $ 0.6 million gain, which included a $ 0.2 million charge related to accumulated foreign currency loss that was previously a reduction to equity.

The Company's investment in eFC was recorded at $ 1.9 million and $ 1.8 million as of March 31, 2025 and December 31, 2024, respectively.

eFC is a financial services careers website, operating websites in multiple markets in four languages mainly across the United Kingdom, Continental Europe, Asia, the Middle East and North America.

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The remaining basis difference at the time of sale was $ 0.3 million and is being amortized against the recorded value of the investment in accordance with ASC 323 Investments - Equity Method and Joint Ventures .

Amortization expense during the three and nine-month periods ended September 30, 2024 and 2023 was not significant.

Amortization expense during the three-month periods ended March 31, 2025 and 2024 was not significant.

The recorded value is further adjusted based on the Company's proportionate share of eFC's net income and is recorded three months in arrears.

The Company recorded income related to its proportionate share of eFC's net income, net of currency translation adjustments and amortization of the basis difference, of zero and $ 0.3 million for the three and nine month periods ended September 30, 2024, respectively, and recorded $ 0.2 million and $ 0.4 million for the three and nine month periods ended September 30, 2023, respectively.

The Company recorded income related to its proportionate share of eFC's net income, net of currency translation adjustments and amortization of the basis difference, of $ 0.1 million for each of the three-month periods ended March 31, 2025 and 2024.

During 2021, the Company invested $ 3.0 million through a subordinated convertible promissory note (the "Note") with a values-based career destination company that allows the next generation workforce to search for jobs at companies whose people, perks and values align with their unique professional needs.

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In the third quarter of 2022, the Note was converted into preferred shares representing 4.9 % of the outstanding equity in the underlying business, on a fully-diluted basis.

The Company's preferred shares are substantially similar to shares purchased by a

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

third party investor that resulted in such investor becoming the majority owner of the business.

The Company's preferred shares were substantially similar to shares purchased by a third party investor that resulted in such investor becoming the majority owner of the business.

Therefore the Company's shares in the business were recorded at fair value based on the price per share realized in the conversion.

The value of the Company's investment was $ 0.7 million as of December 31, 2022 and was recorded as an investment in the consolidated balance sheet.

Accordingly, the Company recognized an impairment loss during the year ended December 31, 2022 of $ 2.3 million.

During the third quarter of 2023, the investment's financial position deteriorated.

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As such, the Company revalued its investment to zero and accordingly, recognized an impairment loss of $ 0.4 million during the first quarter of 2024.

The Company's ownership of the investment, on a fully diluted basis, as of September 30, 2024 is less than 0.10 %.

At September 30, 2024, the Company held preferred stock representing a 7.3 % interest in the fully diluted shares of a tech skills assessment company.

The investment is recorded at zero as of September 30, 2024 and December 31, 2023.

The Company recorded no gain or loss related to the investment during the three and nine month periods ended September 30, 2024 and 2023.

The Company's ownership of the investment, on a fully diluted basis, as of March 31, 2025 is less than 0.10 %.

At March 31, 2025, the Company held preferred stock representing a 7.3 % interest in the fully diluted shares of a tech skills assessment company.

The investment is recorded at zero as of March 31, 2025 and December 31, 2024.

The Company recorded no gain or loss related to the investment during the three-month periods ended March 31, 2025 and 2024.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ACQUIRED INTANGIBLE ASSETS, NET

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If the carrying value exceeds the fair value, an impairment loss is recorded.

There were no indicators of impairment for the Dice trademarks and brand name for the three and nine month periods ended September 30, 2024.

As of September 30, 2024 and December 31, 2023 the Company had an indefinite-lived acquired intangible asset of $ 23.8 million related to the Dice trademarks and brand name.

No impairment was recorded during the three and nine month periods ended September 30, 2024 and 2023.

There were no indicators of impairment for the Dice trademarks and brand name for the three-month periods ended March 31, 2025 and 2024.

As of March 31, 2025 and December 31, 2024 the Company had an indefinite-lived acquired intangible asset of $ 23.8 million related to the Dice trademarks and brand name.

No impairment was recorded during the three-month periods ended March 31, 2025 and 2024.

The determination of whether or not indefinite-lived acquired intangible assets have become impaired involves a significant level of judgment in the assumptions underlying the approach used to determine the value of the indefinite-lived acquired intangible assets.

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If projections are not achieved, the Company could realize an impairment in the foreseeable future.

Goodwill as of September 30, 2024 and December 31, 2023, which was allocated to the Tech-focused reporting unit, was $ 128.1 million.

The annual impairment test for the Tech-focused reporting unit is performed on October 1 of each year.

The results of the impairment test indicated that the fair value of the Tech-focused reporting unit was substantially in excess of the carrying value as of October 1, 2023.

Results for the Tech-focused reporting unit through September 30, 2024 and estimated future results as of September 30, 2024 approximate the projections used in the October 1, 2023 analysis.

As a result, the Company believes it is not more likely than not that the fair value of the reporting unit is less than the carrying value as of September 30, 2024.

Therefore, no quantitative impairment test was performed as of September 30, 2024.

No impairment was recorded during the three and nine month periods ended September 30, 2024 and 2023.

Goodwill as of March 31, 2025 and December 31, 2024, was $ 120.7 million and $ 128.1 million, respectively.

During the first quarter of 2025, in connection with the organizational restructuring, which is further described in Note 5, the Company performed an interim impairment test of the Tech-focused reporting unit immediately prior to the restructuring, then allocated its goodwill into the two new reporting units, ClearanceJobs and Dice, based the relative fair value of each reporting unit, and finally tested each reporting unit's goodwill for impairment.

The interim impairment test performed immediately prior to the organizational restructuring indicated that the fair value of the Tech-focused reporting unit was substantially in excess of the carrying value as of the date of the organizational restructuring.

The prior Tech-focused reporting unit's goodwill of $ 128.1 million was allocated to ClearanceJobs and Dice based on their relative fair values, which resulted in goodwill for ClearanceJobs and Dice of $ 97.4 million and $ 30.7 million, respectively.

The impairment test performed immediately after the allocation for the ClearanceJobs reporting unit indicated that the fair value was substantially in excess of the carrying value as of the date of the organizational restructuring.

The impairment test performed immediately after the allocation for the Dice reporting unit resulted in the Company recording an impairment charge of $ 7.4 million during the three month period ended March 31, 2025.

Results for the ClearanceJobs and Dice reporting units through March 31, 2025 and estimated future results as of March 31, 2025 approximate the projections used in the organizational restructuring analysis.

As a result, the Company believes it is not more likely than not that the fair value of the ClearanceJobs and Dice reporting units are less than the carrying value as of March 31, 2025.

Therefore, no quantitative impairment test was performed as of March 31, 2025.

The annual impairment test for the ClearanceJobs and Dice reporting units will be performed on October 1 of each year.

The Company’s ability to achieve the projections used in the organizational restructuring analysis may be impacted by, among other things, general market conditions, competition in the technology recruiting market, challenges in developing and introducing new products and product enhancements to the market and the Company’s ability to attribute value delivered to customers.

If future cash flows that are attributable to the ClearanceJobs and Dice reporting units are not achieved, the Company could realize an impairment in a future period.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company’s ability to achieve the projections used in the October 1, 2023 analysis may be impacted by, among other things, general market conditions, competition in the technology recruiting market, challenges in developing and introducing new products and product enhancements to the market and the Company’s ability to attribute value delivered to customers.

If future cash flows that are attributable to the Tech-focused reporting unit are not achieved, the Company could realize an impairment in a future period.

The changes in the carrying amount of goodwill by segment were as follows (in thousands):

Tech-focused ClearanceJobs Dice Total

Goodwill at December 31, 2024 $ 128,100 $ — $ — $ 128,100

Segment Change ( 128,100 ) 97,431 30,669 —

Goodwill at January 13, 2025 (1)

$ — $ 97,431 $ 30,669 $ 128,100

Impairment — — ( 7,400 ) ( 7,400 )

Goodwill at March 31, 2025 $ — $ 97,431 $ 23,269 $ 120,700

(1) Date of organizational restructuring.

Credit Agreement —In June 2022, the Company, together with Dice Inc.

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The Credit Agreement provides for a revolving loan facility of $ 100 million, with an expansion option of $ 50 million, bringing the total facility to $ 150 million, as permitted under the terms of the Credit Agreement.

At the closing of the Credit Agreement, the Company borrowed $ 30 million to repay, in full, all outstanding indebtedness, including accrued interest, under the previous credit agreement.

Unamortized debt issuance costs from the previous credit agreement of $ 0.2 million and debt issuance costs of $ 0.5 million related to the new agreement were recorded as other assets on the condensed consolidated balance sheets and are recorded to interest expense over the term of the Credit Agreement.

Borrowings under the Credit Agreement denominated in U.S.

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The Company incurs a commitment fee ranging from 0.35 % to 0.50 % on any unused capacity under the revolving loan facility, determined by the Company’s most recent consolidated leverage ratio.

All borrowings as of September 30, 2024 and December 31, 2023 were in U.S.

All borrowings as of March 31, 2025 and December 31, 2024 were in U.S.

The facility may be prepaid at any time without penalty.

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The Credit Agreement also provides that the payment of obligations may be accelerated upon the occurrence of events of default, including, but not limited to, non-payment, change of control, or insolvency.

As of September 30, 2024, the Company was in compliance with all of the financial covenants under the Credit Agreement.

As of March 31, 2025, the Company was in compliance with all of the financial covenants under the Credit Agreement.

The obligations under the Credit Agreement are guaranteed by one of the Company’s wholly-owned subsidiaries and secured by substantially all of the assets of the Borrowers and the guarantors.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The amounts borrowed as of September 30, 2024 and December 31, 2023 are as follows (dollars in thousands):

September 30,

The amounts borrowed as of March 31, 2025 and December 31, 2024 are as follows (dollars in thousands):

2025 December 31,

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Commitment fee 0.35 % 0.35 %

(1) In connection with the Credit Agreement, the Company had deferred financing costs of $ 0.7 million and accumulated amortization of $ 0.3 million recorded in other assets on the condensed consolidated balance sheets.

(1) In connection with the Credit Agreement, as of March 31, 2025 and December 31, 2024, the Company had deferred financing costs of $ 0.7 million and accumulated amortization of $ 0.4 million recorded in other assets on the condensed consolidated balance sheets.

(2) The amount available to be borrowed is subject to certain limitations, such as a consolidated leverage ratio which generally limits borrowings to 2.5 times annual Adjusted EBITDA, as defined in the Credit Agreement.

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EQUITY TRANSACTIONS

Stock Repurchase Plans —The Company's Board of Directors ("Board") has previously approved stock repurchase programs that permitted the Company to repurchase its common stock.

Management had discretion in determining the conditions under which shares may be purchased from time to time.

The number, price, structure, and timing of the repurchases, if any, were at our sole discretion and future repurchases were evaluated by us depending on market conditions, liquidity needs, restrictions under the agreements governing our indebtedness, and other factors.

Share repurchases could be made in the open market or in privately negotiated transactions.

The repurchase authorizations did not oblige us to acquire any particular amount of our common stock.

The Board could have suspended, modified, or terminated a repurchase program at any time without prior notice.

The following table summarizes the stock repurchase plans previously approved by the Board:

Stock Repurchase Plans —The Company's Board of Directors ("Board") has approved stock repurchase programs that permit the Company to repurchase its common stock.

Management has discretion in determining the conditions under which shares may be purchased from time to time.

The number, price, structure, and timing of the repurchases, if any, are at our sole discretion and future repurchases are evaluated by us depending on market conditions, liquidity needs, restrictions under the agreements governing our indebtedness, and other factors.

Share repurchases may be made in the open market or in privately negotiated transactions.

The repurchase authorizations do not oblige us to acquire any particular amount of our common stock.

The Board may suspend, modify, or terminate a repurchase program at any time without prior notice.

The following table summarizes the stock repurchase plans approved by the Board:

DHI GROUP, INC.

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Authorized Repurchase Amount of Common Stock $ 5 million $ 10 million

(1) During February 2023, the stock repurchase program approved in February 2022 expired with a total of 2.6 million shares purchased for $ 14.7 million.

(1) During January 2025, the Company announced that its Board approved a new stock repurchase program that permits the purchase of up to $ 5.0 million of the Company's common stock through February 2026.

(2) During February 2024, the stock repurchase program approved in February 2023 expired with a total of 1.4 million shares purchased for $ 5.2 million.

As of September 30, 2024 the Company has no stock repurchase programs and all previously approved stock repurchase programs have expired in accordance with their terms.

As of March 31, 2025 the value of shares that may yet be purchased under the current plan was $ 4.3 million.

Purchases of the Company's common stock pursuant to the stock repurchase plans were as follows:

Nine Months Ended September 30,

Three Months Ended March 31,

Shares repurchased 311,766 —

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(1) Average price paid per share and dollar value of shares repurchased include costs associated with the repurchases.

There were no repurchases of the Company's common stock during the three month periods ended September 30, 2024 and 2023 and there were no unsettled share repurchases as of September 30, 2024 and 2023.

Stock Repurchases Pursuant to the 2022 Omnibus Equity Award Plan, as Amended and Restated —Under the 2022 Omnibus Equity Award Plan, as Amended and Restated (as defined below), and as further described in note 13 to the condensed consolidated financial statements, the Company repurchases its common stock withheld for income tax from the vesting of employee restricted stock or Performance-Based Restricted Stock Units (“PSUs”).

There were 1,750 unsettled share repurchases as of March 31, 2025 and no unsettled share repurchases as of March 31, 2024.

Stock Repurchases Pursuant to the 2022 Omnibus Equity Award Plan, as Amended and Restated —Under the 2022 Omnibus Equity Award Plan, as Amended and Restated, and as further described in note 13 to the condensed consolidated financial statements, the Company repurchases its common stock withheld for income tax from the vesting of employee restricted stock or Performance-Based Restricted Stock Units (“PSUs”).

The Company remits the value, which is based on the closing share price on the vesting date, of the common stock withheld to the appropriate tax authority on behalf of the employee and the related shares become treasury stock.

Purchases of the Company’s common stock pursuant to the 2022 Omnibus Equity Award Plan, as Amended and Restated, were as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Shares repurchased upon restricted stock/PSU vesting 574,246 646,288

Average purchase price per share (1)

$ 2.56 $ 2.49

Dollar value of shares repurchased upon restricted stock/PSU vesting (in thousands) $ 1,469 $ 1,611

No shares of the Company's common stock were purchased other than through the stock repurchase plans and the 2022 Omnibus Equity Award Plan, as Amended and Restated, as described above.

Section 382 Rights Plan —On January 28, 2025, the Company adopted a shareholder rights plan designed to protect stockholder value by preserving the availability of the Company’s net capital loss carryforwards (“Carryforwards”) and other tax attributes under the Internal Revenue Code of 1986, as amended (the “Code”) (such plan, the “Section 382 Rights Plan”).

The Section 382 Rights Plan aims to preserve the Company's Carryforwards by creating a disincentive for any stockholder to accumulate beneficial ownership of 4.99 % or more of the Company's outstanding common stock, or to further accumulate the Company's common stock if the stockholder's beneficial ownership already exceeds 4.99 % in each case without the approval of the Company's Board of Directors in order to reduce the likelihood of an "ownership change" under Section 382 of the Code occurring, which could restrict the Company's ability to utilize its Carryforwards.

In connection with the adoption of the Section 382 Rights Plan, the Board declared a non-taxable dividend of one preferred share purchase right (a "Right") for each outstanding share of the Company's common stock to the Company's stockholders of record as of the close of business on February 7, 2025.

Each Right entitles its holder to purchase from the Company one one-thousandth of a share of the Company's Series 1 Participating Preferred Stock, par value $ 0.01 per share (the "Series 1

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Participating Preferred Stock") at an exercise price of $ 17.00 per Right, subject to adjustment.

As a result of the Section 382 Rights Plan, any person or group that acquires beneficial ownership of 4.99 % or more of the Company's common stock without the approval of the Board would be subject to significant dilution in the ownership interest of that person or group.

Stockholders who owned 4.99 % or more of the outstanding shares of the Company's common stock as of February 7, 2025 will not trigger the Rights unless they acquire additional shares after that date.

Convertible Preferred Stock —As of December 31, 2024 the Company had 20 million shares of convertible preferred stock authorized, with a $ 0.01 par value.

No shares have been issued and outstanding since prior to our initial public offering in 2007.

The rights, preferences, privileges and restrictions granted to and imposed on the convertible preferred stock are as set forth below.

The Company currently has no preferred stock outstanding.

The Company’s amended and restated certificate of incorporation permits the terms of any preferred stock to be determined at the time of issuance.

Simultaneously with the adoption of the Section 382 Rights Plan on January 28, 2025, the authorized but unissued convertible preferred stock, par value $ 0.01 , have been cancelled.

Preferred Stock Purchase Rights —Pursuant to the Section 382 Rights Plan, the Company has authorized and declared a dividend distribution of one Right for each outstanding share of Common Stock to stockholders of record as of the close of business on February 7, 2025 ("Record Date").

Subject to certain limitations, the Rights will be separate from the common stock and become exercisable following (1) the 10th business day (or such later date as may be determined by the Board) after the public announcement that a person or group of affiliated or associated persons (such person or group an "Acquiring Person") has acquired beneficial ownership of 4.99 % or more of the common stock or (2) the 10th business day (or such later date as may be determined by the Board) after a person or group announces a tender or exchange offer that would result in ownership by a person or group of 4.99 % or more of the common stock.

The date on which the Rights separate from the common stock and become exercisable is referred to as the "Distribution Date." Following the Distribution Date, each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series 1 Participating Preferred Stock of the Company at an exercise price of $ 17.00 (the “Exercise Price”), subject to adjustment.

Each one-thousandth of a share of Series 1 Preferred Stock will not be redeemable;

will be entitled to a quarterly dividend equal to the higher of $ 0.001 or an amount equal to the dividend paid on one share of common stock;

will be entitled upon a liquidation, dissolution or winding up of the Company to the higher of $ 1 or the per share amount distributed to Common Stock in such transaction;

will have the same voting power per share of common stock and generally vote together with the common stock;

and will be entitled to receive in a merger, consolidation or similar transaction of the Company the per share consideration payable to common stock in such transaction.

Dividends — No dividends were declared during the years ended December 31, 2024 and 2023.

Our Credit Agreement limits our ability to declare and pay dividends.

See Note 11 for additional disclosures.

STOCK-BASED COMPENSATION

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The 2022 Omnibus Equity Award Plan was amended and restated to, among other things, increase the number of shares of common stock authorized for issuance as equity awards under the plan by 2.9 million shares.

The Company has previously granted restricted stock and PSUs to certain employees and directors pursuant to the 2012

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Omnibus Equity Award Plan and the 2022 Omnibus Equity Award Plan and will continue to grant restricted stock and PSUs to certain employees and directors pursuant to the 2022 Omnibus Equity Award Plan, as Amended and Restated.

The Company has previously granted restricted stock and PSUs to certain employees and directors pursuant to the 2012 Omnibus Equity Award Plan and the 2022 Omnibus Equity Award Plan and will continue to grant restricted stock and PSUs to certain employees and directors pursuant to the 2022 Omnibus Equity Award Plan, as Amended and Restated.

The Company also offers an Employee Stock Purchase Plan.

The Company recorded total stock-based compensation expense of $ 1.8 million and $ 6.1 million during the three and nine month periods ended September 30, 2024, respectively, and $ 2.2 million and $ 7.7 million during the three and nine month periods ended September 30, 2023.

At September 30, 2024, there was $ 9.6 million of unrecognized compensation expense related to unvested awards, which is expected to be recognized over a weighted-average period of approximately 0.9 years.

The Company recorded total stock-based compensation expense of $ 1.1 million and $ 2.1 million during the three-month periods ended March 31, 2025 and 2024, respectively.

At March 31, 2025, there was $ 8.0 million of unrecognized compensation expense related to unvested awards, which is expected to be recognized over a weighted-average period of approximately 1.1 years.

Restricted Stock— Restricted stock is granted to employees of the Company and its subsidiaries, and to non-employee members of the Company’s Board.

These shares are part of the compensation plan for services provided by the employees or Board members.

These shares are part of the compensation plan for services provided by the employees or Board

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The closing price of the Company’s stock on the date of grant is used to determine the fair value of the grants.

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Vesting occurs over one year for Board members and over three years for employees.

A summary of the status of restricted stock awards as of September 30, 2024 and 2023 and the changes during the periods then ended is presented below:

Three Months Ended September 30, 2024 Three Months Ended September 30, 2023

Shares Weighted- Average Fair Value at Grant Date Shares Weighted- Average Fair Value at Grant Date

Non-vested at beginning of the period 2,982,437 $ 3.52 2,574,925 $ 4.82

Granted 196,000 $ 2.11 307,174 $ 3.57

Forfeited ( 121,509 ) $ 3.88 ( 289,002 ) $ 5.45

Vested ( 219,696 ) $ 4.01 ( 360,325 ) $ 4.09

Non-vested at end of period 2,837,232 $ 3.37 2,232,772 $ 4.69

Expected to vest 2,837,232 $ 3.37 2,232,772 $ 4.69

Nine Months Ended September 30, 2024 Nine Months Ended September 30, 2023

A summary of the status of restricted stock awards as of March 31, 2025 and 2024 and the changes during the periods then ended is presented below:

Three Months Ended March 31, 2025 Three Months Ended March 31, 2024

Shares Weighted- Average Fair Value at Grant Date Shares Weighted- Average Fair Value at Grant Date

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There was no cash flow impact resulting from the grants.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

A summary of the status of PSUs as of September 30, 2024 and 2023 and the changes during the periods then ended is presented below:

Three Months Ended September 30, 2024 Three Months Ended September 30, 2023

Shares Weighted- Average Fair Value at

Grant Date Shares Weighted- Average Fair Value at

A summary of the status of PSUs as of March 31, 2025 and 2024 and the changes during the periods then ended is presented below:

Three Months Ended March 31, 2025 Three Months Ended March 31, 2024

Weighted- Average Fair Value at

Grant Date Shares (2)

Weighted- Average Fair Value at

Non-vested at beginning of the period 1,420,665 $ 3.55 1,616,962 $ 4.52

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Expected to vest 1,051,309 $ 2.90 1,579,491 $ 3.50

Nine Months Ended September 30, 2024 Nine Months Ended September 30, 2023

Shares Weighted- Average Fair Value at

Grant Date Shares Weighted- Average Fair Value at

Non-vested at beginning of the period 1,616,962 $ 4.52 2,086,932 $ 3.48

960,000 $ 2.54 1,412,715 $ 5.54

Forfeited (2)

( 283,782 ) $ 4.80 ( 592,703 ) $ 5.14

Vested ( 779,402 ) $ 3.99 ( 1,418,850 ) $ 3.54

Non-vested at end of period 1,513,778 $ 3.50 1,488,094 $ 4.71

Expected to vest 1,513,778 $ 3.50 1,488,094 $ 4.71

(1) PSUs granted during the nine months ended September 30, 2023 includes 587,587 additional PSUs related to the bookings achievement for the performance period ended December 31, 2022.

(2) PSUs forfeited during the nine months ended September 30, 2024 includes 230,291 PSUs related to the bookings achievement for the performance period ended December 31, 2023.

(1) PSUs forfeited during the first quarter of 2025 includes 152,284 PSUs forfeited related to the bookings achievement for the performance period ended December 31, 2024.

(2) PSUs forfeited during the first quarter of 2024 relate to the bookings achievement for the performance period ended December 31, 2023.

Employee Stock Purchase Plan— On March 11, 2020 the Company's Board of Directors adopted an Employee Stock Purchase Plan ("ESPP").

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The ESPP provides eligible employees the opportunity to purchase shares of the Company's common stock through payroll deductions during six-month offering periods.

The purchase price per share of common stock is 85 % of the lower of the closing stock price on the first or last trading day of each offering period.

The purchase price per share of common stock is 85 % of the lower of the closing stock price on the first or last

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

trading day of each offering period.

The offering periods are January 1 to June 30 and July 1 to December 31.

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Individual employee purchases are limited to $ 25,000 per calendar year, based on the fair market value of the shares on the purchase date.

No shares were issued during the three months ended September 30, 2024 and 2023.

During the nine months ended September 30, 2024 and 2023, 81,874 and 45,374 shares, respectively, were issued under the plan.

The Company’s effective tax rate was ( 91 )% and 139 % for the three and nine months ended September 30, 2024, respectively, and 43 % and ( 47 )% for the three and nine months ended September 30, 2023, respectively.

As of March 31, 2025, 162,250 shares were eligible for purchase under the ESPP.

No shares were issued under the ESPP during the three months ended March 31, 2025 and 2024.

The Company’s effective tax rate was 1 % and 300 % for the three months ended March 31, 2025 and 2024, respectively.

The following items caused the effective rate to differ from the statutory rate:

• Tax expense of $ 0.1 million and $ 2.0 million during the three and nine months ended September 30, 2024, respectively, and tax benefits of $ 0.4 million during the nine months ended September 30, 2023, from the tax impacts of share-based compensation awards.

• Tax expense of $ 0.2 million during the nine months ended September 30, 2024, from state taxes related to research and development expenditures.

• Tax benefits of $ 0.4 million during the nine months ended September 30, 2023, from research tax credits.

• Tax expense of $ 0.1 million during the three months ended September 30, 2023, from deduction limitations on executive compensation.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

• Tax expense of $ 0.1 million during the three months ended September 30, 2023, from a valuation allowance related to the impairment of an investment.

• Tax expense of $ 0.5 million and $ 1.8 million during the three months ended March 31, 2025 and 2024, respectively, from the tax impacts of share-based compensation awards.

• Tax expense of $ 1.8 million during the three months ended March 31, 2025, from nondeductible impairment charges.

• Tax expense of $ 0.2 million during the three months ended March 31, 2024, from state taxes related to research and development expenditures.

EARNINGS PER SHARE

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The following is a calculation of basic and diluted earnings per share and weighted-average shares outstanding (in thousands, except per share amounts):

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Net income (loss) $ ( 200 ) $ 1,010 $ ( 769 ) $ 1,343

Three Months Ended March 31,

Net loss $ ( 9,351 ) $ ( 1,512 )

Weighted-average shares outstanding—basic 45,505 44,210

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Weighted-average shares outstanding—diluted 45,505 44,210

Basic earnings (loss) per share $ — $ 0.02 $ ( 0.02 ) $ 0.03

Diluted earnings (loss) per share $ — $ 0.02 $ ( 0.02 ) $ 0.03

Basic loss per share $ ( 0.21 ) $ ( 0.03 )

Diluted loss per share $ ( 0.21 ) $ ( 0.03 )

Dilutive shares issuable from unvested equity awards (1)

Anti-dilutive shares issuable from unvested equity awards (2)

3,271 1,961 3,325 2,217

(1) During each of the three and nine months ended September 30, 2024, 0.4 million shares were excluded from the computation of shares contingently issuable upon exercise as we recognized a net loss.

(1) During each of the three months ended March 31, 2025 and 2024, 0.7 million and 0.6 million shares, respectively, were excluded from the computation of shares contingently issuable upon exercise as we recognized a net loss.

(2) Represents outstanding stock-based awards that were anti-dilutive and excluded from the calculation of diluted earnings per share.

SEGMENT INFORMATION

In connection with the organizational restructuring, as described in note 5, the Company changed its reportable segments to reflect the current operating structure.

Accordingly, prior periods have been recast to reflect the current segment presentation.

Management has organized its reportable segments based upon our internal management reporting and information provided to the chief operating decision maker "CODM" after the restructuring was completed.

The Company previously reported one segment, Tech-focused.

Information previously reported in the Tech-focused segment has been separated into ClearanceJobs ("CJ") and Dice, and the Company has two reportable segments:

ClearanceJobs and Dice.

ClearanceJobs is an online career community dedicated to connecting security-cleared professionals with employers in a secure and private environment to fill the jobs that safeguard our nation.

Authorized U.S.

government contractors, federal

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

agencies, national laboratories and universities utilize ClearanceJobs to find candidates with specific, active or current security clearance requirements in a range of disciplines.

The platform provides opportunities for employers and candidates to engage in real-time through messaging and live video, and for employers to promote differentiators through a multitude of branding products and features.

Dice is a destination for technology and engineering talent in the United States to find relevant job opportunities.

The job postings available on Dice, from both technology and non-technology companies across many industries, include positions for software engineers, big data professionals, systems administrators, database specialists, project managers, and a variety of other technology and engineering professionals.

Corporate includes general overhead not directly consumed by the segments such as interest expense, public company costs, compensation of certain executives and other professional fees.

Corporate assets include all cash and cash equivalents, income tax related assets, and certain prepaid public company costs.

The Company has included additional disclosures regarding significant expenses regularly provided to our CODM.

The Company’s CODM is the Company’s Chief Executive Officer, Art Zeile.

Given the restructuring from one to two segments, the measure of segment profit or loss has changed from consolidated net income to Adjusted EBITDA.

The CODM uses Adjusted EBITDA to allocate resources to each segment, predominately through a budgeting and forecasting process.

The CODM utilizes segment revenue, operating expenses and Adjusted EBITDA when making decisions about resource allocations.

Resource allocation decisions include, among other things, investing in product development, sales and marketing, employee compensation, and stockholder programs.

All operations are in the United States and the Company does not have revenues and long-lived assets, which includes fixed assets and lease right of use assets, outside of the United States.

The CODM is not provided assets in evaluating the results of the segments, and therefore, such information is not provided, except capital expenditures.

The accounting policies of each segment are the same as those described in Note 1 of the notes to the consolidated financial statements.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table provides an analysis of results by reportable segment (in thousands):

Three Months Ended March 31, 2025 Three Months Ended March 31, 2024

By Reportable Segment:

CJ Dice Total CJ Dice Total

Revenues $ 13,377 $ 18,924 $ 32,301 $ 13,005 $ 23,020 $ 36,025

Adjusted cost of revenues 1,783 3,492 1,487 3,390

Adjusted product development 1,301 2,276 1,089 3,709

Adjusted sales 2,025 4,365 2,223 5,291

Adjusted marketing 1,622 3,029 1,687 3,497

Adjusted general and administrative 941 2,334 1,060 2,139

Adjusted EBITDA (1)

5,705 3,428 9,133 5,459 4,994 10,453

Reconciling Items:

Depreciation (3)

Restructuring 2,270 —

Impairment of goodwill (4)

Severance, professional fees and related costs, and non-cash stock based compensation 2,208 2,144

Income from equity method investment ( 64 ) ( 134 )

Impairment of investment — 400

Interest expense and other 660 946

Unallocated amounts:

Other corporate expenses 2,152 1,884

Income (loss) before income taxes $ ( 9,477 ) $ 757

Capital Expenditures (2)

$ 362 $ 1,674 $ 2,036 $ 682 $ 2,995 $ 3,677

(1) Excludes deduction for other corporate expenses.

(2) Other segment disclosures as required by ASC 280.

(3) Depreciation was $ 0.7 million and $ 3.3 million for ClearanceJobs and Dice, respectively, for the three months ended March 31, 2025.

Depreciation was $ 0.7 million and $ 3.8 million for ClearanceJobs and Dice, respectively, for the three months ended March 31, 2024.

(4) Impairment of goodwill related entirely to the Dice reportable segment.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements