What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-08-06 compared with 2025-05-12 · 213 added, 110 removed, 499 unchanged (39% of the section changed)

52 unchanged sentences

(in thousands, except per share amounts)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Revenue $ 32,027 $ 35,833 $ 64,328 $ 71,858

9 unchanged sentences

Operating income (loss) ( 1,265 ) 2,003 ( 10,546 ) 3,972

Income from equity method investment 64 134

Income (loss) from equity method investment ( 37 ) 168 27 302

Impairment of investment — — — ( 400 )

2 unchanged sentences

Income tax expense (benefit) ( 1,080 ) 383 ( 1,206 ) 2,652

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

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

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

Net income (loss) $ ( 841 ) $ 943 $ ( 10,592 ) $ ( 569 )

Basic earnings (loss) per share $ ( 0.02 ) $ 0.02 $ ( 0.23 ) $ ( 0.01 )

Diluted earnings (loss) per share $ ( 0.02 ) $ 0.02 $ ( 0.23 ) $ ( 0.01 )

Weighted-average basic shares outstanding 45,354 44,569 45,429 44,386

4 unchanged sentences

(in thousands)

Three Months Ended March 31,

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

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net income (loss) $ ( 841 ) $ 943 $ ( 10,592 ) $ ( 569 )

Other comprehensive income (loss):

Foreign currency translation adjustment 18 31 ( 15 ) 53

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

Comprehensive income (loss) $ ( 823 ) $ 974 $ ( 10,607 ) $ ( 516 )

See accompanying notes to the condensed consolidated financial statements.

17 unchanged sentences

Balance at March 31, 2025 — $ — — $ — 81,832 $ 820 271,205 33,550 $ ( 191,225 ) $ 22,730 $ ( 32 ) $ 103,498

Net loss ( 841 ) ( 841 )

Other comprehensive loss - translation adjustments 18 18

Stock-based compensation 1,535 1,535

Restricted stock issued 933 9 ( 9 ) —

Restricted stock forfeited or withheld to satisfy tax obligations ( 33 ) — — 9 ( 19 ) ( 19 )

Performance-Based Restricted Stock Units forfeited or withheld to satisfy tax obligations ( 4 ) — — 3 ( 7 ) ( 7 )

Purchase of treasury stock under stock repurchase plan 865 ( 1,769 ) ( 1,769 )

Issuance of common stock upon ESPP purchase 54 1 80 81

Balance at June 30, 2025 — $ — — $ — 82,782 $ 830 272,811 34,427 $ ( 193,020 ) $ 21,889 $ ( 14 ) $ 102,496

Preferred Stock Common Stock Additional

12 unchanged sentences

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

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

See accompanying notes to the condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from (used in) operating activities:

26 unchanged sentences

Purchase of treasury stock related to vested restricted and performance stock units ( 1,495 ) ( 1,633 )

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

Proceeds from issuance of common stock through ESPP 81 145

Net cash flows used in financing activities ( 5,849 ) ( 4,488 )

Net change in cash for the period ( 920 ) ( 1,251 )

11 unchanged sentences

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-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.

Operating results for the three and six-month periods ended June 30, 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.

2 unchanged sentences

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-month period ended March 31, 2025.

There have been no significant changes in the Company’s assumptions regarding critical accounting estimates during the three and six-month periods ended June 30, 2025.

NEW ACCOUNTING STANDARDS

15 unchanged sentences

• Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations, in which all significant inputs are observable in active markets.

• 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

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

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.

13 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

ClearanceJobs $ 13,626 $ 13,528 $ 27,003 $ 26,533

2 unchanged sentences

(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.

Career events have been reclassified between ClearanceJobs and Dice based on the nature of the event for the periods ended June 30, 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 ASC Topic 606 - Revenue from Contracts with Customers (in thousands):

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

As of June 30, 2025 As of December 31, 2024

Receivables $ 17,733 $ 22,120

8 unchanged sentences

Contract liabilities increase due to customer billings and are decreased as performance obligations are satisfied under the contracts.

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

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three Months Ended

March 31, 2025 March 31, 2024

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 Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Revenue recognized in the period from:

10 unchanged sentences

RESTRUCTURING

In May 2023, the Company announced an organizational restructuring intended to streamline its operations, drive business objectives, reduce operating expenses and improve operating margins.

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 $ 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.

In July 2024, the Company announced an 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 %.

2 unchanged sentences

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.

This restructuring included 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 substantially all was paid during the six months ended June 30, 2025.

In June 2025, the Company announced an additional 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.

As a result of the restructuring, the Company recognized a charge of $ 4.2 million during the second quarter of 2025 related to severance costs, of which $ 0.2 million was paid during the period.

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

6 unchanged sentences

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

For the Three Months Ended March 31,

For the Three Months Ended June 30, For the Six Months Ended June 30,

2025 2024 2025 2024

Operating lease cost (1)

$ 418 $ 442 $ 843 $ 836

Sublease income $ — $ ( 30 ) $ — $ ( 30 )

Total lease cost $ 418 $ 412 $ 843 $ 806

(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 Three Months Ended March 31,

For the Six Months Ended June 30,

Cash paid for amounts included in measurement of lease liabilities:

Operating cash flows from operating leases $ 1,109 $ 739

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

Operating leases $ 119 $ 2,930

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Operating lease right-of-use-assets (as reported) $ 6,029 $ 6,518

9 unchanged sentences

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

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):

No impairment was recorded during the three and six month periods ended June 30, 2025 and 2024.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2025, future operating lease payments were as follows (in thousands):

Operating Leases

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

July 1, 2025 through December 31, 2025 $ 1,105

2030 and thereafter 4,858

2 unchanged sentences

Total $ 9,902

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

As of June 30, 2025 the Company has no operating or finance leases that have not yet commenced.

eFinancialCareers

1 unchanged sentence

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.

The Company's investment in eFC was recorded at $ 1.8 million as of each of June 30, 2025 and December 31, 2024.

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.

9 unchanged sentences

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 $ 0.1 million for each of the three-month periods ended March 31, 2025 and 2024.

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 approximately zero for each of the three and six month periods ended June 30, 2025 and recorded $ 0.2 million and $ 0.3 million for the three and six month periods ended June 30, 2024, respectively.

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.

1 unchanged sentence

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 were substantially similar to shares purchased by a 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

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

6 unchanged sentences

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 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

The Company's ownership of the investment, on a fully diluted basis, as of June 30, 2025 is less than 0.10 %.

At June 30, 2025, the Company held preferred stock representing a 6.6 % interest in the fully diluted shares of a tech skills assessment company.

The investment is recorded at zero as of June 30, 2025 and December 31, 2024.

The Company recorded no gain or loss related to the investment during the three and six-month periods ended June 30, 2025 and 2024.

ACQUIRED INTANGIBLE ASSETS, NET

As of June 30, 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.

Considering the recognition of the Dice brand, its long history, awareness in the talent acquisition and staffing services market, and the intended use, the remaining useful life of the Dice trademarks and brand name was determined to be indefinite.

3 unchanged sentences

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-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.

3 unchanged sentences

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

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

The projections utilized in the October 1, 2024 analysis included increasing revenues at rates approximating industry growth projections.

The Company’s ability to achieve these revenue projections may be impacted by, among other things, uncertainty related to demand for technology professionals, 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 Dice trademarks and brand name are not achieved, the Company could realize an impairment in a future period.

There were no indicators of impairment for the Dice trademarks and brand name for the three month period ended June 30, 2025.

Therefore, no quantitative impairment test was performed as of June 30, 2025.

No impairment was recorded during the three and six month periods ended June 30, 2025 and 2024.

Goodwill as of June 30, 2025 and December 31, 2024, was $ 120.3 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.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

2 unchanged sentences

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.

Subsequent to the issuance of the condensed consolidated financial statements for the period ended March 31, 2025, the Company identified an error in the goodwill impairment charge recorded in the Dice reporting unit during the quarter ended March 31, 2025.

The total impairment charge for the period ending March 31, 2025 was understated by $ 0.4 million.

Management has evaluated quantitative and qualitative factors for this misstatement and has concluded it was not material to the prior period.

The Company will also correct previously reported financial information for such immaterial errors in future filings.

The Dice projections utilized in the organizational restructuring impairment test included increasing revenues at rates approximating industry growth projections.

The Company’s ability to achieve these revenue projections may be impacted by, among other things, demand for technology professionals, 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 Dice reporting unit are not achieved, the Company could realize an impairment in a future period.

It is reasonably possible that changes in judgments, assumptions and estimates the Company made in assessing the fair value of goodwill could cause the Company to consider some portion or all of the goodwill of the Dice reporting unit to become impaired.

In addition, a future decline in the overall market conditions, demand for technology professionals, and/or changes in the Company’s market share could negatively impact the estimated future cash flows and discount rates used to determine the fair value of the reporting unit and could result in an impairment charge in the foreseeable future.

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

1 unchanged sentence

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

There were no indicators of impairment for the ClearanceJobs and Dice reporting units for the three month period ended June 30, 2025.

Therefore, no quantitative impairment test was performed as of June 30, 2025.

No impairment was recorded during the three month period ended June 30, 2025 and the three and six month periods ended June 30, 2024.

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

5 unchanged sentences

Impairment — — ( 7,800 ) ( 7,800 )

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

Goodwill at June 30, 2025 $ — $ 97,431 $ 22,869 $ 120,300

(1) Date of organizational restructuring.

2 unchanged sentences

(collectively, the “Borrowers”), entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”), which matures in June 2027.

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.

The Credit Agreement provides for a

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

Borrowings under the Credit Agreement denominated in U.S.

3 unchanged sentences

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 March 31, 2025 and December 31, 2024 were in U.S.

All borrowings as of June 30, 2025 and December 31, 2024 were in U.S.

The facility may be prepaid at any time without penalty.

9 unchanged sentences

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

As of June 30, 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.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The amounts borrowed as of June 30, 2025 and December 31, 2024 are as follows (dollars in thousands):

2025 December 31,

9 unchanged sentences

Commitment fee 0.35 % 0.35 %

(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.

(1) In connection with the Credit Agreement, as of June 30, 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.

2 unchanged sentences

There are no scheduled principal payments until maturity of the Credit Agreement in June 2027.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

COMMITMENTS AND CONTINGENCIES

14 unchanged sentences

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

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

February 2025 to February 2026 (1)

4 unchanged sentences

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

As of June 30, 2025 the value of shares that may yet be purchased under the current plan was $ 2.5 million.

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Shares repurchased 865,585 — 1,177,351 —

Average purchase price per share (1)

$ 2.06 $ — $ 2.09 $ —

Dollar value of shares repurchased (in thousands) (1)

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

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

$ 1,786 $ — $ 2,459 $ —

(1) Dollar value of shares repurchased and average price paid per share include costs associated with the repurchases and totaled $ 17,000 and $ 24,000 for the three and six-month periods ended June 30, 2025, respectively.

There were no share repurchases during the three and six-month periods ended June 30, 2024.

There were no unsettled share repurchases as of June 30, 2025 and June 30, 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.

The Company remits the value, which is based on the closing share

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Shares repurchased upon restricted stock/PSU vesting 11,529 18,780 585,775 665,068

Average purchase price per share $ 2.26 $ 2.24 $ 2.55 $ 2.49

$ 2.56 $ 2.49

Dollar value of shares repurchased upon restricted stock/PSU vesting (in thousands) $ 26 $ 42 $ 1,495 $ 1,653

3 unchanged sentences

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.

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 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.

2 unchanged sentences

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.

7 unchanged sentences

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.

and will be entitled to

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 six-month periods ended June 30, 2025 and 2024.

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

9 unchanged sentences

The Company also offers an Employee Stock Purchase Plan.

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.

The Company recorded total stock-based compensation expense of $ 1.5 million and $ 2.6 million during the three and six month periods ended June 30, 2025, respectively, and $ 2.2 million and $ 4.3 million during the three and six month periods ended June 30, 2024, respectively.

At June 30, 2025, there was $ 7.7 million of unrecognized compensation expense related to unvested awards, which is expected to be recognized over a weighted-average period of approximately 1.0 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

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

3 unchanged sentences

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 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

A summary of the status of restricted stock awards as of June 30, 2025 and 2024 and the changes during the periods then ended is presented below:

Three Months Ended June 30, 2025 Three Months Ended June 30, 2024

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

5 unchanged sentences

Expected to vest 2,902,507 $ 2.55 2,982,437 $ 3.52

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Six Months Ended June 30, 2025 Six Months Ended June 30, 2024

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

Non-vested at beginning of the period 2,672,564 $ 3.39 2,333,436 $ 4.55

Granted 1,777,287 $ 2.14 1,661,739 $ 2.53

Forfeited ( 426,264 ) $ 3.21 ( 55,002 ) $ 3.73

Vested ( 1,121,080 ) $ 3.65 ( 957,736 ) $ 4.31

Non-vested at end of period 2,902,507 $ 2.55 2,982,437 $ 3.52

Expected to vest 2,902,507 $ 2.55 2,982,437 $ 3.52

PSUs —PSUs are granted to employees of the Company and its subsidiaries.

4 unchanged sentences

There was no cash flow impact resulting from the grants.

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

A summary of the status of PSUs as of June 30, 2025 and 2024 and the changes during the periods then ended is presented below:

Three Months Ended June 30, 2025 Three Months Ended June 30, 2024

Shares Weighted- Average Fair Value at

Grant Date Shares Weighted- Average Fair Value at

Non-vested at beginning of the period 1,051,309 $ 2.90 1,579,491 $ 3.50

Forfeited ( 12,964 ) $ 2.64 ( 22,923 ) $ 3.52

Vested ( 5,627 ) $ 3.46 ( 12,222 ) $ 3.56

Non-vested at end of period 1,032,718 $ 2.90 1,544,346 $ 3.50

Expected to vest 1,032,718 $ 2.90 1,544,346 $ 3.50

Six Months Ended June 30, 2025 Six Months Ended June 30, 2024

Weighted- Average Fair Value at

11 unchanged sentences

The ESPP was approved by the Company's stockholders on April 21, 2020.

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

The ESPP provides eligible

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

trading day of each offering period.

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

1 unchanged sentence

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

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.

As of June 30, 2025, 108,021 shares were eligible for purchase under the ESPP.

During each of the three and six months periods ended June 30, 2025, 54,229 shares were issued under the plan.

During each of the three and six month periods ended June 30, 2024, 81,874 shares were issued under the plan.

The Company’s effective tax rate was 56 % and 10 % for the three and six months ended June 30, 2025, respectively, and 29 % and 127 % for the three and six months ended June 30, 2024, respectively.

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

• 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.

• Tax expense of $ 0.1 million and $ 0.6 million during the three and six months ended June 30, 2025, respectively, and $ 0.1 million and $ 1.9 million during the three and six months ended June 30, 2024, respectively, from the tax impacts of share-based compensation awards.

• A tax benefit of $ 0.4 million during the three and six months ended June 30, 2025, respectively, from the completion of a federal tax examination related to research credits.

• Tax expense of $ 1.9 million during the six months ended June 30, 2025, from nondeductible impairment charges.

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

On July 4, 2025, the legislation commonly known as the One Big Beautiful Bill Act (“OBBBA”) was signed into law.

Based on the enactment date, the tax impacts of OBBBA are not included in the Company’s financial statements for the six months ended June 30, 2025.

The Company is currently evaluating the impacts of the OBBBA provisions on the Company’s financial position, results of operations and cash flows.

EARNINGS PER SHARE

2 unchanged sentences

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 March 31,

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

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net income (loss) $ ( 841 ) $ 943 $ ( 10,592 ) $ ( 569 )

Weighted-average shares outstanding—basic 45,354 44,569 45,429 44,386

1 unchanged sentence

Weighted-average shares outstanding—diluted 45,354 45,037 45,429 44,386

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

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

Basic earnings (loss) per share $ ( 0.02 ) $ 0.02 $ ( 0.23 ) $ ( 0.01 )

Diluted earnings (loss) per share $ ( 0.02 ) $ 0.02 $ ( 0.23 ) $ ( 0.01 )

Dilutive shares issuable from unvested equity awards (1)

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

(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.

1,994 3,497 2,492 3,201

(1) During the three and six months ended June 30, 2025, 0.3 million and 0.4 million shares, respectively, were excluded from the computation of shares contingently issuable upon exercise as we recognized a net loss.

During the six months ended June 30, 2024, 0.5 million shares 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.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

In connection with the organizational restructuring in the first quarter of 2025, 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.

5 unchanged sentences

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.

government contractors, federal 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.

4 unchanged sentences

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.

The Company’s CODM is the Company’s Chief Executive Officer.

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

5 unchanged sentences

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

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

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

Three Months Ended June 30, 2025 Three Months Ended June 30, 2024

By Reportable Segment:

11 unchanged sentences

Restructuring 4,216 —

Severance, professional fees and related costs, and non-cash stock based compensation 1,782 2,383

Income (loss) from equity method investment 37 ( 168 )

Interest expense and other 619 845

Unallocated amounts:

Other corporate expenses 1,747 1,814

Income (loss) before income taxes $ ( 1,921 ) $ 1,326

Capital Expenditures (2)(4)

$ 306 $ 1,594 $ 1,900 $ 659 $ 2,565 $ 3,224

(1) Excludes deduction for other corporate expenses.

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

(3) Depreciation was $ 0.9 million and $ 2.9 million for ClearanceJobs and Dice, respectively, for the three months ended June 30, 2025.

Depreciation was $ 0.7 million and $ 3.9 million for ClearanceJobs and Dice, respectively, for the three months ended June 30, 2024.

(4) Consists of capitalized website development and software costs as provided to the CODM.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Six Months Ended June 30, 2025 Six Months Ended June 30, 2024

By Reportable Segment:

CJ Dice Total CJ Dice Total

Revenues $ 27,003 $ 37,325 $ 64,328 $ 26,533 $ 45,325 $ 71,858

Adjusted cost of revenues 3,444 6,945 3,036 6,975

Adjusted product development 2,517 4,197 2,262 7,264

Adjusted sales 4,137 8,466 4,268 10,155

Adjusted marketing 3,174 5,810 3,388 6,726

Adjusted general and administrative 1,954 4,310 2,163 4,382

Adjusted EBITDA (1)

11,777 7,597 19,374 11,416 9,823 21,239

Reconciling Items:

Depreciation (3)

Restructuring 6,486 —

Impairment of goodwill (4)

10 unchanged sentences

(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.

(3) Depreciation was $ 1.6 million and $ 6.2 million for ClearanceJobs and Dice, respectively, for the six months ended June 30, 2025.

Depreciation was $ 1.3 million and $ 7.7 million for ClearanceJobs and Dice, respectively, for the three months ended June 30, 2024.

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

(5) Consists of capitalized website development and software costs as provided to the CODM.

SUBSEQUENT EVENT

On July 31, 2025, the Company purchased substantially all of the assets and assumed substantially all of the liabilities of Agile Onboarding, LLC.

The purchase price is estimated at $ 2.0 million including an up-front payment of $ 1.5 million and another $ 0.5 million that may be earned within two years of the purchase date upon satisfaction of certain performance criteria.

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