What changed in this filing

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Item 1. Financial Statements

2025-11-10 compared with 2025-08-06 · 235 added, 146 removed, 566 unchanged (40% of the section changed)

3 unchanged sentences

(in thousands, except per share data)

September 30,

2025 December 31, 2024

37 unchanged sentences

Additional paid-in capital 274,097 270,122

Accumulated other comprehensive income (loss) ( 14 ) 1

Accumulated other comprehensive income 8 1

Accumulated earnings 17,620 32,481

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(in thousands, except per share amounts)

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

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

2025 2024 2025 2024

6 unchanged sentences

Depreciation 3,362 4,542 11,107 13,584

Amortization 126 — 126 —

Restructuring — 1,111 6,486 1,111

Impairment of intangible assets 9,600 — 9,600 —

Impairment of goodwill — — 7,800 —

1 unchanged sentence

Operating income (loss) ( 4,487 ) 627 ( 15,033 ) 4,599

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

Income from equity method investment 60 23 87 325

Impairment of investment — — — ( 400 )

2 unchanged sentences

Income tax expense (benefit) ( 772 ) 95 ( 1,978 ) 2,747

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 )

Net loss $ ( 4,269 ) $ ( 200 ) $ ( 14,861 ) $ ( 769 )

Basic loss per share $ ( 0.10 ) $ — $ ( 0.33 ) $ ( 0.02 )

Diluted loss per share $ ( 0.10 ) $ — $ ( 0.33 ) $ ( 0.02 )

Weighted-average basic shares outstanding 44,823 44,873 45,224 44,550

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(in thousands)

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

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

2025 2024 2025 2024

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

Net loss $ ( 4,269 ) $ ( 200 ) $ ( 14,861 ) $ ( 769 )

Other comprehensive income (loss):

Foreign currency translation adjustment 22 30 7 83

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

Comprehensive loss $ ( 4,247 ) $ ( 170 ) $ ( 14,854 ) $ ( 686 )

See accompanying notes to the condensed consolidated financial statements.

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

Net loss $ ( 4,269 ) ( 4,269 )

Other comprehensive loss - translation adjustments $ 22 22

Stock-based compensation 1,284 1,284

Restricted stock forfeited or withheld to satisfy tax obligations ( 184 ) $ ( 2 ) 2 63 $ ( 174 ) ( 174 )

Performance-Based Restricted Stock Units forfeited or withheld to satisfy tax obligations ( 17 ) $ — — —

Purchase of treasury stock under stock repurchase plan 741 $ ( 2,082 ) ( 2,082 )

Balance at September 30, 2025 — $ — — $ — 82,581 $ 828 $ 274,097 35,231 $ ( 195,276 ) $ 17,620 $ 8 $ 97,277

Preferred Stock Common Stock Additional

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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

See accompanying notes to the condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from (used in) operating activities:

2 unchanged sentences

Depreciation 11,107 13,584

Amortization 126 —

Deferred income taxes ( 1,187 ) ( 350 )

3 unchanged sentences

Impairment of investment — 400

Impairment of intangible assets 9,600 —

Impairment of goodwill 7,800 —

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Cash flows used in investing activities:

Payments for acquisition ( 1,400 ) —

Purchases of fixed assets ( 5,778 ) ( 11,146 )

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Payments under stock repurchase plan ( 4,517 ) —

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

Purchase of treasury stock related to taxes on vested restricted and performance stock units ( 1,669 ) ( 1,808 )

Proceeds from issuance of common stock through ESPP 81 145

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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 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.

Operating results for the three and nine-month periods ended September 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.

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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 six-month periods ended June 30, 2025.

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, 2025.

NEW ACCOUNTING STANDARDS

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

In September 2025, the FASB issued ASU No.

2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software ("ASU 2025-06").

ASU 2025-06 addresses stakeholder and investor concerns on the challenges of applying current internal-use software accounting requirements that do not specifically address software developed using modern incremental and iterative methods, which has led to diversity in practice in determining when to begin capitalizing software costs.

ASU 2025-06 requires software costs to be capitalized when management has authorized or committed to funding the software project, and it is probable that the project will be completed and software will be used to perform the function intended.

The amendment removes all references to project development stages so that guidance is neutral to different software development methods.

The amendments in ASU 2025-06 are effective for annual and interim reporting periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of the adoption of ASU 2025-06 on the Company's financial statement disclosures.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FAIR VALUE MEASUREMENTS

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• 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.

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.

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REVENUE RECOGNITION

The Company recognizes revenue when control of the promised goods or services is transferred to our customers at an amount that reflects the consideration which we expect to receive in exchange for those goods or services.

The Company recognizes revenue when control of the promised goods or services is transferred to our customers at an amount that reflects the consideration that we expect to receive in exchange for those goods or services.

Revenue is recognized net of customer discounts ratably over the service period.

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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 June 30, Six Months Ended June 30,

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

2025 2024 2025 2024

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(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 June 30, 2025 and 2024.

Career events have been reclassified between ClearanceJobs and Dice based on the nature of the event for the periods ended September 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 June 30, 2025 As of December 31, 2024

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Receivables $ 16,102 $ 22,120

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

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Three Months Ended Nine Months Ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Revenue recognized in the period from:

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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.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

This included a reduction of the Company’s then 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 $ 2.5 million and $ 2.7 million was paid during the three and nine months ended September 30, 2025, respectively.

The remaining severance costs are expected to be substantially paid by March 31, 2026.

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

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We do not have any lease agreements with related parties.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

2025 2024 2025 2024

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

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

Cash paid for amounts included in measurement of lease liabilities:

3 unchanged sentences

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Operating lease right-of-use-assets (as reported) $ 5,772 $ 6,518

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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 six month periods ended June 30, 2025 and 2024.

If the carrying value exceeds the fair value, an

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

impairment loss is recorded.

No impairment was recorded during the three and nine-month periods ended September 30, 2025 and 2024.

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

Operating Leases

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

Oct 1, 2025 through December 31, 2025 $ 556

2030 and thereafter 4,858

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Total $ 9,489

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

As of September 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 $ 1.8 million as of each of June 30, 2025 and December 31, 2024.

The Company's investment in eFC was recorded at $ 1.9 million at September 30, 2025 and at $ 1.8 million at 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.

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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-month periods ended March 31, 2025 and 2024 was not significant.

Amortization expense during the three and nine-month periods ended September 30, 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 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.

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 and nine-month periods ended September 30, 2025 and of approximately zero and $ 0.3 million for the three and nine-month periods ended September 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.

The investment was recorded as a trading security at fair value and was recorded at $ 3.0 million as of December 31, 2021.

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

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.

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.

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

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To meet its financial obligations, the investment issued convertible debt at a price that indicated the value of the investment had declined.

As such, the Company revalued its investment to $ 0.4 million and accordingly, recognized an impairment loss of $ 0.3 million during the third quarter of 2023.

As a result, the Company revalued its investment to $ 0.4 million and accordingly, recognized an impairment loss of $ 0.3 million during the third quarter of 2023.

During the first quarter of 2024, the investment's financial position further deteriorated.

To meet its financial obligations, the investment issued additional convertible debt at a price that indicated the value of the investment had declined.

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 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.

To meet its financial obligations, the investment issued additional convertible debt at a price that indicated the value of the investment had declined and which brought the Company's ownership of the investment, on a fully diluted basis, to less than 0.10 %.

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

During the third quarter of 2025, the third party investor sold the assets of the business with no proceeds allocated to the preferred and common shareholders, including the Company.

At September 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 September 30, 2025 and December 31, 2024.

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

BUSINESS COMBINATION

On July 31, 2025, the Company's ClearanceJobs reportable segment acquired AgileATS, a leading applicant tracking system (ATS) purpose-built for government contractors and employers hiring security-cleared professionals.

The Company acquired certain assets, including AgileATS' ATS technology, and assumed certain liabilities of AgileATS.

The acquisition qualified as a business combination in accordance with ASC Topic 805, Business Combinations and, accordingly, total consideration was first allocated to the fair value of assets acquired as of the date of acquisition, including liabilities assumed, with the excess being recorded as goodwill.

For financial reporting purposes, goodwill is not amortized but rather evaluated for impairment as discussed in Note 10.

For income taxes, the recorded goodwill will be amortized over 15 years.

The Company acquired definite lived intangible assets related to the ATS technology and AgileATS tradename.

The technology was valued using the cost to recreate method.

This approach estimates the cost the Company would incur to develop a technology of comparable functionality.

The cost was adjusted for obsolescence based on the age of the software code, lack of recent investment, and estimated remaining life.

The AgileATS tradename was valued using the relief from royalty method.

This method estimates fair value based on the present value of the royalty payments that would have been incurred if the Company had to license the asset, in an arm's length transaction.

The valuation was based on revenue assumptions through December 31, 2030, a hypothetical royalty rate of 3.0 %, income taxes of 25.3 %, and a discount rate of 34.0 %.

The Company has assigned an estimated useful life of two years to the ATS technology and the ATS tradename.

Amortization expense for these intangible assets is recorded in amortization expense on the condensed consolidated statements of operations.

The recorded purchase price includes an estimation of the fair value of contingent obligations associated with potential earnout provisions, which is based on achieving certain new customer relationship targets.

Any subsequent changes in the fair value of contingent earnout liabilities will be recorded in the consolidated statement of operations when incurred.

Acquisition related costs of $ 0.2 million incurred in connection with the transaction are recorded in general and administrative expenses on the condensed consolidated statements of operations.

The table below provides a summary of the total consideration and the purchase price allocation made for the AgileATS business combination (in thousands):

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Purchase price consideration

Cash consideration paid $ 1,400

Fair value of contingent earnout consideration (1)(2)

Total purchase price consideration $ 1,897

Assets acquired

Intangible asset - AgileATS technology $ 1,510

Intangible asset - Tradename 90

Total assets acquired 1,600

Net working capital assumed (3)

(1) Includes a $ 0.5 million contingent earnout consideration, discounted to $ 0.4 million based on the probability of being achieved and a present value factor.

The contingent earnout consideration must be achieved no later than July 31, 2027.

(2) Includes a $ 0.1 million purchase price consideration holdback, which is payable in the third quarter of 2026, net of any contingency related items, as described in the Asset Purchase Agreement.

(3) Includes approximately $ 2,000 of receivables and $ 17,000 of liabilities.

(4) Calculated by taking the total purchase price consideration less the net assets acquired and liabilities assumed.

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.

Dice Trademarks and Brand Name

As of September 30, 2025 and December 31, 2024 the Company had an indefinite-lived acquired intangible asset of $ 14.2 million and $ 23.8 million, respectively, 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.

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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.

Fair values are determined using a profit allocation methodology which estimates the value of the trademarks and brand name by capitalizing the profits saved because the company owns the asset.

Fair values are determined using a relief from royalty rate methodology which estimates the value of the trademarks and brand name based on the amount of royalty income it could generate if it was licensed, in an arm's length transaction, to a third party.

We consider factors such as historical performance, anticipated market conditions, operating expense trends and capital expenditure requirements.

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

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

During the third quarter of 2025, because of the continuing impacts of tariffs, Department of Government Efficiency Workforce Optimization initiative (DOGE), and artificial intelligence (AI) models lowering the demand for technology professionals, when combined with the demand impacts of uncertainty surrounding the U.S.

federal budget in the third quarter, and the subsequent shut-down of the U.S.

government, the Company recorded an impairment charge of $ 9.6 million, reducing the carrying value of the Dice trademarks and brand name to $ 14.2 million.

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

The projections utilized in the October 1, 2025 analysis included lower revenues in the near term due to tariffs, DOGE initiatives, AI, and uncertainty surrounding the U.S.

government budget and then increasing revenues at rates approximating

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

AgileATS Technology

As discussed in Note 8, the Company recorded a $ 1.5 million definite lived intangible asset during the third quarter of 2025 related to the AgileATS technology.

The intangible asset is being amortized over its estimated remaining useful life of two years .

During each of the three and nine month-periods ended September 30, 2025, the Company recorded $ 0.1 million of amortization expense associated with the AgileATS technology.

The carrying amount at September 30, 2025 was $ 1.4 million.

AgileATS Tradename

As discussed in Note 8, the Company recorded a $ 0.1 million definite lived intangible asset during the third quarter of 2025 related to the AgileATS tradename.

The intangible asset is being amortized over its estimated remaining useful life of two years .

Amortization expense during the three and nine month-periods ended September 30, 2025 was insignificant.

The carrying amount at September 30, 2025 was $ 0.1 million.

Goodwill as of September 30, 2025 and December 31, 2024, was $ 120.6 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.

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The impairment test performed immediately after the allocation for the Dice reporting unit resulted in the Company recording an impairment charge of $ 7.8 million during the three month period ended 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.

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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.

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.

As discussed in Note 8, the Company recorded additional goodwill in the ClearanceJobs reporting unit during the third quarter of 2025 of $ 0.3 million related to its acquisition of AgileATS.

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

The Company’s ability to achieve the projections used in the annual impairment tests may be impacted by, among other things, general market conditions, competition in the technology recruiting market, challenges in developing and introducing new

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

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 annual impairment test for the ClearanceJobs and Dice reporting units performed as of October 1, 2025 resulted in the fair value of the reporting units being in excess of each respective carrying value.

As a result, the Company believes it is not more likely than not that the fair value of each reporting unit is less than each respective carrying value as of September 30, 2025.

Therefore, no impairment was recorded during the three month period ended September 30, 2025 and the three and nine month periods ended September 30, 2024.

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

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Impairment — — ( 7,800 ) ( 7,800 )

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

Business combination (2)

Goodwill at September 30, 2025 $ — $ 97,743 $ 22,869 $ 120,612

(1) Date of organizational restructuring.

(2) Represents goodwill recognized through the acquisition of AgileATS on July 31, 2025.

See Note 8 for further discussion.

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

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(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

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.

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.

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 June 30, 2025 and December 31, 2024 were in U.S.

All borrowings as of September 30, 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 June 30, 2025, the Company was in compliance with all of the financial covenants under the Credit Agreement.

As of September 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.

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

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

September 30,

2025 December 31,

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Commitment fee 0.40 % 0.35 %

(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.

(1) In connection with the Credit Agreement, as of September 30, 2025 and December 31, 2024, the Company had deferred financing costs of $ 0.7 million and accumulated amortization of $ 0.5 million as of September 30, 2025 and $ 0.4 million as of December 31, 2024, 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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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:

February 2025 to February 2026 (1)

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

February 2025 to October 2025 (1)

February 2023 to February 2024 (2)

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

(1) During October 2025, the Company completed the stock repurchase program approved in February 2025, bringing total authorized purchases under the plan to 2.1 million shares for $ 5.0 million.

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

As of September 30, 2025 the value of shares that may yet be purchased under the current plan was $ 0.4 million.

The Company completed such repurchases during October 2025.

In November 2025, the Company announced that its Board of Directors approved a stock repurchase program pursuant to which the Company may repurchase up to $ 5 million of its common stock through November 2026.

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

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

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

2025 2024 2025 2024

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$ 2,096 $ — $ 4,555 $ —

(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.

(1) Dollar value of shares repurchased and average price paid per share include costs associated with the repurchases and totaled $ 14,000 and $ 38,000 for the three and nine-month periods ended September 30, 2025, respectively.

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

There were no unsettled share repurchases as of September 30, 2025 and 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 14 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

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.

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 June 30, Six Months Ended June 30,

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

2025 2024 2025 2024

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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.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

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

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.

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 nine-month periods ended September 30, 2025 and 2024.

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

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The Company also offers an Employee Stock Purchase Plan.

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.

The Company recorded total stock-based compensation expense of $ 1.3 million and $ 3.9 million during the three and nine-month periods ended September 30, 2025, respectively, and $ 1.8 million and $ 6.1 million during the three and nine-month

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

periods ended September 30, 2024, respectively.

At September 30, 2025, there was $ 5.6 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.

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

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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 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

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

Three Months Ended September 30, 2025 Three Months Ended September 30, 2024

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

5 unchanged sentences

Expected to vest 2,527,336 $ 2.48 2,837,232 $ 3.37

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024

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

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The earned shares will then vest over a three year period, one-third on each of the first, second, and third anniversaries of the grant date, or if later, the date the Compensation Committee certifies the performance results with respect to the performance period.

There was no cash flow impact resulting from the grants.

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

There was no cash flow impact resulting from the grants of restricted stock and PSUs.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Three Months Ended September 30, 2025 Three Months Ended September 30, 2024

Shares Weighted- Average Fair Value at

5 unchanged sentences

Expected to vest 979,752 $ 2.91 1,513,778 $ 3.50

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

Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024

Weighted- Average Fair Value at

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

The ESPP provides eligible

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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.

2 unchanged sentences

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 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.

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

No shares were issued during the three months ended September 30, 2025 and 2024.

During the nine month periods ended September 30, 2025 and 2024, 54,229 and 81,874 shares, respectively, were issued under the plan.

The Company’s effective tax rate was 15 % and 12 % for the three and nine months ended September 30, 2025, respectively, and ( 91 )% and 139 % for the three and nine months ended September 30, 2024, respectively.

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

• 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.

• Tax expense of $ 0.6 million during the nine months ended September 30, 2025, and $ 0.1 million and $ 2.0 million during the three and nine months ended September 30, 2024, respectively, from the tax impacts of share-based compensation awards.

• A tax benefit of $ 0.4 million during the nine months ended September 30, 2025, from the completion of a federal tax examination related to research credits.

• Tax expense of $ 0.4 million and $ 0.1 million during the three and nine months ended September 30, 2025, respectively, from deduction limitations on executive compensation.

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

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

• Tax expense of $ 0.2 million during the nine months ended September 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.

The changes resulting from the tax provisions in OBBBA include accelerated tax deductions for qualified domestic research expenditures.

The Company expects a favorable cash flow impact in 2025 and 2026 from these changes.

However, the Company does not expect its effective tax rate to be materially impacted by OBBBA.

EARNINGS PER SHARE

1 unchanged sentence

Diluted EPS is computed based on the weighted-average number of shares of common stock outstanding plus common stock equivalents, where dilutive.

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 June 30, Six Months Ended June 30,

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

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

2025 2024 2025 2024

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

Net loss $ ( 4,269 ) $ ( 200 ) $ ( 14,861 ) $ ( 769 )

Weighted-average shares outstanding—basic 44,823 44,873 45,224 44,550

1 unchanged sentence

Weighted-average shares outstanding—diluted 44,823 44,873 45,224 44,550

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 )

Basic loss per share $ ( 0.10 ) $ — $ ( 0.33 ) $ ( 0.02 )

Diluted loss per share $ ( 0.10 ) $ — $ ( 0.33 ) $ ( 0.02 )

Dilutive shares issuable from unvested equity awards (1)

1 unchanged sentence

236 3,271 1,824 3,325

(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.

(1) During the three and nine months ended September 30, 2025, 1.2 million and 0.6 million shares, respectively, were excluded from the computation of shares contingently issuable upon exercise as we recognized a net loss.

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.

(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

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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.

The job postings available on Dice, from both technology and non-technology companies across many industries, include positions

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

for software engineers, big data professionals, systems administrators, database specialists, project managers, tech professionals with AI skills, 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.

Corporate assets include all cash, income tax related assets, investments, and certain prepaid and other assets.

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

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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.

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

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

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

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

Three Months Ended September 30, 2025 Three Months Ended September 30, 2024

By Reportable Segment:

10 unchanged sentences

Depreciation (3)

Amortization 126 —

Restructuring — 1,111

Impairment of intangible assets (4)

Severance, professional fees and related costs, and non-cash stock based compensation 1,672 2,339

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

Income from equity method investment ( 60 ) ( 23 )

Interest expense and other 614 755

1 unchanged sentence

Other corporate expenses 1,895 1,707

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

Loss before income taxes $ ( 5,041 ) $ ( 105 )

Capital Expenditures (2)(5)

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(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.

(3) Depreciation was $ 0.7 million and $ 2.7 million for ClearanceJobs and Dice, respectively, for the three months ended September 30, 2025.

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

(4) Impairment of intangible assets related to the Dice tradename.

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

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024

By Reportable Segment:

10 unchanged sentences

Depreciation (3)

11,107 13,584

Amortization 126 —

Restructuring 6,486 1,111

Impairment of goodwill (4)

Impairment of intangible assets (5)

Severance, professional fees and related costs, and non-cash stock based compensation 5,662 6,866

9 unchanged sentences

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

(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.

(3) Depreciation was $ 2.2 million and $ 8.9 million for ClearanceJobs and Dice, respectively, for the nine months ended September 30, 2025.

Depreciation was $ 2.0 million and $ 11.6 million for ClearanceJobs and Dice, respectively, for the nine months ended September 30, 2024.

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

(5) Impairment of intangible assets related to the Dice tradename.

(6) 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