What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-10 compared with 2025-08-06 · 194 added, 125 removed, 407 unchanged (44% of the section changed)

2 unchanged sentences

See also our consolidated financial statements and the notes thereto and the section entitled “Note Concerning Forward-Looking Statements” in our Annual Report on Form 10-K for the year ended December 31, 2024.

Information contained herein contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

Table of Conte n t s

1934, as amended.

You should not place undue reliance on those statements because they are subject to numerous uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control.

9 unchanged sentences

changes in the recruiting and career services business and technologies, and the development of new products and services;

macroeconomic conditions, including government shutdowns;

the impact of initiatives to restructuring or streamlining government agencies, such as DOGE;

the risk that AI models will reduce demand for technology professionals in the workforce;

failure to develop and maintain our reputation and brand recognition;

42 unchanged sentences

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures" for definitions of these measures as well as reconciliations to the mostly directly comparable GAAP measure.

We are a provider of software products, online tools and services that deliver career marketplaces to candidates and employers in the United States.

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DHI is a provider of software products, online tools and services that deliver career marketplaces to candidates and employers in the United States.

DHI’s brands, ClearanceJobs and Dice, enable recruiters and hiring managers to efficiently search, match and connect with highly skilled technologists in specialized fields, particularly technology and active government security clearance.

16 unchanged sentences

The tables below detail this customer data.

As of June 30, Increase (Decrease) Percent

As of September 30, Increase (Decrease) Percent

Recruitment Package Customers:

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Average Annual Revenue per Recruitment Package Customer (1)

Three months ended June 30, Six months ended June 30,

Three months ended September 30, Nine months ended September 30,

2025 2024 Increase (Decrease) Percent

4 unchanged sentences

The simple average of each month is used to derive the amount for each period and then annualized to reflect 12 months.

ClearanceJobs had 1,868 recruitment package customers as of June 30, 2025 compared to 2,009 as of June 30, 2024, a decrease of 7%, and average annual revenue per recruitment package customer increased $1,751, or 7%, from the prior year quarter.

ClearanceJobs had 1,822 recruitment package customers as of September 30, 2025 compared to 1,982 as of September 30, 2024, a decrease of 8%, and average annual revenue per recruitment package customer increased $1,839, or 7%, from the prior year quarter.

The increased revenue per recruitment package customer for ClearanceJobs was due to continued high demand for professionals with government security clearance and consistent product releases and enhancements driving activity on the site, along with lower renewals for its smaller customers.

The lower customer count was due to lower renewals for ClearanceJobs' smaller customers as uncertainty continued around the timing and amount of federal defense contracting.

Dice had 4,365 recruitment

package customers as of June 30, 2025, which was a decrease of 666, or 13%, and average annual revenue per recruitment package customer for Dice decreased by $860, or 5%, from the prior year quarter.

Dice had 4,239 recruitment package customers as of September 30, 2025, which was a decrease of 629, or 13%, and average annual revenue

Table of Conte n t s

per recruitment package customer for Dice decreased by $603, or 4%, from the prior year quarter.

The decrease in recruitment package customers and revenue per recruitment package customer was due to macroeconomic conditions causing customer counts and renewal rates to decline.

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(1) Backlog consists of deferred revenue plus customer contractual commitments not invoiced representing the value of future services to be rendered under committed contracts.

Backlog at June 30, 2025 decreased $3.6 million from December 31, 2024 and decreased $2.5 million from June 30, 2024.

The decrease in backlog compared to both December 31, 2024 and June 30, 2024 was due to macroeconomic conditions causing lower demand for the Company's services.

Backlog at September 30, 2025 decreased $10.5 million from December 31, 2024 and decreased $9.2 million from September 30, 2024.

The decrease in backlog compared to both December 31, 2024 and September 30, 2024 was due to macroeconomic conditions causing lower demand for the Company's services and the decrease from December 31, 2024 was also due to the seasonality of contracting with customers.

Our contracts are subject to delay or default and contracts in the Company's backlog are subject to changes in the scope of services to be provided as well as adjustments to the costs relating to the applicable contracts.

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Product Releases

ClearanceJobs Expanded Multi-Factor Authentication, ClearanceJobs Live Enhancements, Candidate Experience Personalization ClearanceJobs Live, ClearanceJobs Pulse Newsfeed

Dice Technologist Dashboard, Easy Post for SmartRecruiters ATS, Candidate Home Feed Redesign Dice Recruiter App, Easy Post Integration, Discover Companies, TopResume Integration, Dice Privacy & Trust Center

ClearanceJobs Expanded Multi-Factor Authentication, ClearanceJobs Live Enhancements, Candidate Experience Personalization, AgileATS, Premium Candidate Experience ClearanceJobs Live, ClearanceJobs Pulse Newsfeed

Dice Technologist Dashboard, Easy Post for SmartRecruiters ATS, Candidate Home Feed Redesign, Dice Digital Experience Platform, Enhanced My Jobs Dice Recruiter App, Easy Post Integration, Discover Companies, TopResume Integration, Dice Privacy & Trust Center

Other material factors that may affect our results of operations include our ability to attract qualified professionals that become engaged with our websites and our ability to attract customers with relevant job opportunities.

The more qualified professionals

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that use our websites, the more attractive our websites become to employers and advertisers, which in turn makes them more likely to become our customers, resulting positively on our results of operations.

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Marketing expenditures primarily consist of online advertising, brand promotion and lead generation to employers and job seekers.

Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024

Three Months Ended June 30, Increase (Decrease) Percent

Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024

Three Months Ended September 30, Increase (Decrease) Percent

(in thousands, except percentages)

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(1) We had previously 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.

For the three months ended June 30, 2025, we experienced a decrease in revenue of $3.8 million, or 11%, as compared to the three months ended June 30, 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.

For the three months ended September 30, 2025, we experienced a decrease in revenue of $3.2 million, or 9%, as compared to the three months ended September 30, 2024.

Revenues for ClearanceJobs increased $0.1 million, or 1%, as compared to the same period in 2024.

Continued demand for professionals with government clearance and consistent product releases and enhancements drove the small increase despite continued uncertainty around government contracting and defense spending.

Revenue at Dice decreased $3.9 million, or 18%, compared to the same period in 2024 due to macroeconomic conditions continuing to drive lower renewal rates, lower new business activity and lower activity with Dice's non-annual products.

Revenue at Dice decreased $3.3 million, or 15%, compared to the same period in 2024 due to macroeconomic conditions continuing to drive lower renewal rates and lower new business activity.

Cost of Revenue

Three Months Ended June 30, Increase (Decrease) Percent

Three Months Ended September 30, Increase (Decrease) Percent

(in thousands, except percentages)

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Dice 2,871 3,574 (703) (20) %

Other corporate expenses — 66 (66) (100) %

Other corporate expenses — — — n.m.

Total cost of revenue $ 4,589 $ 5,068 $ (479) (9) %

1 unchanged sentence

Cost of revenue decreased $0.5 million, or 9% from the prior year.

The ClearanceJobs segment increased $0.1 million with costs approximating the prior year period.

The Dice segment decreased $0.1 million primarily due to a decrease of $0.4 million in compensation related costs, primarily due to lower headcount, partially offset by an increase of $0.2 million in operational costs, including professional fees, and $0.1 million of lower capitalized labor, which increases expense .

The ClearanceJobs segment increased $0.2 million primarily due to an increase of $0.2 million in compensation related costs, primarily due to headcount.

The Dice segment decreased $0.7 million primarily due to a decrease of $0.7 million in compensation related costs, primarily due to lower headcount .

Table of Conte n t s

Product Development Expenses

Three Months Ended June 30, Increase (Decrease) Percent

Three Months Ended September 30, Increase (Decrease) Percent

(in thousands, except percentages)

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Dice 1,527 3,604 (2,077) (58) %

Other corporate expenses 1 — 1 n.m.

Other corporate expenses — 29 (29) (100) %

Total product development $ 2,877 $ 4,776 $ (1,899) (40) %

Percentage of revenue 9.0 % 13.5 %

Product development expenses decreased $1.6 million, or 34% from the same period for the prior year.

The ClearanceJobs segment was substantially flat with costs approximating the prior year period.

The Dice segment decreased $1.6 million primarily due to $2.5 million of lower compensation related costs, primarily due to lower headcount, partially offset by $0.9 million of lower capitalized labor, which increases expense.

Product development expenses decreased $1.9 million, or 40% from the same period of the prior year.

The ClearanceJobs segment increased $0.2 million due to an increase in compensation related costs, primarily headcount.

The Dice segment decreased $2.1 million primarily due to $3.3 million of lower compensation related costs, primarily due to lower headcount, and a decrease of $0.2 million in operational costs, including consulting fees and software subscriptions.

The decrease was partially offset by $1.4 million of lower capitalized labor, which increases expense.

Other corporate expenses was substantially flat with costs approximating the prior year period.

Sales and Marketing Expenses

Three Months Ended June 30, Increase (Decrease) Percent

Three Months Ended September 30, Increase (Decrease) Percent

(in thousands, except percentages)

2 unchanged sentences

Dice 5,350 7,853 (2,503) (32) %

Other corporate expenses — 180 (180) n.m.

Other corporate expenses — 1 (1) (100) %

Total sales and marketing $ 9,082 $ 11,585 $ (2,503) (22) %

1 unchanged sentence

Sales and marketing expenses decreased $2.5 million, or 22% from the same period for the prior year.

The ClearanceJobs segment decreased by $0.1 million with costs approximating the prior year period.

The Dice segment decreased by $1.2 million, of which $1.0 million was due to lower compensation related costs, primarily related to lower headcount, and $0.3 million was due to lower discretionary marketing costs.

Other corporate expenses decreased $0.2 million from the prior year, primarily due to compensation related costs in the prior year period that did not recur this period.

The ClearanceJobs segment was flat with costs approximating the prior year period.

The Dice segment decreased by $2.5 million, of which $1.9 million was due to lower compensation related costs, primarily related to lower headcount, $0.4 million was due to lower discretionary marketing costs, and $0.2 million was due to lower operational costs, including consulting fees and travel.

Other corporate expenses was substantially flat with costs approximating the prior year period.

General and Administrative Expenses

Three Months Ended June 30, Increase (Decrease) Percent

Three Months Ended September 30, Increase (Decrease) Percent

(in thousands, except percentages)

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The ClearanceJobs segment decreased $0.1 million due to a decrease in compensation related costs, primarily stock-based compensation.

The Dice segment decrease of $0.6 million driven by a $0.3 million decrease in operational costs, including professional fees and bad debt expense, and by a $0.2 million decrease in compensation related costs, primarily stock-based compensation.

Other corporate expenses increased $0.1 million and included a a $0.5 million increase in operational costs, including professional fees, partially offset by a $0.4 million decrease in compensation related costs, primarily stock-based compensation.

Three Months Ended June 30, Increase (Decrease) Percent

The Dice segment decrease of $0.6 million was driven by a $0.5 million decrease in compensation related costs, primarily stock-based compensation.

Other corporate expenses was substantially flat with costs approximating the prior year period.

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Three Months Ended September 30, Increase (Decrease) Percent

(in thousands, except percentages)

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Depreciation expense decreased $1.2 million, or 26%, compared to the same period in 2024.

The ClearanceJobs segment increased $0.2 million driven by depreciation related to capitalized development costs.

The ClearanceJobs segment was substantially flat with costs approximating the prior year period.

The Dice segment decreased $1.2 million as fixed asset purchases, which are primarily comprised of capitalized development costs, have declined.

Three Months Ended September 30, Increase (Decrease) Percent

(in thousands, except percentages)

ClearanceJobs $ 126 $ — $ 126 — %

Dice — — — n.m.

Other corporate expenses — — — n.m.

Total Amortization $ 126 $ — $ 126 — %

Percentage of revenue 0.4 % — %

Amortization expense increased $0.1 million compared to the same period in 2024 as $1.6 million of definite lived intangible assets were acquired by ClearanceJobs in the third quarter of 2025.

See Note 9 to the condensed consolidated financial statements included elsewhere in this report for additional information.

Restructuring

Three Months Ended June 30, Increase (Decrease) Percent

Three Months Ended September 30, Increase (Decrease) Percent

(in thousands, except percentages)

2 unchanged sentences

Dice — — — n.m.

Other corporate expenses — 1,111 (1,111) (100) %

Total Restructuring $ — $ 1,111 $ (1,111) (100)%

Percentage of revenue — % 3.1 %

During the three months ended September 30, 2024, the Company recorded a restructuring charge of $1.1 million, which included a reduction of the Company’s then-current workforce by approximately 7%.

Table of Conte n t s

Impairment of Intangible Assets

Three Months Ended September 30, Increase (Decrease) Percent

(in thousands, except percentages)

Impairment of intangible assets

ClearanceJobs $ — $ — $ — n.m.

Dice 9,600 — 9,600 — %

Other corporate expenses — — — n.m.

Total Restructuring $ 4,216 $ — $ 4,216 n/a

Total impairment of intangible assets $ 9,600 $ — $ 9,600 n.m.

Percentage of revenue 29.9 % — %

During the three months ended June 30, 2025, the Company recorded a restructuring charge of $4.2 million intended to streamline its operations, drive business objectives, reduce operating expenses and improve operating margins.

During the three months ended September 30, 2025, the Company recorded a $9.6 million loss related to the impairment of intangible assets in the Dice segment.

See Note 9 to the condensed consolidated financial statements included elsewhere in this report for additional information.

Operating Income (Loss)

Three Months Ended June 30, Increase (Decrease) Percent

Three Months Ended September 30, Increase (Decrease) Percent

(in thousands, except percentages)

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Operating margin (14.0) % 1.8 %

Operating loss for the three months ended June 30, 2025 was $1.3 million, a negative margin of 3.9%, compared to operating income of $2.0 million, a positive margin of 5.6%, for the same period in 2024, a decrease of $3.3 million.

The decrease in operating income and percentage margin was driven by lower revenues and the restructuring charge, partially offset by lower product development and sales and marketing expenses.

Operating loss for the three months ended September 30, 2025 was $4.5 million, a negative margin of 14.0%, compared to operating income of $0.6 million, a positive margin of 1.8%, for the same period in 2024, a decrease of $5.1 million.

The decrease in operating income and percentage margin was driven by lower revenues and the impairment of intangible assets, partially offset by lower operating expenses in the Dice segment due to the restructuring in the second quarter of 2025 and the restructuring charge in the third quarter of 2024 that did not recur.

Income from Equity Method Investment

Three Months Ended June 30, Increase (Decrease) Percent

Three Months Ended September 30, Increase (Decrease) Percent

(in thousands, except percentages)

1 unchanged sentence

Percentage of revenue 0.2 % 0.1 %

The Company recorded approximately zero and $0.2 million, respectively, of income related to its proportionate share of eFinancialCareer's net income for the three months ended June 30, 2025 and 2024.

The Company records its proportionate

share of eFinancialCareer's net income three months in arrears.

The Company recorded approximately $0.1 million and was zero, respectively, of income related to its proportionate share of eFinancialCareer's net income for the three months ended September 30, 2025 and 2024.

The Company records its proportionate share of eFinancialCareer's net income three months in arrears.

See Note 7 to the condensed consolidated financial statements included elsewhere in this report for additional information.

Interest Expense and Other

Three Months Ended June 30, Increase (Decrease) Percent

Three Months Ended September 30, Increase (Decrease) Percent

(in thousands, except percentages)

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Interest expense and other decreased $0.1 million, or 19%, from the prior year, due to lower debt outstanding and lower interest rates on our revolving credit facility during the current period.

Three Months Ended June 30,

Table of Conte n t s

Three Months Ended September 30,

(in thousands, except

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

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

Income tax expense (benefit) (772) 95

Effective tax rate 15.3 % (90.5) %

The effective tax rate for the three months ended June 30, 2025, differed from the statutory rate due to tax expense of $0.1 million from the tax impacts of share-based compensation awards and a tax benefit of $0.4 million from the completion of a federal tax examination related to research credits.

The tax rate for the three months ended June 30, 2024, differed from the statutory rate due to tax expense of $0.1 million from the tax impacts of share-based compensation awards.

The effective tax rate for the three months ended September 30, 2025, differed from the statutory rate due to tax expense of $0.4 million from deduction limitations on executive compensation.

The tax rate for the three months ended September 30, 2024, differed from the statutory rate due to tax expense of $0.1 million from the tax impacts of share-based compensation awards.

Earnings (Loss) per Share

Three Months Ended June 30,

Three Months Ended September 30,

(in thousands, except

per share amounts)

Net income (loss) $ (841) $ 943

Net loss $ (4,269) $ (200)

Weighted-average shares outstanding - basic 44,823 44,873

Weighted-average shares outstanding - diluted 44,823 44,873

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

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

Diluted earnings (loss) per share was $(0.02) and $0.02 for the three months ended June 30, 2025 and 2024, respectively.

Basic loss per share $ (0.10) $ —

Diluted loss per share $ (0.10) $ —

Diluted loss per share was $0.10 and flat for the three months ended September 30, 2025 and 2024, respectively.

The decrease was driven by lower operating income, as described above, partially offset by an income tax benefit.

Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024

Six Months Ended June 30, Increase (Decrease) Percent

Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024

Nine Months Ended September 30, Increase (Decrease) Percent

(in thousands, except percentages)

4 unchanged sentences

(1) We had previously 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.

We experienced a decrease in revenue of $7.5 million, or 10% during the six month period ended June 30, 2025 as compared to the six month period ended June 30, 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.

We experienced a decrease in revenue of $10.7 million, or 10% during the nine month period ended September 30, 2025 as compared to the nine month period ended September 30, 2024.

Revenue at ClearanceJobs increased by $0.6 million, or 1%, as compared to the same period in 2024.

1 unchanged sentence

Revenue at Dice decreased by $11.3 million, or 17%, compared to the prior year due to macroeconomic conditions continuing to drive lower renewal rates, lower new business activity and lower activity with Dice's non-annual products.

Table of Conte n t s

Cost of Revenue

Six Months Ended June 30, Increase (Decrease) Percent

Nine Months Ended September 30, Increase (Decrease) Percent

(in thousands, except percentages)

5 unchanged sentences

Percentage of revenue 15.6 % 14.1 %

Cost of revenue increased $0.4 million, or 4% from the prior year period.

The ClearanceJobs segment increased $0.4 million due to a $0.2 million increase in compensation related costs and $0.1 million in marketing event costs.

The Dice segment was approximately flat with the prior year period.

Dice compensation related costs decreased $0.4 million due to lower headcount, which was offset by increases in other operational costs, primarily professional fees.

Cost of revenue decreased $0.1 million, or 1%, from the prior year period.

The ClearanceJobs segment increased $0.6 million due to a $0.4 million increase in compensation related costs, a $0.4 million increase in contractor costs, and a $0.2 million increase in discretionary marketing expenses.

The ClearanceJobs increase was partially offset by a $0.3 million decrease in operational costs, primarily web hosting.

The Dice segment decreased $0.7 million compared to the prior year period due to a $1.5 million decrease in compensation related costs, primarily headcount and commissions, which was partially offset by a decrease of $0.5 million driven by lower capitalized labor, which increases expense, and a $0.3 million increase in operational costs, primarily consulting and contractor costs.

Product Development Expenses

Six Months Ended June 30, Increase (Decrease) Percent

Nine Months Ended September 30, Increase (Decrease) Percent

(in thousands, except percentages)

2 unchanged sentences

Dice 5,724 10,868 (5,144) (47) %

Other corporate expenses 215 — 215 n.m.

Other corporate expenses 215 29 186 641 %

Total product development $ 9,857 $ 14,303 $ (4,446) (31) %

1 unchanged sentence

Product development decreased $4.4 million, or 31%, from the prior year period.

The ClearanceJobs segment increased $0.3 million driven by lower capitalized labor of $0.3 million, which increases operating expense, and a $0.2 million increase in operational costs, primarily from consulting fees, partially offset by a $0.2 million decrease in compensation related costs from lower headcount.

The Dice segment decreased $3.1 million primarily due to lower compensation related costs due to lower

The ClearanceJobs segment increased $0.5 million driven by lower capitalized labor of $0.2 million, which increases operating expense and a $0.2 million increase in operational costs, primarily from consulting and travel.

The Dice segment decreased $5.1 million primarily due to lower compensation related costs of $8.1 million due to lower headcount and a decrease of $0.3 million in operational costs, primarily consulting and software subscriptions, partially offset by lower capitalized labor of $3.2 million, which increases expense.

Other corporate expenses increased $0.2 million due to compensation related costs that did not occur in the prior year period.

Sales and Marketing Expenses

Six Months Ended June 30, Increase (Decrease) Percent

Nine Months Ended September 30, Increase (Decrease) Percent

(in thousands, except percentages)

6 unchanged sentences

Sales and marketing expenses decreased $5.6 million, or 15% from the prior year period.

The ClearanceJobs segment decreased $0.3 million driven by lower compensation related costs due to lower headcount, partially offset by higher commissions.

The Dice segment decreased $2.6 million driven by lower compensation related costs of $1.8 million, due to lower headcount, a $0.6 million decrease in discretionary marketing expenses, and a $0.2 million decrease in operational costs, including consulting and credit card fees.

The ClearanceJobs segment decreased $0.3 million driven by lower compensation related costs of $0.8 million due to lower headcount, partially offset by higher commissions of $0.4 million.

The Dice segment decreased $5.1 million driven by lower compensation related costs of $3.6

Table of Conte n t s

million due to lower headcount, a $0.9 million decrease in discretionary marketing expenses, and a $0.6 million decrease in operational costs, including consulting, travel and credit card fees.

General and Administrative Expenses

Six Months Ended June 30, Increase (Decrease) Percent

Nine Months Ended September 30, Increase (Decrease) Percent

(in thousands, except percentages)

7 unchanged sentences

The ClearanceJobs segment decreased $0.4 million driven by lower compensation related costs, primarily stock-based compensation and lower headcount.

The Dice segment decreased $0.5 million due to a $0.3 million decrease in compensation related costs, primarily stock-based compensation, and a $0.2 million decrease in operational costs, primarily collection fees and software subscriptions.

Six Months Ended June 30, Increase (Decrease) Percent

The Dice segment decreased $1.0 million due to a $0.8 million decrease in compensation related costs, primarily stock-based compensation, and a $0.3 million decrease in operational costs, primarily software subscriptions and consulting.

Nine Months Ended September 30, Increase (Decrease) Percent

(in thousands, except percentages)

5 unchanged sentences

Depreciation expense decreased $2.5 million, or 18%, compared to the same period in 2024.

The ClearanceJobs segment increased $0.3 million driven by depreciation related to capitalized development costs.

The ClearanceJobs segment increased $0.3 million driven by depreciation related to capitalized development costs, which are recorded as fixed assets.

The Dice segment decreased by $2.7 million as fixed asset purchases, which are primarily comprised of capitalized development costs, have declined.

Nine Months Ended September 30, Increase (Decrease) Percent

(in thousands, except percentages)

ClearanceJobs $ 126 $ — $ 126 — %

Dice — — — n.m.

Other corporate expenses — — — n.m.

Total amortization $ 126 $ — $ 126 — %

Percentage of revenue 0.1 % — %

Amortization expense increased $0.1 million compared to the same period in 2024 as $1.6 million of definite lived intangible assets were acquired by ClearanceJobs in the third quarter of 2025.

See Note 9 to the condensed consolidated financial statements included elsewhere in this report for additional information.

Table of Conte n t s

Restructuring

Six Months Ended June 30, Increase (Decrease) Percent

Nine Months Ended September 30, Increase (Decrease) Percent

(in thousands, except percentages)

Restructuring

ClearanceJobs $ 372 $ — $ 372 — %

Dice 3,844 — 3,844 — %

Other corporate expenses 2,270 1,111 1,159 104 %

Total restructuring $ 6,486 $ 1,111 $ 5,375 n.m.

Percentage of revenue 6.7 % 1.0 %

During the nine months ended September 30, 2025, the Company recorded restructuring charges of $6.5 million, which were intended to streamline operations, drive business objectives, reduce operating expenses and improve operating margins.

During the nine months ended September 30, 2024, the Company recorded a restructuring charge of $1.1 million, which included a reduction of the Company’s then-current workforce by approximately 7%.

Impairment of Intangible Assets

Nine Months Ended September 30, Increase (Decrease) Percent

(in thousands, except percentages)

Impairment of intangible assets

ClearanceJobs $ — $ — $ — n.m.

Dice 3,844 — 3,844 n.m.

Dice 9,600 — 9,600 — %

Other corporate expenses — — — n.m.

Total restructuring $ 6,486 $ — $ 6,486 n.m.

Total impairment of intangible assets $ 9,600 $ — $ 9,600 n.m.

Percentage of revenue 10.0 % — %

During the six months ended June 30, 2025, the Company recorded restructuring charges of $6.5 million, intended to streamline its operations, drive business objectives, reduce operating expenses and improve operating margins.

During the nine months ended September 30, 2025, the Company recorded a $9.6 million loss related to the impairment of intangible assets in the Dice segment.

See note 9 to the condensed consolidated financial statements included elsewhere in this report for additional information.

Impairment of Goodwill

Six Months Ended June 30, Increase (Decrease) Percent

Nine Months Ended September 30, Increase (Decrease) Percent

(in thousands, except percentages)

1 unchanged sentence

ClearanceJobs $ — $ — $ — n.m.

Dice 7,800 — 7,800 n.m.

Dice 7,800 — 7,800 — %

Other corporate expenses — — — n.m.

1 unchanged sentence

Percentage of revenue 8.1 % — %

During the six months ended June 30, 2025, the Company recorded a $7.8 million loss related to the impairment of goodwill in the Dice segment.

During the nine months ended September 30, 2025, the Company recorded a $7.8 million loss related to the impairment of goodwill in the Dice segment.

See note 10 to the condensed consolidated financial statements included elsewhere in this report for additional information.

Table of Conte n t s

Operating Income

Six Months Ended June 30, Increase (Decrease) Percent

Nine Months Ended September 30, Increase (Decrease) Percent

(in thousands, except percentages)

Revenue $ 96,451 $ 107,141 $ (10,690) (10) %

Operating income (10,546) 3,972 (14,518) (366) %

Operating income (loss) (15,033) 4,599 (19,632) (427) %

Operating margin (15.6) % 4.3 %

Operating loss for the six months ended June 30, 2025 was $10.5 million, a negative margin of 16.4%, compared to operating income of $4.0 million, a positive margin of 5.5%, for the same period in 2024, a decrease of $14.5 million.

The decrease in operating income and lower percentage margin was primarily driven by lower revenues, the restructuring charges, and goodwill impairment, partially offset by lower product development and sales and marketing expense.

Operating loss for the nine months ended September 30, 2025 was $15.0 million, a negative margin of 15.6%, compared to operating income of $4.6 million, a positive margin of 4.3%, for the same period in 2024, a decrease of $19.6 million.

The decrease in operating income and lower percentage margin was primarily driven by lower revenues, the restructuring charges, and impairments, partially offset by lower product development and sales and marketing expense.

Income from Equity Method Investment

Six Months Ended June 30, Decrease Percent Change

Nine Months Ended September 30, Increase (Decrease) Percent Change

(in thousands, except percentages)

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Percentage of revenue 0.1 % 0.3 %

During the six month periods ended June 30, 2025 and 2024, the Company recorded approximately zero and $0.3 million, respectively, of income related to its proportionate share of eFinancialCareer's net income.

During the nine months ended September 30, 2025 and 2024, the Company recorded $0.1 million and $0.3 million, respectively, of income related to its proportionate share of eFinancialCareer's net income.

The Company records its proportionate share of eFC's net income three months in arrears.

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Impairment of Investment

Six Months Ended June 30, Decrease Percent

Nine Months Ended September 30, Increase (Decrease) Percent

(in thousands, except percentages)

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Percentage of revenue — % 0.4 %

During the six month period ended June 30, 2024, the Company recognized loss of $0.4 million related to the impairment of an investment.

During the nine month period ended September 30, 2024, the Company recognized a loss of $0.4 million related to the impairment of an investment.

See Note 7 to the condensed consolidated financial statements included elsewhere in this report for additional information.

Interest Expense and Other

Six Months Ended June 30, Decrease Percent

Nine Months Ended September 30, Increase (Decrease) Percent

(in thousands, except percentages)

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Percentage of revenue 2.0 % 2.4 %

Interest expense and other decreased $0.5 million, or 29%, in the six month period ended June 30, 2025 compared to the same period in 2024, primarily due to lower debt outstanding and lower interest rates on our revolving credit facility during the current period.

Six Months Ended June 30,

Interest expense and other decreased $0.7 million, or 26%, in the nine month period ended September 30, 2025 compared to the same period in 2024, primarily due to lower debt outstanding and lower interest rates on our revolving credit facility during the current period.

Table of Conte n t s

Nine Months Ended September 30,

(in thousands, except

Income before income taxes $ (11,798) $ 2,083

Income (loss) before income taxes $ (16,839) $ 1,978

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

Effective tax rate 11.7 % 138.9 %

Our effective tax rate for the six months ended June 30, 2025, differed from the statutory rate due to tax expense of $0.6 million from the tax impacts of share-based compensation awards, tax expense of $1.9 million from nondeductible impairment charges, and a tax benefit of $0.4 million from the completion of a federal tax examination related to research credits.

The tax rate for the six months ended June 30, 2024, differed from the statutory rate due to tax expense of $1.9 million from the tax impacts of share-based compensation awards and $0.2 million from state taxes related to research and development expenditures.

Our effective tax rate for the nine months ended September 30, 2025, differed from the statutory rate due to tax expense of $0.6 million from the tax impacts of share-based compensation awards, tax expense of $1.9 million from nondeductible impairment charges, tax expense of $0.1 million from deduction limitations on executive compensation, and a tax benefit of $0.4 million from the completion of a federal tax examination related to research credits.

The tax rate for the nine months ended September 30, 2024, differed from the statutory rate due to tax expense of $2.0 million from the tax impacts of share-based compensation awards and $0.2 million from state taxes related to research and development expenditures.

Earnings (Loss) per Share

Three Months Ended June 30,

Nine Months Ended September 30,

(in thousands, except

per share amounts)

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

Net loss $ (14,861) $ (769)

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

Weighted-average shares outstanding - diluted 45,224 44,550

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

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

Diluted earnings (loss) per share was $(0.23) and $0.01 for the six months ended June 30, 2025 and 2024, respectively.

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

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

Diluted loss per share was $0.33 and $0.02 for the nine months ended September 30, 2025 and 2024, respectively.

The decrease was driven by lower operating income, partially offset by an income tax benefit, as described above.

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Non-GAAP Financial Measures

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• Other companies in our industry may calculate Adjusted EBITDA and Adjusted EBITDA Margin differently than we do, limiting their usefulness as comparative measures.

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To compensate for these limitations, management evaluates our liquidity by considering the economic effect of excluded expense items independently, as well as in connection with its analysis of cash flows from operations and through the use of other financial measures, such as capital expenditure budget variances, investment spending levels and return on capital analysis.

Adjusted EBITDA and Adjusted EBITDA Margin are not measurements of our financial performance under GAAP and should not be considered as an alternative to revenue, operating income, net income, net income margin, cash provided by operating activities, or any other performance measures derived in accordance with GAAP as a measure of our profitability or liquidity.

A reconciliation of Adjusted EBITDA for the six months ended June 30, 2025 and 2024 follows (in thousands):

Six Months Ended June 30,

A reconciliation of Adjusted EBITDA for the nine months ended September 30, 2025 and 2024 follows (in thousands):

Nine Months Ended September 30,

Reconciliation of Net Loss to Adjusted EBITDA:

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Depreciation 11,107 13,584

Amortization 126 —

Non-cash stock-based compensation 3,883 6,118

Income from equity method investment (87) (325)

Impairment of investment — 400

Impairment of intangible assets 9,600 —

Impairment of goodwill 7,800 —

Impairment of investment — 400

Severance, professional fees and related costs 1,779 748

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Adjusted EBITDA $ 25,748 $ 26,160

A reconciliation of Adjusted EBITDA Margin for the six months ended June 30, 2025 and 2024 follows (in thousands):

Six Months Ended June 30,

A reconciliation of Adjusted EBITDA Margin for the nine months ended September 30, 2025 and 2024 follows (in thousands):

Nine Months Ended September 30,

Revenue $ 96,451 $ 107,141

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(1) Net income margin and Adjusted EBITDA Margin are calculated by dividing the respective measure by that period's revenue.

Table of Conte n t s

Liquidity and Capital Resources

A summary of our cash flows for the six months ended June 30, 2025 and 2024 follows (in thousands):

Six Months Ended June 30,

A summary of our cash flows for the nine months ended September 30, 2025 and 2024 follows (in thousands):

Nine Months Ended September 30,

Cash from operating activities $ 13,877 $ 16,676

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We have financed our operations primarily through cash provided by operating activities and borrowings under our revolving credit facility.

At June 30, 2025, we had cash of $2.8 million compared to $3.7 million at December 31, 2024.

At September 30, 2025, we had cash of $2.3 million compared to $3.7 million at December 31, 2024.

Our principal internal sources of liquidity are cash, as well as the cash flow that we generate from our operations.

In addition, we had $41.0 million in borrowing capacity under our $100.0 million Credit Agreement, as defined below, at June 30, 2025.

In addition, we had $49.0 million in borrowing capacity under our $100.0 million Credit Agreement, as defined below, at September 30, 2025.

Borrowings are subject to certain availability limits including our consolidated leverage ratio, which generally limits borrowings to 2.5 times annual Adjusted EBITDA levels, as defined in the Credit Agreement.

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Operating Activities

Cash flows from operating activities primarily consist of net income adjusted for certain non-cash items, including depreciation, amortization, changes in deferred tax assets and liabilities, stock-based compensation, income from equity method investments, gain or impairments on investments, impairments of goodwill, and the effect of changes in working capital.

Net cash flows from operating activities were $9.1 million and $11.2 million for the six-month periods ended June 30, 2025 and 2024, respectively.

Cash flows from operating activities primarily consist of net income adjusted for certain non-cash items, including depreciation, amortization, changes in deferred tax assets and liabilities, stock-based compensation, income from equity method investments, impairments, and the effect of changes in working capital.

Net cash flows from operating activities were $13.9 million and $16.7 million for the nine-month periods ended September 30, 2025 and 2024, respectively.

Cash inflow from operations is driven by earnings and is dependent on the amount and timing of payments to vendors and employees and billings to and cash collections from our customers.

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Investing Activities

Cash used in investing activities during the six-month period ended June 30, 2025 was $4.2 million compared to $7.9 million used in the same period of 2024.

Cash used in investing activities in the six-month period ended June 30, 2025 is primarily comprised of $3.9 million of capitalized development costs.

Cash used in investing activities in the six-month period ended June 30, 2024 is primarily comprised of $6.6 million of capitalized development costs and $1.0 million of costs associated with the Company's office space.

Cash used in investing activities during the nine-month period ended September 30, 2025 was $7.2 million compared to $11.1 million used in the same period of 2024.

Cash used in investing activities in the nine-month period ended September 30, 2025 is primarily comprised of $5.4 million of capitalized development costs and $1.4 million of payments for acquisition.

Cash used in investing activities in the nine-month period ended September 30, 2024 is primarily comprised of $9.8 million of capitalized development costs and $1.0 million of costs associated with the Company's office space.

Financing Activities

Cash used in financing activities during the six-month period ended June 30, 2025 was $5.8 million and was driven by $3.8 million related to share repurchases and $2.0 million of net payments on long-term debt.

Cash used in financing activities during the six-month period ended June 30, 2024 was $4.5 million and was driven by $3.0 million of net payments on long-term debt and $1.5 million related to share repurchases.

Cash used in financing activities during the nine-month period ended September 30, 2025 was $8.1 million and was driven by $6.1 million related to share repurchases and $2.0 million of net payments on long-term debt.

Cash used in financing activities during the nine-month period ended September 30, 2024 was $7.7 million and was driven by $6.0 million of net payments on long-term debt and $1.7 million related to share repurchases.

Table of Conte n t s

Critical Accounting Estimates

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(a wholly-owned subsidiary of the Company) and its wholly-owned subsidiary, Dice Career Solutions, Inc.,entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”), which matures in June 2027.

Under the Credit Agreement, we have a $100 million revolving credit facility, with an expansion option of $50 million, bringing the total facility to $150 million, with $ 30.0 million of borrowings on the facility at June 30, 2025.

The Company has $ 49.0 million available for future borrowings, subject to the terms of the Credit Agreement, which generally limits borrowings to 2.5 times annual Adjusted EBITDA levels.

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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.

Assuming an interest rate of 6.43 % (the rate in effect on June 30, 2025) on our current borrowings, interest payments are expected to be $1.0 million from July 1, 2025 to December 31, 2025, $1.9 million in 2026, and $1.0 million in 2027.

Assuming an interest rate of 6.66 % (the rate in effect on September 30, 2025) on our current borrowings, interest payments are expected to be $0.5 million from October 1, 2025 to December 31, 2025, $2.0 million in 2026, and $1.0 million in 2027.

The Credit Agreement contains various affirmative and negative covenants and also contains certain financial covenants, including a consolidated leverage ratio and a consolidated interest coverage ratio.

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.

Refer to Note 10 in the notes to the condensed consolidated financial statements included elsewhere in this report and Item 3.

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No leases include options to purchase the leased property.

As of June 30, 2025, the value of our lease right-of-use asset was $6.0 million and the value of our lease liability was $9.9 million.

As of September 30, 2025, the value of our lease right-of-use asset was $5.8 million and the value of our lease liability was $9.5 million.

See Note 6 to the condensed consolidated financial statements included elsewhere in this report for further information.

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Other Capital Requirements

As of June 30, 2025, we recorded approximately $0.7 million of unrecognized tax benefits as liabilities, and we are uncertain if or when such amounts may be settled.

As of September 30, 2025, we recorded approximately $0.8 million of unrecognized tax benefits as liabilities, and we are uncertain if or when such amounts may be settled.

Related to the unrecognized tax benefits considered permanent differences, we have also recorded a liability for potential penalties and interest.

Included in the balance of unrecognized tax benefits at June 30, 2025, are $0.7 million of tax benefits that would affect the effective tax rate if recognized.

Included in the balance of unrecognized tax benefits at September 30, 2025, are $0.8 million of tax benefits that would affect the effective tax rate if recognized.

The Company believes it is reasonably possible that as much as $0.2 million of its unrecognized tax benefits may be recognized in the next 12 months.

The Board approved a stock repurchase program that permits the Company to repurchase its common stock.

During the six months ended June 30, 2025, the company repurchased 0.9 million shares for $1.8 million.

As of June 30, 2025, the value of shares available to be purchased under the current plan was $2.5 million.

During the nine months ended September 30, 2025, the Company repurchased 1.9 million shares for $4.6 million.

As of September 30, 2025, the value of shares available to be purchased under the current plan was $0.4 million.

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

See Note 13 to the condensed consolidated financial statements included elsewhere in this report for further information.

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.

Table of Conte n t s

We anticipate capital expenditures for the fiscal year ending December 31, 2025 to be approximately $7 million to $8 million.

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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 2. Management’s Discussion and Analysis