DHI GROUP, INC. 10-Q

ITEM 1. Financial Statements DHI GROUP, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (in thousands, except per share data) September 30, 2025 December 31, 2024 ASSETS Current assets Cash $ 2,296 $ 3,702 Accounts receivable, net of allowance for credit losses of $ 1,312 and $ 1,691 16,102 22,120 Income taxes receivable 1,937 238 Prepaid and other current assets 3,590 3,593 Total current assets 23,925 29,653 Fixed assets, net 14,918 20,390 Capitalized contract costs 6,867 7,465 Operating lease right-of-use assets 5,772 6,518 Investments 1,922 1,827 Acquired intangible assets 15,674 23,800 Goodwill 120,612 128,100 Other assets 2,786 3,618 Total assets $ 192,476 $ 221,371 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable and accrued expenses $ 13,474 $ 16,154 Deferred revenue 40,714 44,934 Operating lease liabilities 1,732 1,625 Total current liabilities 55,920 62,713 Deferred revenue 268 522 Operating lease liabilities 7,757 8,995 Long-term debt 30,000 32,000 Deferred income taxes 182 1,369 Accrual for unrecognized tax benefits 751 1,060 Other long-term liabilities 321 387 Total liabilities 95,199 107,046 Commitments and contingencies (Note 12) Stockholders’ equity Convertible preferred stock, $ .01 par value, authorized 20,000 shares; no shares issued and outstanding — — Series 1 Participating Preferred Stock, 0.01 par value, authorized 240,000 shares; no shares issued and outstanding — — Common stock, $ .01 par value, authorized 240,000 ; issued: 82,581 and 80,881 shares, respectively; outstanding: 47,350 and 48,217 shares, respectively 828 811 Additional paid-in capital 274,097 270,122 Accumulated other comprehensive income 8 1 Accumulated earnings 17,620 32,481 Treasury stock, 35,231 and 32,664 shares, respectively ( 195,276 ) ( 189,090 ) Total stockholders’ equity 97,277 114,325 Total liabilities and stockholders’ equity $ 192,476 $ 221,371 See accompanying notes to the condensed consolidated financial statements. 2 Table of Contents DHI GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (in thousands, except per share amounts) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Revenue $ 32,123 $ 35,283 $ 96,451 $ 107,141 Operating expenses: Cost of revenue 4,589 5,068 15,069 15,145 Product development 2,877 4,776 9,857 14,303 Sales and marketing 9,082 11,585 30,751 36,302 General and administrative 6,974 7,574 20,688 22,097 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 — Total operating expenses 36,610 34,656 111,484 102,542 Operating income (loss) ( 4,487 ) 627 ( 15,033 ) 4,599 Income from equity method investment 60 23 87 325 Impairment of investment — — — ( 400 ) Interest expense and other ( 614 ) ( 755 ) ( 1,893 ) ( 2,546 ) Income (loss) before income taxes ( 5,041 ) ( 105 ) ( 16,839 ) 1,978 Income tax expense (benefit) ( 772 ) 95 ( 1,978 ) 2,747 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 Weighted-average diluted shares outstanding 44,823 44,873 45,224 44,550 See accompanying notes to the condensed consolidated financial statements. 3 Table of Contents DHI GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited) (in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Net loss $ ( 4,269 ) $ ( 200 ) $ ( 14,861 ) $ ( 769 ) Other comprehensive income (loss): Foreign currency translation adjustment 22 30 7 83 Comprehensive loss $ ( 4,247 ) $ ( 170 ) $ ( 14,854 ) $ ( 686 ) See accompanying notes to the condensed consolidated financial statements. 4 Table of Contents DHI GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (unaudited) (in thousands) Convertible Preferred Stock Series 1 Participating Preferred Stock Common Stock Additional Paid-in Capital Treasury Stock Accumulated Earnings Accumulated Other Comprehensive Income (Loss) Total Shares Issued Amount Shares Issued Amount Shares Issued Amount Shares Amount Balance at December 31, 2024 — $ — — $ — 80,881 $ 811 $ 270,122 32,664 $ ( 189,090 ) $ 32,481 $ 1 $ 114,325 Net loss ( 9,751 ) ( 9,751 ) Other comprehensive loss - translation adjustments ( 33 ) ( 33 ) Stock-based compensation 1,092 1,092 Restricted stock issued 844 8 ( 8 ) — Performance-Based Restricted Stock Units eligible to vest 583 6 ( 6 ) — Restricted stock forfeited or withheld to satisfy tax obligations ( 393 ) ( 4 ) 4 331 ( 849 ) ( 849 ) Performance-Based Restricted Stock Units forfeited or withheld to satisfy tax obligations ( 83 ) ( 1 ) 1 243 ( 620 ) ( 620 ) Purchase of treasury stock under stock repurchase plan 312 ( 666 ) ( 666 ) Balance at March 31, 2025 — $ — — $ — 81,832 $ 820 $ 271,205 33,550 $ ( 191,225 ) $ 22,730 $ ( 32 ) $ 103,498 Net loss ( 841 ) ( 841 ) Other comprehensive loss - translation adjustments 18 18 Stock-based compensation 1,535 1,535 Restricted stock issued 933 9 ( 9 ) — Restricted stock forfeited or withheld to satisfy tax obligations ( 33 ) — — 9 ( 19 ) ( 19 ) Performance-Based Restricted Stock Units forfeited or withheld to satisfy tax obligations ( 4 ) — — 3 ( 7 ) ( 7 ) Purchase of treasury stock under stock repurchase plan 865 ( 1,769 ) ( 1,769 ) Issuance of common stock upon ESPP purchase 54 1 80 81 Balance at June 30, 2025 — $ — — $ — 82,782 $ 830 $ 272,811 34,427 $ ( 193,020 ) $ 21,889 $ ( 14 ) $ 102,496 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 5 Table of Contents Convertible Preferred Stock Common Stock Additional Paid-in Capital Treasury Stock Accumulated Earnings Accumulated Other Comprehensive Income (Loss) Total Shares Issued Amount Shares Issued Amount Shares Amount Balance at December 31, 2023 — $ — 78,764 $ 789 $ 261,824 31,889 $ ( 187,216 ) $ 32,228 $ ( 83 ) $ 107,542 Net loss ( 1,512 ) ( 1,512 ) Other comprehensive income - translation adjustments 22 22 Stock-based compensation 2,144 2,144 Restricted stock issued 1,344 13 ( 13 ) — Performance-Based Restricted Stock Units eligible to vest 457 5 ( 5 ) — Restricted stock forfeited or withheld to satisfy tax obligations ( 1 ) — — 304 ( 750 ) ( 750 ) Performance-Based Restricted Stock Units forfeited or withheld to satisfy tax obligations — — — 342 ( 861 ) ( 861 ) Balance at March 31, 2024 — $ — 80,564 $ 807 $ 263,950 32,535 $ ( 188,827 ) $ 30,716 $ ( 61 ) $ 106,585 Net income 943 943 Other comprehensive income - translation adjustments 31 31 Stock-based compensation 2,160 2,160 Restricted stock issued 318 3 ( 3 ) — Restricted stock forfeited or withheld to satisfy tax obligations ( 54 ) ( 1 ) 1 15 ( 34 ) ( 34 ) Performance-Based Restricted Stock Units forfeited or withheld to satisfy tax obligations ( 8 ) — — 4 ( 8 ) ( 8 ) Issuance of common stock upon ESPP purchase 82 1 145 146 Balance at June 30, 2024 — $ — 80,902 $ 810 $ 266,253 32,554 $ ( 188,869 ) $ 31,659 $ ( 30 ) 109,823 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. 6 Table of Contents DHI GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (in thousands) Nine Months Ended September 30, 2025 2024 Cash flows from (used in) operating activities: Net loss $ ( 14,861 ) $ ( 769 ) Adjustments to reconcile net loss to net cash flows from (used in) operating activities: Depreciation 11,107 13,584 Amortization 126 — Deferred income taxes ( 1,187 ) ( 350 ) Amortization of deferred financing costs 109 109 Stock-based compensation 3,911 6,118 Income from equity method investment ( 87 ) ( 325 ) Impairment of investment — 400 Impairment of intangible assets 9,600 — Impairment of goodwill 7,800 — Change in accrual for unrecognized tax benefits ( 309 ) 174 Changes in operating assets and liabilities: Accounts receivable 6,018 2,572 Prepaid expenses and other assets 726 489 Capitalized contract costs 598 ( 714 ) Accounts payable and accrued expenses ( 3,048 ) ( 1,808 ) Income taxes receivable/payable ( 1,699 ) ( 96 ) Deferred revenue ( 4,475 ) ( 3,058 ) Other, net ( 452 ) 350 Net cash flows from operating activities 13,877 16,676 Cash flows used in investing activities: Payments for acquisition ( 1,400 ) — Purchases of fixed assets ( 5,778 ) ( 11,146 ) Net cash flows used in investing activities ( 7,178 ) ( 11,146 ) Cash flows from (used in) financing activities: Payments on long-term debt ( 8,000 ) ( 19,000 ) Proceeds from long-term debt 6,000 13,000 Payments under stock repurchase plan ( 4,517 ) — 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 Net cash flows used in financing activities ( 8,105 ) ( 7,663 ) Net change in cash for the period ( 1,406 ) ( 2,133 ) Cash, beginning of period 3,702 4,206 Cash, end of period $ 2,296 $ 2,073 See accompanying notes to the condensed consolidated financial statements. 7 Table of Contents DHI GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements of DHI Group, Inc. (“DHI” or the “Company” or "we," "our" or "us") have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and disclosures normally included in annual audited consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) have been omitted and condensed pursuant to such rules and regulations. In the opinion of the Company’s management, all adjustments have been made to present fairly the financial position, results of operations and cash flows of the Company for the periods presented. Although the Company believes that the disclosures are adequate to make the information presented not misleading, these financial statements should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report on Form 10-K”). Operating results for the three and nine-month periods ended September 30, 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. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the period. Management believes the most complex and sensitive judgments, because of their significance to the condensed consolidated financial statements, result primarily from the need to make estimates about the effects of matters that are inherently uncertain. Actual results could differ materially from management’s estimates reported in the condensed consolidated financial statements and footnotes thereto. There have been no significant changes in the Company’s assumptions regarding critical accounting estimates during the three and nine-month periods ended September 30, 2025. 2. NEW ACCOUNTING STANDARDS In December 2023, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2023-09, Improvements to Income Tax Disclosures . The new accounting standard requires more detailed disclosures regarding the effective tax rate reconciliation and income taxes paid. The standard is effective for annual reporting periods beginning after December 15, 2024, and may be applied on either a prospective or retrospective basis, with early adoption permitted. We are currently evaluating the effect of the standard on the Company's financial statement disclosures. In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) ("ASU 2024-03") . ASU 2024-03 will require companies to disaggregate, within the notes to the financial statements, certain expenses presented on the face of the financial statements to enhance transparency and help investors better understand an entity's performance. The amendment will specifically require that an entity disclose the amounts related to purchases of inventory, employee compensation, depreciation and intangible asset amortization. Entities will also be required to provide a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, disclose the total amount of selling expenses and, in annual reporting periods, provide a definition of what constitutes selling expenses. The amendments in ASU 2024-03 are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of the adoption of ASU 2024-03 on the Company’s financial statement disclosures. 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. 8 Table of Contents DHI GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 3. FAIR VALUE MEASUREMENTS The FASB Accounting Standards Codification ("ASC") topic on Fair Value Measurements and Disclosures defines fair value, establishes a framework for measuring fair value and requires certain disclosures for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. As a basis for considering assumptions, a three-tier fair value hierarchy is used, which prioritizes the inputs used in measuring fair value as follows: • Level 1 – Quoted prices for identical instruments in active markets. • Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations, in which all significant inputs are observable in active markets. • Level 3 – Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The carrying amounts reported in the condensed consolidated balance sheets for cash, accounts receivable, other assets, accounts payable and accrued expenses and long-term debt approximate their fair values. The estimated fair value of long-term debt is based on Level 2 inputs. Certain assets and liabilities are measured at fair value on a non-recurring basis as they are subject to fair value adjustments in certain circumstances, for example, when there is evidence of impairment. Such instruments are not measured at fair value on an ongoing basis. These assets include equity investments, operating lease right-of-use assets, and goodwill and intangible assets which resulted from prior acquisitions. Items valued using such internally generated valuation techniques are classified according to the lowest level input or value driver that is significant to the valuation. Thus, an item may be classified in Level 3 even though there may be some significant inputs that are readily observable. 4. 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 that we expect to receive in exchange for those goods or services. Revenue is recognized net of customer discounts ratably over the service period. Customer billings delivered in advance of services being rendered are recorded as deferred revenue and recognized over the service period. The Company generates revenue from recruitment packages, advertising, classifieds, and virtual and live career fair and recruitment event booth rentals. Disaggregation of Revenue Our brands primarily serve the technology and security cleared professions. The following table provides information about disaggregated revenue by brand and includes a reconciliation of the disaggregated revenue (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 ClearanceJobs $ 13,937 $ 13,842 $ 40,940 $ 40,375 Dice 18,186 21,441 55,511 66,766 Total (1) $ 32,123 $ 35,283 $ 96,451 $ 107,141 (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 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): 9 Table of Contents DHI GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of September 30, 2025 As of December 31, 2024 Receivables $ 16,102 $ 22,120 Short-term contract liabilities (deferred revenue) 40,714 44,934 Long-term contract liabilities (deferred revenue) 268 522 We receive payments from customers based upon contractual billing schedules; accounts receivable are recorded when customers are invoiced per the contractual billings schedules. As the Company's standard payment terms are less than one year, the Company elected the practical expedient, where applicable. As a result, the Company does not consider the effects of a significant financing component. Contract liabilities include customer billings delivered in advance of performance under the contract, and associated revenue is realized when services are rendered under the contract. Receivables increase due to customer billings and decrease by cash collected from customers. Contract liabilities increase due to customer billings and are decreased as performance obligations are satisfied under the contracts. The Company recognized the following revenue as a result of changes in the contract liability balances in the respective periods (in thousands): Three Months Ended Nine Months Ended September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024 Revenue recognized in the period from: Amounts included in the contract liability at the beginning of the period $ 23,990 $ 26,882 $ 42,047 $ 45,444 The following table includes estimated deferred revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period (in thousands): Remainder of 2025 2026 2027 2028 Total Deferred revenue $ 23,814 $ 17,024 $ 130 $ 14 $ 40,982 Credit Losses The Company is exposed to credit losses through the inability of its customers to make required payments on accounts receivable. The Company segments accounts receivable based on credit risk characteristics and estimates future losses for each segment based on historical trends and current market conditions, as applicable. Expected losses on accounts receivable are recorded as allowance for doubtful accounts in the condensed consolidated balance sheets and as an expense in the condensed consolidated statement of operations. The portion of accounts receivable that is reflected as deferred revenue in the condensed consolidated balance sheets is not considered at risk for credit losses. If the financial condition of DHI’s customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. 5. RESTRUCTURING In July 2024, the Company announced an organizational restructuring intended to streamline its operations, drive business objectives, and reduce operating costs. This included a reduction of the Company’s then-current workforce by approximately 7 %. As a result of the restructuring, the Company recognized a charge of $ 1.1 million during the year ended December 31, 2024. All severance costs related to the July 2024 restructuring were paid during the year ended December 31, 2024. In January 2025, the Company announced an additional organizational restructuring intended to separate its two brands, ClearanceJobs and Dice, into distinct divisions, provide dedicated leadership for each brand to foster a unified vision and strategy tailored to each brands' market dynamics, and to reduce operating costs. This restructuring 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 nine months ended September 30, 2025. 10 Table of Contents 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 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. 6. LEASES The Company has operating leases for corporate office space and certain equipment. The leases have original terms from one year to ten years , some of which include options to renew the lease, and are included in the lease term when it is reasonably certain that the Company will exercise the option. No leases include options to purchase the leased property. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. We do not have any lease agreements with related parties. The components of lease cost were as follows (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2025 2024 2025 2024 Operating lease cost (1) $ 431 $ 419 $ 1,274 $ 1,255 Sublease income $ — $ ( 20 ) $ — $ ( 50 ) Total lease cost $ 431 $ 399 $ 1,274 $ 1,205 (1) Includes short-term lease costs and variable lease costs, which are immaterial. Supplemental cash flow information related to leases was as follows (in thousands): For the Nine Months Ended September 30, 2025 2024 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating leases $ 1,658 $ 1,110 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 119 $ 2,930 Supplemental balance sheet information related to leases was as follows (in thousands, except lease term and discount): September 30, 2025 December 31, 2024 Operating lease right-of-use-assets (as reported) $ 5,772 $ 6,518 Operating lease liabilities - current (as reported) 1,732 1,625 Operating lease liabilities - non-current (as reported) 7,757 8,995 Total operating lease liabilities $ 9,489 $ 10,620 Weighted Average Remaining Lease Term (in years) Operating leases 7.0 years 7.4 years Weighted Average Discount Rate Operating leases 5.7 % 5.5 % The Company reviews its right-of-use ("ROU") assets for impairment if indicators of impairment exist. 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 11 Table of Contents DHI GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 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 Oct 1, 2025 through December 31, 2025 $ 556 2026 2,239 2027 1,359 2028 1,304 2029 1,333 2030 and thereafter 4,858 Total lease payments $ 11,649 Less: imputed interest ( 2,160 ) Total $ 9,489 As of September 30, 2025 the Company has no operating or finance leases that have not yet commenced. 7. INVESTMENTS eFinancialCareers During the third quarter of 2023, the Company sold a portion of its ownership in eFinancialCareers ("eFC") reducing its total interest in eFC from 40 % to 10 %. As a result of the sale, the Company received cash of $ 4.9 million and recognized a $ 0.6 million gain, which included a $ 0.2 million charge related to accumulated foreign currency loss that was previously a reduction to equity. The Company's investment in eFC was recorded at $ 1.9 million 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. Professionals from across many sectors of the financial services industry, including asset management, risk management, investment banking, and information technology, use eFC to advance their careers. The Company has evaluated its common share interest in the eFC business and has determined the investment meets the definition and criteria of a variable interest entity ("VIE"). The Company evaluated the VIE and determined that the Company does not have a controlling financial interest in the VIE, as the Company does not have the power to direct the activities of the VIE that most significantly impact the VIE's economic performance. The common share interest is being accounted for under the equity method of accounting as the Company has the ability to exercise significant influence over eFC. The investment was recorded at its fair value on June 30, 2021, the date of transfer, which was $ 3.6 million. The Company's equity in the net assets of eFC as of June 30, 2021 was $ 2.2 million. The difference between the Company's recorded value and its equity in net assets of eFC was reduced during the third quarter of 2023, as described above, as the Company reduced its ownership in eFC. The remaining basis difference at the time of sale was $ 0.3 million and is being amortized against the recorded value of the investment in accordance with ASC 323 Investments - Equity Method and Joint Ventures . Amortization expense during the three and nine-month periods ended September 30, 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 $ 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. Other 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. 12 Table of Contents DHI GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 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. The value of the Company's investment was $ 0.7 million as of December 31, 2022 and was recorded as an investment in the consolidated balance sheet. During the third quarter of 2023, the investment's financial position deteriorated. To meet its financial obligations, the investment issued convertible debt at a price that indicated the value of the investment had declined. 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 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. 8. 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): 13 Table of Contents DHI GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Amount Purchase price consideration Cash consideration paid $ 1,400 Fair value of contingent earnout consideration (1)(2) 497 Total purchase price consideration $ 1,897 Less: Assets acquired Intangible asset - AgileATS technology $ 1,510 Intangible asset - Tradename 90 Total assets acquired 1,600 Plus: Net working capital assumed (3) 15 Goodwill (4) $ 312 (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. 9. ACQUIRED INTANGIBLE ASSETS, NET 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. We determine whether the carrying value of recorded indefinite-lived acquired intangible assets is impaired on an annual basis or more frequently if indicators of potential impairment exist. The annual impairment test for the Dice trademarks and brand name is performed on October 1 of each year. The impairment review process compares the fair value of the indefinite-lived acquired intangible assets to its carrying value. If the carrying value exceeds the fair value, an impairment loss is recorded. 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 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. Changes in our strategy and/or changes in market conditions could significantly impact these judgments and require adjustments to recorded amounts of intangible assets. If projections are not achieved, the Company could realize an impairment in the foreseeable future. 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 14 Table of Contents 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. 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. 10. GOODWILL 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. The interim impairment test performed immediately prior to the organizational restructuring indicated that the fair value of the Tech-focused reporting unit was substantially in excess of the carrying value as of the date of the organizational restructuring. The prior Tech-focused reporting unit's goodwill of $ 128.1 million was allocated to ClearanceJobs and Dice based on their relative fair values, which resulted in goodwill for ClearanceJobs and Dice of $ 97.4 million and $ 30.7 million, respectively. The impairment test performed immediately after the allocation for the ClearanceJobs reporting unit indicated that the fair value was substantially in excess of the carrying value as of the date of the organizational restructuring. The impairment test performed immediately after the allocation for the Dice reporting unit resulted in the Company recording an impairment charge of $ 7.8 million during the three month period ended March 31, 2025. The Dice projections utilized in the organizational restructuring impairment test included increasing revenues at rates approximating industry growth projections. The Company’s ability to achieve these revenue projections may be impacted by, among other things, demand for technology professionals, competition in the technology recruiting market, challenges in developing and introducing new products and product enhancements to the market and the Company’s ability to attribute value delivered to customers. If future cash flows that are attributable to the Dice reporting unit are not achieved, the Company could realize an impairment in a future period. It is reasonably possible that changes in judgments, assumptions and estimates the Company made in assessing the fair value of goodwill could cause the Company to consider some portion or all of the goodwill of the Dice reporting unit to become impaired. In addition, a future decline in the overall market conditions, demand for technology professionals, and/or changes in the Company’s market share could negatively impact the estimated future cash flows and discount rates used to determine the fair value of the reporting unit and could result in an impairment charge in the foreseeable future. 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 15 Table of Contents 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. 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): Tech-focused ClearanceJobs Dice Total Goodwill at December 31, 2024 $ 128,100 $ — $ — $ 128,100 Segment Change ( 128,100 ) 97,431 30,669 — Goodwill at January 13, 2025 (1) $ — $ 97,431 $ 30,669 $ 128,100 Impairment — — ( 7,800 ) ( 7,800 ) Business combination (2) — 312 — 312 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. 11. INDEBTEDNESS Credit Agreement —In June 2022, the Company, together with Dice Inc. (a wholly-owned subsidiary of the Company) and its wholly-owned subsidiary, Dice Career Solutions, Inc. (collectively, the “Borrowers”), entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”), which matures in June 2027. The Credit Agreement provides for a revolving loan facility of $ 100 million, with an expansion option of $ 50 million, bringing the total facility to $ 150 million, as permitted under the terms of the Credit Agreement. Borrowings under the Credit Agreement denominated in U.S. dollars bear interest, payable at least quarterly, at the Company’s option, at the Secured Overnight Financing Rate ("SOFR") or a base rate plus a margin. Borrowings under the Credit Agreement denominated in pounds sterling, if any, bear interest at the Sterling Overnight Index Average ("SONIA") rate plus a margin. The margin ranges from 2.00 % to 2.75 % on SOFR and SONIA loans and 1.00 % to 1.75 % on base rate loans, determined by the Company’s most recent consolidated leverage ratio, plus an additional spread of 0.10 %. The Company incurs a commitment fee ranging from 0.35 % to 0.50 % on any unused capacity under the revolving loan facility, determined by the Company’s most recent consolidated leverage ratio. All borrowings as of September 30, 2025 and December 31, 2024 were in U.S. dollars. The facility may be prepaid at any time without penalty. 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. Borrowings are allowed under the Credit Agreement to the extent the consolidated leverage ratio is equal to or less than 2.50 to 1.00 , subject to the terms of the Credit Agreement. Negative covenants include restrictions on incurring certain liens; making certain payments, such as stock repurchases and dividend payments; making certain investments; making certain acquisitions; making certain dispositions; and incurring additional indebtedness. Restricted payments are allowed under the Credit Agreement to the extent the consolidated leverage ratio, calculated on a pro forma basis, is equal to or less than 2.00 to 1.00 , plus an additional $ 7.5 million of restricted payments each fiscal year, as described in the Credit Agreement. The Credit Agreement also provides that the payment of obligations may be accelerated upon the occurrence of events of default, including, but not limited to, non-payment, change of control, or insolvency. As of September 30, 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. 16 Table of Contents 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, 2024 Long-term debt under revolving credit facility (1) $ 30,000 $ 32,000 Available to be borrowed under revolving facility (2) $ 49,000 $ 56,000 Interest rate and margin: Interest margin (3) 2.35 % 2.10 % Actual interest rates (4) 6.66 % 6.46 % Commitment fee 0.40 % 0.35 % (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. (3) Computed as the weighted average interest margin on all borrowings, including an additional spread of 0.10 %. (4) Computed as the weighted average interest rate on all borrowings. There are no scheduled principal payments until maturity of the Credit Agreement in June 2027. 12 . COMMITMENTS AND CONTINGENCIES Litigation The Company is subject to various claims from taxing authorities, lawsuits and other complaints arising in the ordinary course of business. The Company records provisions for losses when claims become probable and the amounts are reasonably estimable. Although the outcome of these legal matters, except as described below and recorded in the condensed consolidated financial statements, cannot be determined, it is the opinion of management that the final resolution of these matters will not have a material effect on the Company’s financial condition, operations or liquidity. Tax Contingencies The Company operates in a number of tax jurisdictions and is routinely subject to examinations by various tax authorities with respect to income taxes and indirect taxes. The determination of the Company’s liability for taxes requires judgment and estimation. The Company has reserved for potential examination adjustments to our provision for income taxes and accrual of indirect taxes in amounts which the Company believes are reasonable. 13. EQUITY TRANSACTIONS Stock Repurchase Plans —The Company's Board of Directors ("Board") has approved stock repurchase programs that permit the Company to repurchase its common stock. Management has discretion in determining the conditions under which shares may be purchased from time to time. The number, price, structure, and timing of the repurchases, if any, are at our sole discretion and future repurchases are evaluated by us depending on market conditions, liquidity needs, restrictions under the agreements governing our indebtedness, and other factors. Share repurchases may be made in the open market or in privately negotiated transactions. The repurchase authorizations do not oblige us to acquire any particular amount of our common stock. The Board may suspend, modify, or terminate a repurchase program at any time without prior notice. The following table summarizes the stock repurchase plans approved by the Board: 17 Table of Contents DHI GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS February 2025 to October 2025 (1) February 2023 to February 2024 (2) Approval Date February 2025 February 2023 Authorized Repurchase Amount of Common Stock $ 5 million $ 10 million (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 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 September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Shares repurchased 740,661 — 1,918,012 — Average purchase price per share (1) $ 2.83 $ — $ 2.37 $ — Dollar value of shares repurchased (in thousands) (1) $ 2,096 $ — $ 4,555 $ — (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 price on the vesting date, of the common stock withheld to the appropriate tax authority on behalf of the employee and the related shares become treasury stock. Purchases of the Company’s common stock pursuant to the 2022 Omnibus Equity Award Plan, as Amended and Restated, were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Shares repurchased upon restricted stock/PSU vesting 63,484 71,076 649,259 736,144 Average purchase price per share $ 2.74 $ 2.17 $ 2.57 $ 2.46 Dollar value of shares repurchased upon restricted stock/PSU vesting (in thousands) $ 174 $ 154 $ 1,669 $ 1,808 No shares of the Company's common stock were purchased other than through the stock repurchase plans and the 2022 Omnibus Equity Award Plan, as Amended and Restated, as described above. Section 382 Rights Plan —On January 28, 2025, the Company adopted a shareholder rights plan designed to protect stockholder value by preserving the availability of the Company’s net capital loss carryforwards (“Carryforwards”) and other tax attributes under the Internal Revenue Code of 1986, as amended (the “Code”) (such plan, the “Section 382 Rights Plan”). The Section 382 Rights Plan aims to preserve the Company's Carryforwards by creating a disincentive for any stockholder to accumulate beneficial ownership of 4.99 % or more of the Company's outstanding common stock, or to further accumulate the Company's common stock if the stockholder's beneficial ownership already exceeds 4.99 % in each case without the approval of 18 Table of Contents 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. Each Right entitles its holder to purchase from the Company one one-thousandth of a share of the Company's Series 1 Participating Preferred Stock, par value $ 0.01 per share (the "Series 1 Participating Preferred Stock") at an exercise price of $ 17.00 per Right, subject to adjustment. As a result of the Section 382 Rights Plan, any person or group that acquires beneficial ownership of 4.99 % or more of the Company's common stock without the approval of the Board would be subject to significant dilution in the ownership interest of that person or group. Stockholders who owned 4.99 % or more of the outstanding shares of the Company's common stock as of February 7, 2025 will not trigger the Rights unless they acquire additional shares after that date. Convertible Preferred Stock —As of December 31, 2024 the Company had 20 million shares of convertible preferred stock authorized, with a $ 0.01 par value. No shares have been issued and outstanding since prior to our initial public offering in 2007. The Company’s amended and restated certificate of incorporation permits the terms of any preferred stock to be determined at the time of issuance. Simultaneously with the adoption of the Section 382 Rights Plan on January 28, 2025, the authorized but unissued convertible preferred stock, par value $ 0.01 , have been cancelled. Preferred Stock Purchase Rights —Pursuant to the Section 382 Rights Plan, the Company has authorized and declared a dividend distribution of one Right for each outstanding share of common stock to stockholders of record as of the close of business on February 7, 2025 ("Record Date"). Subject to certain limitations, the Rights will be separate from the common stock and become exercisable following (1) the 10th business day (or such later date as may be determined by the Board) after the public announcement that a person or group of affiliated or associated persons (such person or group an "Acquiring Person") has acquired beneficial ownership of 4.99 % or more of the common stock or (2) the 10th business day (or such later date as may be determined by the Board) after a person or group announces a tender or exchange offer that would result in ownership by a person or group of 4.99 % or more of the common stock. The date on which the Rights separate from the common stock and become exercisable is referred to as the "Distribution Date." Following the Distribution Date, each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series 1 Participating Preferred Stock of the Company at an exercise price of $ 17.00 (the “Exercise Price”), subject to adjustment. Each one-thousandth of a share of Series 1 Preferred Stock will not be redeemable; will be entitled to a quarterly dividend equal to the higher of $ 0.001 or an amount equal to the dividend paid on one share of common stock; will be entitled upon a liquidation, dissolution or winding up of the Company to the higher of $ 1.00 or the per share amount distributed to common stock in such transaction; will have the same voting power per share of common stock and generally vote together with the common stock; and will be entitled to receive in a merger, consolidation or similar transaction of the Company the per share consideration payable to common stock in such transaction. Dividends — No dividends were declared during the nine-month periods ended September 30, 2025 and 2024. Our Credit Agreement limits our ability to declare and pay dividends. See Note 11 for additional disclosures. 14. STOCK-BASED COMPENSATION On July 13, 2022, the stockholders of the Company approved the DHI Group, Inc. 2022 Omnibus Equity Award Plan, which had been previously approved by the Company's Board of Directors on May 13, 2022 (the "2022 Omnibus Equity Award Plan"). The 2022 Omnibus Equity Award Plan generally mirrors the terms of the Company's prior omnibus equity award plan, which expired in accordance with its terms on April 20, 2022 (the "2012 Omnibus Equity Award Plan"). On April 26, 2023, the stockholders of the Company approved the DHI Group, Inc. 2022 Omnibus Equity Award Plan, as Amended and Restated, which had been previously approved by the Company’s Board of Directors on March 16, 2023 (the "2022 Omnibus Equity Award Plan, as Amended and Restated"). The 2022 Omnibus Equity Award Plan was amended and restated to, among other things, increase the number of shares of common stock authorized for issuance as equity awards under the plan by 2.9 million shares. The Company has previously granted restricted stock and PSUs to certain employees and directors pursuant to the 2012 Omnibus Equity Award Plan and the 2022 Omnibus Equity Award Plan and will continue to grant restricted stock and PSUs to certain employees and directors pursuant to the 2022 Omnibus Equity Award Plan, as Amended and Restated. The Company also offers an Employee Stock Purchase Plan. The Company recorded total stock-based compensation expense of $ 1.3 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 19 Table of Contents 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. These shares are part of the compensation plan for services provided by the employees or Board members. The closing price of the Company’s stock on the date of grant is used to determine the fair value of the grants. The expense related to restricted stock grants is recorded over the vesting period as described below. There was no cash flow impact resulting from the grants. Restricted stock vests in various increments on the anniversaries of each grant, subject to the recipient’s continued employment or service through each applicable vesting date. Vesting occurs over one year for Board members and over three years for employees. A summary of the status of restricted stock awards as of September 30, 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 Non-vested at beginning of the period 2,902,507 $ 2.55 2,982,437 $ 3.52 Granted — $ — 196,000 $ 2.11 Forfeited ( 184,513 ) $ 2.81 ( 121,509 ) $ 3.88 Vested ( 190,658 ) $ 3.22 ( 219,696 ) $ 4.01 Non-vested at end of period 2,527,336 $ 2.48 2,837,232 $ 3.37 Expected to vest 2,527,336 $ 2.48 2,837,232 $ 3.37 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 Non-vested at beginning of the period 2,672,564 $ 3.39 2,333,436 $ 4.55 Granted 1,777,287 $ 2.14 1,857,739 $ 2.49 Forfeited ( 610,777 ) $ 3.09 ( 176,511 ) $ 3.83 Vested ( 1,311,738 ) $ 3.59 ( 1,177,432 ) $ 4.25 Non-vested at end of period 2,527,336 $ 2.48 2,837,232 $ 3.37 Expected to vest 2,527,336 $ 2.48 2,837,232 $ 3.37 PSUs —PSUs are granted to employees of the Company and its subsidiaries. These shares are granted under compensation agreements that are for services provided by the employees. The fair value of the PSUs is measured at the grant date fair value of the award, which was determined based on an analysis of the probable performance outcomes. The performance period is over one year and is based on the achievement of bookings targets during the year of grant, as defined in the applicable award agreement. 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 of restricted stock and PSUs. 20 Table of Contents 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 Grant Date Shares Weighted- Average Fair Value at Grant Date Non-vested at beginning of the period 1,032,718 $ 2.90 1,544,346 $ 3.50 Forfeited ( 52,966 ) $ 2.71 ( 30,568 ) $ 3.52 Vested — $ — — $ — Non-vested at end of period 979,752 $ 2.91 1,513,778 $ 3.50 Expected to vest 979,752 $ 2.91 1,513,778 $ 3.50 Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024 Shares (1) Weighted- Average Fair Value at Grant Date Shares (2) Weighted- Average Fair Value at Grant Date Non-vested at beginning of the period 1,420,665 $ 3.55 1,616,962 $ 4.52 Granted 623,000 $ 2.69 960,000 $ 2.54 Forfeited ( 509,230 ) $ 2.83 ( 283,782 ) $ 4.80 Vested ( 554,683 ) $ 4.36 ( 779,402 ) $ 3.99 Non-vested at end of period 979,752 $ 2.91 1,513,778 $ 3.50 Expected to vest 979,752 $ 2.91 1,513,778 $ 3.50 (1) PSUs forfeited during the first quarter of 2025 includes 152,284 PSUs forfeited related to the bookings achievement for the performance period ended December 31, 2024. (2) PSUs forfeited during the first quarter of 2024 relate to the bookings achievement for the performance period ended December 31, 2023. Employee Stock Purchase Plan— On March 11, 2020 the Company's Board of Directors adopted an Employee Stock Purchase Plan ("ESPP"). The ESPP was approved by the Company's stockholders on April 21, 2020. The ESPP provides eligible employees the opportunity to purchase shares of the Company's common stock through payroll deductions during six-month offering periods. The purchase price per share of common stock is 85 % of the lower of the closing stock price on the first or last trading day of each offering period. The offering periods are January 1 to June 30 and July 1 to December 31. The maximum number of shares of common stock available for purchase under the ESPP is 500,000 , subject to adjustment as provided under the ESPP. 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 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. 15. INCOME TAXES 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 $ 0.6 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. 21 Table of Contents 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. 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. 16. EARNINGS PER SHARE Basic earnings per share (“EPS”) is computed based on the weighted-average number of shares of common stock outstanding. 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 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 loss $ ( 4,269 ) $ ( 200 ) $ ( 14,861 ) $ ( 769 ) Weighted-average shares outstanding—basic 44,823 44,873 45,224 44,550 Add shares issuable from stock-based awards (1) — — — — Weighted-average shares outstanding—diluted 44,823 44,873 45,224 44,550 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) — — — — Anti-dilutive shares issuable from unvested equity awards (2) 236 3,271 1,824 3,325 (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. 17. SEGMENT INFORMATION In connection with the organizational restructuring in the first quarter of 2025, as described in note 5, the Company changed its reportable segments to reflect the current operating structure. Accordingly, prior periods have been recast to reflect the current segment presentation. Management has organized its reportable segments based upon our internal management reporting and information provided to the chief operating decision maker "CODM" after the restructuring was completed. The Company previously reported one segment, Tech-focused. Information previously reported in the Tech-focused segment has been separated into ClearanceJobs ("CJ") and Dice, and the Company has two reportable segments: ClearanceJobs and Dice. ClearanceJobs is an online career community dedicated to connecting security-cleared professionals with employers in a secure and private environment to fill the jobs that safeguard our nation. Authorized U.S. government contractors, federal agencies, national laboratories and universities utilize ClearanceJobs to find candidates with specific, active or current security clearance requirements in a range of disciplines. The platform provides opportunities for employers and candidates to engage in real-time through messaging and live video, and for employers to promote differentiators through a multitude of branding products and features. Dice is a destination for technology and engineering talent in the United States to find relevant job opportunities. The job postings available on Dice, from both technology and non-technology companies across many industries, include positions 22 Table of Contents 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, 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. The Company’s CODM is the Company’s Chief Executive Officer. Given the restructuring from one to two segments, the measure of segment profit or loss has changed from consolidated net income to Adjusted EBITDA. The CODM uses Adjusted EBITDA to allocate resources to each segment, predominately through a budgeting and forecasting process. The CODM utilizes segment revenue, operating expenses and Adjusted EBITDA when making decisions about resource allocations. Resource allocation decisions include, among other things, investing in product development, sales and marketing, employee compensation, 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 condensed consolidated financial statements. 23 Table of Contents DHI GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The following table provides an analysis of results by reportable segment (in thousands): Three Months Ended September 30, 2025 Three Months Ended September 30, 2024 By Reportable Segment: CJ Dice Total CJ Dice Total Revenues $ 13,937 $ 18,186 $ 32,123 $ 13,842 $ 21,441 $ 35,283 Less: Adjusted cost of revenues 1,718 2,874 1,494 3,573 Adjusted product development 1,351 1,541 1,144 3,604 Adjusted sales 2,026 3,109 1,988 4,634 Adjusted marketing 1,707 2,259 1,744 3,219 Adjusted general and administrative 1,188 2,182 1,134 2,423 Adjusted EBITDA (1) 5,947 6,221 12,168 6,338 3,988 10,326 Reconciling Items: (2) Less: Depreciation (3) 3,362 4,542 Amortization 126 — Restructuring — 1,111 Impairment of intangible assets (4) 9,600 — Severance, professional fees and related costs, and non-cash stock based compensation 1,672 2,339 Income from equity method investment ( 60 ) ( 23 ) Interest expense and other 614 755 Unallocated amounts: Other corporate expenses 1,895 1,707 Loss before income taxes $ ( 5,041 ) $ ( 105 ) Capital Expenditures (2)(5) $ 451 $ 1,056 $ 1,507 $ 578 $ 2,529 $ 3,107 (1) Excludes deduction for other corporate expenses. (2) Other segment disclosures as required by ASC 280. (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. 24 Table of Contents DHI GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024 By Reportable Segment: CJ Dice Total CJ Dice Total Revenues $ 40,940 $ 55,511 $ 96,451 $ 40,375 $ 66,766 $ 107,141 Less: Adjusted cost of revenues 5,162 9,819 4,530 10,548 Adjusted product development 3,868 5,738 3,406 10,868 Adjusted sales 6,163 11,575 6,256 14,789 Adjusted marketing 4,881 8,069 5,132 9,945 Adjusted general and administrative 3,142 6,492 3,297 6,805 Adjusted EBITDA (1) 17,724 13,818 31,542 17,754 13,811 31,565 Reconciling Items: (2) Less: Depreciation (3) 11,107 13,584 Amortization 126 — Restructuring 6,486 1,111 Impairment of goodwill (4) 7,800 — Impairment of intangible assets (5) 9,600 — Severance, professional fees and related costs, and non-cash stock based compensation 5,662 6,866 Income from equity method investment ( 87 ) ( 325 ) Impairment of investment — 400 Interest expense and other 1,893 2,546 Unallocated amounts: Other corporate expenses 5,794 5,405 Income (loss) before income taxes $ ( 16,839 ) $ 1,978 Capital Expenditures (2)(6) $ 1,098 $ 4,277 $ 5,375 $ 1,972 $ 7,779 $ 9,751 (1) Excludes deduction for other corporate expenses. (2) Other segment disclosures as required by ASC 280. (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.