DHI GROUP, INC. 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes included elsewhere in this report. 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 25 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. Forward-looking statements include, without limitation, information concerning our possible or assumed future financial condition, liquidity and results of operations, including expectations (financial or otherwise), our strategy, plans, objectives, and intentions, and growth potential. These statements often include words such as “may,” “will,” “should,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions. These statements are based on assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to: our ability to execute our tech-focused strategy; write-offs of goodwill, tradename and intangible assets; backlog not accurately representing future revenue; competition from existing and future competitors; 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; failure to increase or maintain the number of customers who purchase recruitment packages; failure to attract qualified professionals or grow the number of qualified professionals who use our websites; inability to successfully integrate future acquisitions or identify and consummate future acquisitions; misappropriation or misuse of our intellectual property, claims against us for intellectual property infringement or the failure to enforce our ownership or use of intellectual property; failure of our businesses to attract, retain and engage users; unfavorable decisions in proceedings related to future tax assessments; taxation risks in various jurisdictions for past or future sales; significant downturn not immediately reflected in our operating results; our indebtedness and the potential inability to borrow funds under our Credit Agreement (as defined below); our ability to incur additional debt; covenants in our Credit Agreement; the development and use of artificial intelligence; failure to timely and efficiently scale and adapt our existing technology and network infrastructure; capacity constraints, systems failures or breaches of network security; the usefulness of our candidate profiles; decrease in user engagement; Internet search engine methodologies and their impact on our search result rankings; failure to halt the operations of websites that aggregate our data, as well as data from other companies; our reliance on third-party data hosting facilities; compliance with laws and regulations concerning collection, storage and use of professionals’ professional and personal information; U.S. regulation of the internet; a review of strategic alternatives may occur from time to time and the possibility that such review will not result in a transaction; loss of key executives and technical personnel and our ability to attract and retain key executives, including our CEO; increases in the unemployment rate, cyclicality or downturns in the United States or worldwide economies or the industries we serve, labor shortages, or job shortages; litigation related to infringement or other claims regarding our services or content; our ability to defend ownership of our intellectual property; global climate change; compliance with changing corporate governance requirements and costs incurred in connection with being a public company; compliance with the continued listing standards of the New York Stock Exchange; volatility in our stock price; differences between estimates of financial projections and future results; failure to maintain internal controls over financial reporting; results of operations fluctuating on a quarterly and annual basis; our Section 382 Rights Plan may have an anti-takeover effect; anti takeover provisions in our governing documents making changes to management difficult; and disruption resulting from unsolicited offers to purchase the company. These factors and others are discussed in more detail below and in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, under the headings “Risk Factors,” “Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You should keep in mind that any forward-looking statement made by us herein, or elsewhere, speaks only as of the date on which it is made. New risks and uncertainties come up from time to time, and it is impossible to predict these events or how they may affect us. We have no obligation to update any forward-looking statements after the date hereof, except as required by federal securities laws. In addition, information contained herein contains certain non-GAAP financial measures. These measures are not in accordance with, or an alternative for, measures in accordance with generally accepted accounting principles in the United States ("U.S. GAAP"). 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. 26 Table of Conte n t s Overview 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. Professionals find ideal employment opportunities, relevant job advice and personalized data that help manage their technologist lives. In online recruitment, we specialize in employment categories in which there has been a long-term scarcity of highly skilled, highly qualified professionals relative to market demand, specifically technologists who work in a variety of industries or have active government security clearances. Our websites serve as online two-sided marketplaces where employers and recruiters source and connect with prospective employees, and where technologists find relevant job opportunities, data and information to further their careers. Our websites offer job postings, news and content, career development and recruiting services tailored to the specific needs of the professional community that each website serves. We have been in the recruiting and career development business for over 30 years. Based on our prior operating structure, we had identified one reportable segment, Tech-focused, which included the ClearanceJobs and Dice businesses and corporate related costs. In connection with the organizational restructuring in the first quarter of 2025, the Company changed its reportable segments to ClearanceJobs and Dice, which reflects the current operating structure. The Company incurs certain costs that are not directly attributable to the segments and are included in Corporate. Accordingly, prior periods have been recast to reflect the current segment presentation. We have organized our reportable segments based upon our internal management reporting. Our Revenue and Expenses We derive the majority of our revenue from customers who pay fees, either annually, quarterly or monthly, to post jobs on our websites and to access our searchable databases of resumes. Our fees vary by customer based on the number of individual users of our databases of resumes, the number and type of job postings and profile views purchased and the terms of the packages purchased, which are predominately annual agreements. Our Company sells recruitment packages, which comprise greater than 90% of our total revenue, that can include access to our databases of resumes and job posting capabilities. We believe the key metrics that are material to an analysis of our businesses are our total number of ClearanceJobs and Dice recruitment package customers and the revenue, on average, that these customers generate. The Company's management uses these metrics to monitor the current and future activity of the businesses. The tables below detail this customer data. As of September 30, Increase (Decrease) Percent Change Recruitment Package Customers: 2025 2024 ClearanceJobs 1,822 1,982 (160) (8)% Dice 4,239 4,868 (629) (13)% Average Annual Revenue per Recruitment Package Customer (1) Three months ended September 30, Nine months ended September 30, 2025 2024 Increase (Decrease) Percent Change 2025 2024 Increase (Decrease) Percent Change ClearanceJobs $ 26,601 $ 24,762 $ 1,839 7 % $ 26,144 $ 24,029 $ 2,115 9 % Dice $ 15,727 $ 16,330 $ (603) (4) % $ 15,848 $ 16,207 $ (359) (2) % (1) Calculated by dividing recruitment package customer revenue by the daily average count of recruitment package customers during each month, adjusted to reflect a 30-day month. The simple average of each month is used to derive the amount for each period and then annualized to reflect 12 months. ClearanceJobs had 1,822 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 4,239 recruitment package customers as of September 30, 2025, which was a decrease of 629, or 13%, and average annual revenue 27 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. Deferred revenue, as shown on the condensed consolidated balance sheets, reflects customer billings made in advance of services being rendered. Backlog consists of deferred revenue plus customer contractual commitments not invoiced representing the value of future services to be rendered under committed contracts. We believe backlog to be an important measure of our business as it represents our ability to generate future revenue. A summary of our deferred revenue and backlog is as follows: Comparison to Prior Year End Comparison Year Over Year 9/30/2025 12/31/2024 Increase (Decrease) Percent Change 9/30/2024 Increase (Decrease) Percent Change Deferred Revenue $ 40,982 $ 45,456 $ (4,474) (10) % $ 46,913 $ (5,931) (13) % Contractual commitments not invoiced 53,289 59,294 (6,005) (10) % 56,595 (3,306) (6) % Backlog (1) $ 94,271 $ 104,750 $ (10,479) (10) % $ 103,508 $ (9,237) (9) % (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 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. Backlog may also be affected by, among other things, external market and economic factors beyond our control. Accordingly, there is no assurance that the entirety of our backlog will be realized. The timing of new contracts and the mix of services can significantly affect backlog. Backlog at any given point in time may not accurately represent the future revenue that may be realized and should not be relied upon as a stand-alone indicator of future revenues. To a lesser extent, we also generate revenue from advertising on our various websites, employer branding solutions or from lead generation and marketing solutions provided to our customers. Advertisements include various forms of rich media and banner advertising, text links, sponsorships, and custom content marketing solutions. Lead generation information utilizes advertising and other methods to deliver leads to customers. Employer branding pages provide an opportunity for customers to promote company culture and values to candidates. The Company continues to evolve and present new software products and features to attract and engage qualified professionals and match them with employers. Our ability to grow our revenue will largely depend on our ability to grow our customer bases in the markets in which we operate by acquiring new customers while retaining a high proportion of the customers we currently serve, and to expand the breadth of services our customers purchase from us. We continue to make investments in our business and infrastructure to help us achieve our long-term growth objectives, such as the innovative products in the table below. Product Releases 2025 2024 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 28 Table of Conte n t s 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. If we are unable to continue to attract qualified professionals to engage with our two-sided marketplaces, our customers may no longer find our services attractive, which could have a negative impact on our results of operations. Additionally, we need to ensure that our websites remain relevant in order to attract qualified professionals to our websites and to engage them in high-value tasks, such as posting resumes and/or applying for jobs. The largest components of our expenses are personnel costs and marketing and sales expenditures. Personnel costs consist of salaries, benefits, and incentive compensation for our employees, including commissions for salespeople. Personnel costs are categorized in our statement of operations based on each employee’s principal function. Personnel costs incurred during the application development stage of internal use software and website development are recorded as fixed assets and amortized to depreciation expense in the statement of operations over the estimated useful life of the asset. Marketing expenditures primarily consist of online advertising, brand promotion and lead generation to employers and job seekers. Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024 Revenue Three Months Ended September 30, Increase (Decrease) Percent Change 2025 2024 (in thousands, except percentages) ClearanceJobs $ 13,937 $ 13,842 $ 95 1 % Dice 18,186 21,441 (3,255) (15) % Total revenue (1) $ 32,123 $ 35,283 $ (3,160) (9) % (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 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 $3.3 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 September 30, Increase (Decrease) Percent Change 2025 2024 (in thousands, except percentages) Cost of revenue ClearanceJobs $ 1,718 $ 1,494 $ 224 15 % Dice 2,871 3,574 (703) (20) % Other corporate expenses — — — n.m. Total cost of revenue $ 4,589 $ 5,068 $ (479) (9) % Percentage of revenue 14.3 % 14.4 % Cost of revenue decreased $0.5 million, or 9% from the prior year. 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 . 29 Table of Conte n t s Product Development Expenses Three Months Ended September 30, Increase (Decrease) Percent Change 2025 2024 (in thousands, except percentages) Product development ClearanceJobs $ 1,350 $ 1,143 $ 207 18 % Dice 1,527 3,604 (2,077) (58) % 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 $1.9 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 September 30, Increase (Decrease) Percent Change 2025 2024 (in thousands, except percentages) Sales and marketing ClearanceJobs $ 3,732 $ 3,731 $ 1 — % Dice 5,350 7,853 (2,503) (32) % Other corporate expenses — 1 (1) (100) % Total sales and marketing $ 9,082 $ 11,585 $ (2,503) (22) % Percentage of revenue 28.3 % 32.8 % Sales and marketing expenses decreased $2.5 million, or 22% from the same period for the prior year. 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 September 30, Increase (Decrease) Percent Change 2025 2024 (in thousands, except percentages) General and administrative ClearanceJobs $ 1,371 $ 1,464 $ (93) (6) % Dice 2,480 3,035 (555) (18) % Other corporate expenses 3,123 3,075 48 2 % Total General and administrative $ 6,974 $ 7,574 $ (600) (8) % Percentage of revenue 21.7 % 21.5 % General and administrative expenses decreased $0.6 million, or 8% from the same period for prior year. 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 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. 30 Table of Conte n t s Depreciation Three Months Ended September 30, Increase (Decrease) Percent Change 2025 2024 (in thousands, except percentages) Depreciation ClearanceJobs $ 669 $ 665 $ 4 1 % Dice 2,693 3,877 (1,184) (31) % Other corporate expenses — — — n.m. Total Depreciation $ 3,362 $ 4,542 $ (1,180) (26) % Percentage of revenue 10.5 % 12.9 % Depreciation expense decreased $1.2 million, or 26%, compared to the same period in 2024. 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. Amortization Three Months Ended September 30, Increase (Decrease) Percent Change 2025 2024 (in thousands, except percentages) Amortization 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 September 30, Increase (Decrease) Percent Change 2025 2024 (in thousands, except percentages) Restructuring ClearanceJobs $ — $ — $ — n.m. 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%. 31 Table of Conte n t s Impairment of Intangible Assets Three Months Ended September 30, Increase (Decrease) Percent Change 2025 2024 (in thousands, except percentages) Impairment of intangible assets ClearanceJobs $ — $ — $ — n.m. Dice 9,600 — 9,600 — % Other corporate expenses — — — n.m. Total impairment of intangible assets $ 9,600 $ — $ 9,600 n.m. Percentage of revenue 29.9 % — % 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 September 30, Increase (Decrease) Percent Change 2025 2024 (in thousands, except percentages) Revenue $ 32,123 $ 35,283 $ (3,160) (9) % Operating income (loss) (4,487) 627 (5,114) (816) % Operating margin (14.0) % 1.8 % 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 September 30, Increase (Decrease) Percent Change 2025 2024 (in thousands, except percentages) Income from equity method investment $ 60 $ 23 $ 37 161 % Percentage of revenue 0.2 % 0.1 % 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 September 30, Increase (Decrease) Percent Change 2025 2024 (in thousands, except percentages) Interest expense and other $ 614 $ 755 $ (141) (19) % Percentage of revenue 1.9 % 2.1 % 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. 32 Table of Conte n t s Income Taxes Three Months Ended September 30, 2025 2024 (in thousands, except percentages) 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 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 September 30, 2025 2024 (in thousands, except per share amounts) Net loss $ (4,269) $ (200) Weighted-average shares outstanding - basic 44,823 44,873 Weighted-average shares outstanding - diluted 44,823 44,873 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. Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024 Revenue Nine Months Ended September 30, Increase (Decrease) Percent Change 2025 2024 (in thousands, except percentages) ClearanceJobs $ 40,940 $ 40,375 $ 565 1 % Dice 55,511 66,766 (11,255) (17) % Total revenue (1) $ 96,451 $ 107,141 $ (10,690) (10) % (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 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. Continued demand for professionals with government clearance and consistent product releases and enhancements drove the increase despite continued uncertainty around government contracting and defense spending. 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. 33 Table of Conte n t s Cost of Revenue Nine Months Ended September 30, Increase (Decrease) Percent Change 2025 2024 (in thousands, except percentages) Cost of revenue ClearanceJobs $ 5,162 $ 4,530 $ 632 14 % Dice 9,841 10,549 (708) (7) % Other corporate expenses 66 66 — — % Total cost of revenue $ 15,069 $ 15,145 $ (76) (1) % Percentage of revenue 15.6 % 14.1 % 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 Nine Months Ended September 30, Increase (Decrease) Percent Change 2025 2024 (in thousands, except percentages) Product development ClearanceJobs $ 3,918 $ 3,406 $ 512 15 % Dice 5,724 10,868 (5,144) (47) % Other corporate expenses 215 29 186 641 % Total product development $ 9,857 $ 14,303 $ (4,446) (31) % Percentage of revenue 10.2 % 13.3 % Product development decreased $4.4 million, or 31%, from the prior year period. 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 Nine Months Ended September 30, Increase (Decrease) Percent Change 2025 2024 (in thousands, except percentages) Sales and marketing ClearanceJobs $ 11,043 $ 11,387 $ (344) (3) % Dice 19,626 24,734 (5,108) (21) % Other corporate expenses 82 181 (99) (55) % Total sales and marketing $ 30,751 $ 36,302 $ (5,551) (15) % Percentage of revenue 31.9 % 33.9 % 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 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 34 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 Nine Months Ended September 30, Increase (Decrease) Percent Change 2025 2024 (in thousands, except percentages) General and administrative ClearanceJobs $ 3,978 $ 4,416 $ (438) (10) % Dice 7,841 8,879 (1,038) (12) % Other corporate expenses 8,869 8,802 67 1 % Total general and administrative $ 20,688 $ 22,097 $ (1,409) (6) % Percentage of revenue 21.4 % 20.6 % General and administrative costs decreased $1.4 million, or 6%, from the prior year. The ClearanceJobs segment decreased $0.4 million driven by lower compensation related costs, primarily stock-based compensation and lower headcount. 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. Depreciation Nine Months Ended September 30, Increase (Decrease) Percent Change 2025 2024 (in thousands, except percentages) Depreciation ClearanceJobs $ 2,245 $ 1,989 $ 256 13 % Dice 8,862 11,595 (2,733) (24) % Other corporate expenses — — — n.m. Total depreciation $ 11,107 $ 13,584 $ (2,477) (18) % Percentage of revenue 11.5 % 12.7 % 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, 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. Amortization Nine Months Ended September 30, Increase (Decrease) Percent Change 2025 2024 (in thousands, except percentages) Amortization 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. 35 Table of Conte n t s Restructuring Nine Months Ended September 30, Increase (Decrease) Percent Change 2025 2024 (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 Change 2025 2024 (in thousands, except percentages) Impairment of intangible assets ClearanceJobs $ — $ — $ — n.m. Dice 9,600 — 9,600 — % Other corporate expenses — — — n.m. Total impairment of intangible assets $ 9,600 $ — $ 9,600 n.m. Percentage of revenue 10.0 % — % 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 Nine Months Ended September 30, Increase (Decrease) Percent Change 2025 2024 (in thousands, except percentages) Impairment of goodwill ClearanceJobs $ — $ — $ — n.m. Dice 7,800 — 7,800 — % Other corporate expenses — — — n.m. Total impairment of goodwill $ 7,800 $ — $ 7,800 n.m. Percentage of revenue 8.1 % — % 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. 36 Table of Conte n t s Operating Income Nine Months Ended September 30, Increase (Decrease) Percent Change 2025 2024 (in thousands, except percentages) Revenue $ 96,451 $ 107,141 $ (10,690) (10) % Operating income (loss) (15,033) 4,599 (19,632) (427) % Operating margin (15.6) % 4.3 % 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 Nine Months Ended September 30, Increase (Decrease) Percent Change 2025 2024 (in thousands, except percentages) Income from equity method investment $ 87 $ 325 $ (238) (73) % Percentage of revenue 0.1 % 0.3 % 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. See Note 7 to the condensed consolidated financial statements included elsewhere in this report for additional information. Impairment of Investment Nine Months Ended September 30, Increase (Decrease) Percent Change 2025 2024 (in thousands, except percentages) Impairment of investment $ — $ 400 $ (400) (100) % Percentage of revenue — % 0.4 % 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 Nine Months Ended September 30, Increase (Decrease) Percent Change 2025 2024 (in thousands, except percentages) Interest expense and other $ 1,893 $ 2,546 $ (653) (26) % Percentage of revenue 2.0 % 2.4 % 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. 37 Table of Conte n t s Income Taxes Nine Months Ended September 30, 2025 2024 (in thousands, except percentages) 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 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 Nine Months Ended September 30, 2025 2024 (in thousands, except per share amounts) Net loss $ (14,861) $ (769) Weighted-average shares outstanding - basic 45,224 44,550 Weighted-average shares outstanding - diluted 45,224 44,550 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. 38 Table of Conte n t s Non-GAAP Financial Measures We have provided certain non-GAAP financial information as additional information for our operating results. These measures are not in accordance with, or alternatives to measures in accordance with U.S. GAAP and may be different from similarly titled non-GAAP measures reported by other companies. We believe the presentation of non-GAAP measures, such as Adjusted EBITDA and Adjusted EBITDA Margin, provides useful information to management and investors regarding certain financial and business trends relating to our financial condition and results of operations. In addition, the Company’s management uses these measures for reviewing the financial results of the Company and for budgeting and planning purposes. Non-GAAP results exclude the impact of items that management believes affect the comparability or underlying business trends in our condensed consolidated financial statements in the periods presented. The non-GAAP measures apply to consolidated results or other measures as shown within this document. The Company has provided required reconciliations to the most comparable GAAP measures below. Adjusted EBITDA and Adjusted EBITDA Margin Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP measures used by management to measure operating performance. Management uses Adjusted EBITDA and Adjusted EBITDA Margin as performance measures for internal monitoring and planning, including preparation of annual budgets, analyzing investment decisions and evaluating profitability and performance comparisons between us and our competitors. The Company also uses these measures to calculate amounts of performance-based compensation under the senior management incentive bonus program. Adjusted EBITDA represents net income plus (to the extent deducted in calculating such net income) interest expense, income tax expense, depreciation and amortization, and items such as non-cash stock-based compensation, certain write-offs in connection with indebtedness, impairment charges with respect to long-lived assets, expenses incurred in connection with an equity offering or any other offering of securities by the Company, extraordinary or non-recurring non-cash expenses or losses, losses from equity method investments, transaction costs in connection with the Credit Agreement, deferred revenue written off in connection with acquisition purchase accounting adjustments, write-off of non-cash stock-based compensation expense, impairment of investment and goodwill, severance and retention costs related to dispositions and reorganizations of the Company, restructuring charges and losses related to legal claims and fees that are unusual in nature or infrequent, minus (to the extent included in calculating such net income) non-cash income or gains, including income from equity method investments, interest income, business interruption insurance proceeds, and gains related to legal claims that are unusual in nature or infrequent. Adjusted EBITDA Margin is computed as Adjusted EBITDA divided by revenue. We also consider Adjusted EBITDA and Adjusted EBITDA Margin, as defined above, to be important indicators to investors because they provide information related to our ability to provide cash flows to meet future debt service, capital expenditures, working capital requirements, and to fund future growth. We present Adjusted EBITDA and Adjusted EBITDA Margin as supplemental performance measures because we believe that these measures provide our Board of Directors (the "Board"), management and investors with additional information to measure our performance, provide comparisons from period to period by excluding potential differences caused by variations in capital structures (affecting interest expense) and tax positions (such as the impact on periods or companies of changes in effective tax rates or net operating losses), and to estimate our value. We understand that although Adjusted EBITDA and Adjusted EBITDA Margin are frequently used by securities analysts, lenders and others in their evaluation of companies, Adjusted EBITDA and Adjusted EBITDA Margin have limitations as analytical tools, and you should not consider them in isolation, or as a substitute for analysis of our liquidity or results as reported under GAAP. Some limitations are: • Adjusted EBITDA and Adjusted EBITDA Margin do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments; • Adjusted EBITDA and Adjusted EBITDA Margin do not reflect changes in, or cash requirements for, our working capital needs; • Adjusted EBITDA and Adjusted EBITDA Margin do not reflect interest expense, or the cash requirements necessary to service interest or principal payments on our debt; • Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future, and Adjusted EBITDA and Adjusted EBITDA Margin do not reflect any cash requirements for such replacements; and • Other companies in our industry may calculate Adjusted EBITDA and Adjusted EBITDA Margin differently than we do, limiting their usefulness as comparative measures. 39 Table of Conte n t s 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 nine months ended September 30, 2025 and 2024 follows (in thousands): Nine Months Ended September 30, Dollars 2025 2024 Reconciliation of Net Loss to Adjusted EBITDA: Net loss $ (14,861) $ (769) Interest expense 1,893 2,546 Income tax expense (benefit) (1,978) 2,747 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 intangible assets 9,600 — Impairment of goodwill 7,800 — Impairment of investment — 400 Severance, professional fees and related costs 1,779 748 Restructuring 6,486 1,111 Adjusted EBITDA $ 25,748 $ 26,160 Reconciliation of Cash Flows from Operating Activities to Adjusted EBITDA Net cash provided by operating activities $ 13,877 $ 16,676 Interest expense 1,893 2,546 Amortization of deferred financing costs (109) (109) Income tax expense (benefit) (1,978) 2,747 Deferred income taxes 1,187 350 Change in accrual for unrecognized tax benefits 309 (174) Change in accounts receivable (6,018) (2,572) Change in deferred revenue 4,475 3,058 Severance, professional fees and related costs 1,779 748 Restructuring 6,486 1,111 Changes in working capital and other 3,847 1,779 Adjusted EBITDA $ 25,748 $ 26,160 A reconciliation of Adjusted EBITDA Margin for the nine months ended September 30, 2025 and 2024 follows (in thousands): Nine Months Ended September 30, 2025 2024 Revenue $ 96,451 $ 107,141 Net loss $ (14,861) $ (769) Net loss margin (1) (15) % (1) % Adjusted EBITDA $ 25,748 $ 26,160 Adjusted EBITDA Margin (1) 27 % 24 % (1) Net income margin and Adjusted EBITDA Margin are calculated by dividing the respective measure by that period's revenue. 40 Table of Conte n t s Liquidity and Capital Resources Cash Flows A summary of our cash flows for the nine months ended September 30, 2025 and 2024 follows (in thousands): Nine Months Ended September 30, 2025 2024 Cash from operating activities $ 13,877 $ 16,676 Cash used in investing activities $ (7,178) $ (11,146) Cash used in financing activities $ (8,105) $ (7,663) We have financed our operations primarily through cash provided by operating activities and borrowings under our revolving credit facility. At September 30, 2025, we had cash of $2.3 million compared to $3.7 million at December 31, 2024. Liquidity Our principal internal sources of liquidity are cash, as well as the cash flow that we generate from our operations. 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. We believe that our existing cash, cash generated from our continuing operations and available borrowings under our Credit Agreement will be sufficient to satisfy our currently anticipated cash requirements through at least the next 12 months and the foreseeable future thereafter. However, it is possible that one or more lenders under the Credit Agreement may refuse or be unable to satisfy their commitment to lend to us, we may violate one or more of our covenants or financial ratios contained in our Credit Agreement or we may need to refinance our debt and be unable to do so. In addition, our liquidity could be negatively affected by a decrease in demand for our products and services and the ability of our customers to pay for current or future services. We may also make acquisitions and may need to raise additional capital through future debt financings or equity offerings to the extent necessary to fund such acquisitions, which we may not be able to do on a timely basis or on terms satisfactory to us or at all. 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, 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. Cash provided by operating activities during the 2025 period decreased $2.8 million compared to the same period of 2024 due to lower billings to and cash receipts from our customers, partially offset by lower headcount driving lower payments to employees. Investing Activities 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 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. 41 Table of Conte n t s Critical Accounting Estimates There have been no material changes to our critical accounting estimates as compared to the critical accounting policies described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Financing and Capital Requirements 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.,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 September 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. 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. 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 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. "Quantitative and Qualitative Disclosures about Market Risk - Interest Rate Risk." Contractual Obligations The Company has operating leases for corporate office space and certain equipment. The leases have 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. 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. We make commitments to purchase advertising from online vendors, which we pay for on a monthly basis. We have no significant long-term obligations to purchase a fixed or minimum amount with these vendors. Other Capital Requirements 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 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 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. 42 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. We intend to use operating cash flows to fund capital expenditures. Cyclicality The labor market and certain of the industries that we serve have historically experienced short-term cyclicality. However, we believe that online career websites and marketplaces continue to provide economic and strategic value to the labor market and industries that we serve. Any slowdown in recruitment activity that occurs could negatively impact our revenues and results of operations. A decrease in the unemployment rate or a labor shortage, including as a result of an increase in job turnover, generally means that employers (including our customers) are seeking to hire more individuals, which would generally lead to more job postings and database licenses and have a positive impact on our revenues and results of operations. Based on historical trends, improvements in labor markets and the need for our services generally lag behind overall economic improvements. Additionally, there has historically been a lag from the time customers begin to increase purchases of our recruitment services and the impact to our revenues due to the recognition of revenue occurring over the length of the contract, which can be several months to over a year. From time to time, we see market slowdowns, which can lead to lower demand for recruiting technologists and security cleared professionals. If recruitment activity slows in the industries in which we operate, our revenues and results of operations could be negatively impacted.