What changed in this filing

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Item 1. Business

2026-02-12 compared with 2025-02-12 · 73 added, 78 removed, 248 unchanged (38% of the section changed)

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Revenues $ 127,826 $ 141,926 (10) %

Operating income $ 6,325 $ 6,288 1 %

Income before income taxes $ 2,950 $ 3,622 (19) %

Net income (1)

$ 253 $ 3,491 (93) %

Net income margin — % 2 % n.m.

Diluted earnings per share (1)

$ 0.01 $ 0.08 (88) %

Operating income (loss) $ (11,373) $ 6,325 n.m.

Income (loss) before income taxes $ (14,688) $ 2,950 n.m.

Net income (loss) (1)

$ (13,510) $ 253 n.m.

Net income (loss) margin (11) % — % n.m.

Diluted earnings (loss) per share (1)

$ (0.30) $ 0.01 n.m.

Net cash flows from operating activities $ 21,102 $ 21,045 — %

Fixed asset purchases $ (7,309) $ (13,932) (48) %

Adjusted EBITDA (2)

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27 % 25 % n.m.

(1) For the year ended December 31, 2024, net income and diluted earnings per share includes the net negative impact of non cash stock-based compensation, restructuring, impairment, gain on investment and severance, professional fees and related costs of $11.2 million ($8.5 million net of tax), and discrete tax items of $2.3 million resulting in a net negative impact of $10.8 million, or $0.23 per diluted share.

(1) For the year ended December 31, 2025, net loss and diluted loss per share includes the net negative impact of non-cash stock-based compensation, restructuring, impairments, and severance, professional fees and related costs of $32.8 million ($26.7 million net of tax) and discrete tax items of $0.1 million, resulting in a net negative impact of $26.8 million, or $0.59 per diluted share.

For the year ended December 31, 2024, net income and diluted earnings per share includes the net negative impact of non-cash stock-based compensation, restructuring, impairment, gain on investment, and severance, professional fees, and related costs of $11.2 million ($8.5 million net of tax) and discrete tax items of $2.3 million, resulting in a net negative impact of $10.8 million, or $0.23 per diluted share.

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2025 Highlights

Given the lessened demand for hiring tech professionals, we focused our attention on improving our users' experience and on improving our profitability.

Additionally, our two brands, ClearanceJobs and Dice, introduced a number of new products to increase engagement and connections between candidates and recruiters.

In recognition of DHI's culture of caring for employees, the Company received several employer awards.

2025 was a transformative year for DHI, marked by expanded product offerings across ClearanceJobs and Dice and a streamlined workforce that drove greater organizational efficiency.

The acquisition of AgileATS strengthened ClearanceJobs’ portfolio by introducing a new service offering that delivers an end-to-end solution in the government technology (GovTech) recruiting market, expanding the brand’s total addressable market.

Meanwhile, Dice made significant advancements to its platform, substantially reducing legacy technical debt and enabling the launch of modern tools that empowers employer self-service and enhances job discovery and matching for candidates seeking technology roles.

Financial Performance

DHI’s revenue and customer count has tracked the overall demand for tech talent over the past two years.

Revenue in 2024 declined by 7% year over year.

The number of new tech job postings did inflect, however, and grew slowly in the latter part of 2024.

With that shift we believe DHI will return to revenue growth over time.

ClearanceJobs and Dice revenue renewal rates were 95% and 78%, respectively, while retention rates for the year were solid at 111% for ClearanceJobs and 98% for Dice.

Our churn is attributable to smaller customers, rather than larger established firms.

DHI Group's net income margin decreased from 2% in 2023 to 0% in 2024 while Adjusted EBITDA margin 1 improved from 24% in 2023 to 25% in 2024.

In addition, DHI's capitalized development costs, which are included in purchases of fixed assets, declined $3.9 million in 2024 to $12.5 million.

We are committed to balancing profitability and cash flow with the need to invest in innovation.

Recognizing the continued risks inherent in the economy, the Company reduced its debt $6.0 million during 2024 to $32 million outstanding under our $100 million credit facility.

This resulted in a leverage ratio 2 of 0.9 times annual adjusted EBITDA.

Cash was $3.7 million at year end.

Engaging with tech and security-cleared candidates

As part of its “All Jobs” initiative, Dice sold a number of services in a bundled format including the opportunity for clients to post all their jobs without limitation with us.

As a result, we increased job volumes for technology professionals, strengthening the value proposition that Dice is the go-to-platform for advancing a tech career.

As a recognition of the importance of the increasing use of mobile phones in customers' business lives, we launched Dice Recruiter 1.0, the brand’s first mobile app for employers.

This iOS app helps recruiters stay connected with top tech talent even when on the go.

ClearanceJobs Live brings live streaming video content to the cleared community.

This allows recruiters a myriad of new ways to engage passive talent.

Dice launched an alpha version of its new webstore that allows recruiters to purchase individual Dice services short of a subscription without engaging with a sales-person.

We believe that this experience with Dice services reinforces the brand’s value proposition and will provide new growth for the platform.

An empowered and inspired team Company culture is a foundation for employee, organizational and overall success, fostering an environment where people feel valued and motivated.

In recognition of DHI’s culture of inclusivity, the Company received several employer awards including earning a Great Place to Work® certification for the third year in a row, landing #49 on Newsweek’s list of America’s Most Loved Workplaces, and earning a Best Company to Work for from U.S.

News & World Report.

Employees specifically appreciate the CEO, the environment for LGBTQIA+ team members as well as the attention to benefits for Parents and Caregivers.

We ended the year with a voluntary employee turnover rate of 5.7%, well below industry averages.

In a year shaped by unprecedented macroeconomic volatility and a softened technology hiring market coupled with headwinds in government hiring, the Company experienced a revenue decline of 10% year-over-year.

Despite these near-term challenges, the Company made meaningful progress modernizing its brand platforms and strengthening differentiation in AI-driven talent acquisition and making fiscally responsible decisions.

These strategic investments position the Company to capitalize on improving economic conditions and renewed hiring activity.

ClearanceJobs and Dice 2025 revenue renewal rates remained solid at 89% and 72%, respectively, while retention rates for the year were 106% for ClearanceJobs and 94% for Dice, demonstrating larger more stable clients continue to find value in its services.

Our churn continued to be associated with smaller clients with less than $15,000 annual spend.

DHI's net income margin declined to -11% while our Adjusted EBITDA 1 margin increased to 27% while continuing to invest in products and services to deliver value to clients and candidates.

Recognizing the continued risks inherent in the economy, the Company continued to target a leverage ratio 2 of ~1.0 times Adjusted EBITDA.

Cash was $2.9 million at year end and total debt was $30 million under our $100 million facility.

Transforming tech hiring and expanding the security-cleared hiring mission

ClearanceJobs meaningfully advanced its mission and expanded its service offering with the acquisition of AgileATS, which is a premium offering to ClearanceJobs’ clients, particularly small and mid-sized employers which lack a dedicated applicant tracking system.

ClearanceJobs launched Premium Candidate Experience, a subscription which enables security-cleared talent on the platform to pay a fee to heighten their presence to recruiters on the CJ platform, the first ever candidate monetization opportunity in CJ’s offering.

Dice launched its new Employer Experience, a comprehensive redesigned platform that modernizes tech hiring with AI-powered tools, streamlines workflows and enhances candidate targeting to help recruiters connect with qualified tech talent faster and more efficiently.

Dice also launched a modernized dashboard and job detail page to enhance performance and update match features to help candidates better evaluate job fit, making it easier find similar jobs and stay engaged with employers.

An empowered and engaged team In recognition of DHI’s culture of inclusivity and making DHI an ideal employer, the Company received several employer awards including earning Great Place to Work for the fourth year in a row, landing #44 on the list of America’s Most Loved Workplaces as featured in the Wall Street Journal, and earning a Best Company to Work for from U.S.

News & World Report for the second year in a row.

The Company was recognized specifically as a loved workplace for inclusivity, for parents and caregivers, and for mental health care.

(1) For a description of these non-GAAP measures and reasons why management believes they provide useful information to investors, please see Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations, Non-GAAP Financial Measures” located elsewhere in this report.

(2) Leverage Ratio, as defined in the Company's credit agreement, is computed by dividing debt by Adjusted EBITDA.

(2) Leverage Ratio is computed by dividing debt by Adjusted EBITDA.

Company Profile

DHI was incorporated in Delaware on June 28, 2005 and is a leading provider of artificial intelligence-powered software products, online tools and services to deliver career marketplaces to candidates and employers globally.

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 those with active government security clearances.

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1) virtual and live career events;

2) sourcing services, which is a premium service delivering sourced and screened candidates to recruiters and employers;

2) talent sourcing services, which is a premium staffing service delivering sourced and screened contract or full-time candidates to recruiters and employers;

3) applicant tracking system, a premium add-on service to automate job postings, streamline workflows and enhance sourcing capabilities;

and 4) content and data services that provides tailored content to help professionals manage their careers and provide employers insight into recruiting strategies and trends.

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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.

The majority of candidates with resumes on our site have high-level security clearance.

ClearanceJobs had approximately 56,000 job postings as of December 31, 2024 and during 2024, ClearanceJobs had, on average, 1.1 million monthly users.

Dice has been a go-to destination for technology and engineering talent in the United States for almost 35 years.

ClearanceJobs had approximately 56,000 job postings as

of December 31, 2025 and during 2025, ClearanceJobs had, on average, 967,000 monthly users.

Approximately 90% of ClearanceJobs revenue was derived from recruitment packages in 2025.

Dice has been a go-to destination for technology and engineering talent in the United States for 35 years.

The job postings available on Dice, from both technology and non-technology companies across many industries, include positions for software engineers, big data professionals, systems administrators, database specialists, project managers, and a variety of other technology and engineering professionals.

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Approximately 90% of Dice revenue was derived from recruitment packages in 2025.

Dice offers tools, advice and support to help U.S.

Dice offers AI-driven tools, advice and support to help U.S.

tech professionals registered on the platform find relevant jobs, evaluate companies and connect with recruiters.

Within the platform, tech professionals can build profiles, post resumes, search jobs and access career-related content, tech career and hiring news and tools.

Built within the platform is a highly specialized taxonomy which maps 100,000+ skills and associates job skill terms with a job skill listed on a candidate's profile.

Coupled with Dice's AI tools, the taxonomy delivers a variety of services to help tech professionals find ideal jobs.

Tech professionals can build profiles, post resumes, search jobs and access career-related content, tech career and hiring news and tools.

To help make their job search more efficient, Dice job alerts deliver personalized opportunities to candidates through features like IntelliSearch job recommendations and Dice Match capabilities.

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We primarily operate in the talent discovery and acquisition segment of the broader market for human capital management services through career sites for technology professionals.

There is a shortage of skilled professionals worldwide and we believe that the overall demand for talent acquisition and career development products and services has significant long-term growth potential.

There is a shortage of skilled technology professionals worldwide and we believe that the overall demand for talent acquisition and career development products and services has significant long-term growth potential.

We also believe that certain industries that employ highly-skilled and highly-paid professionals will experience particularly strong demand for effective recruiting solutions due to the scarcity of such professionals.

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With the advent of AI technologies, recruiters can leverage advanced algorithms and machine learning to sift through vast amounts of data, identifying suitable candidates more efficiently.

Automated screening processes can analyze resumes, assess skills, and predict candidate success, streamlining the initial stages of recruitment.

Automated screening processes can analyze resumes, assess skills, and predict candidate success, streamlining the initial stages of

Additionally, AI allows faster screening of applicants while reducing bias in the recruitment process.

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The Company continues to focus on building upon its legacy as a market leader in technology talent acquisition by delivering best-in-class candidate quality and match capabilities through its career marketplaces.

As more employers use the subscription-based offerings to find, attract, engage and hire the highest quality tech professionals, the Company continues to invest in product development and marketing to expand the technologist community and create an ideal onboarding experience for tech talent.

The Company continues to evolve to a solution selling business, coupled with its goal of maintaining strong Adjusted EBITDA margins to maximize profitability.

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We believe candidate quality is the essential foundation of success in our industry and we intend to differentiate our business by leading in this respect.

We have dramatically improved the quality of our Dice candidates to a level we believe is best-in-class and plan continued vigilance and

innovation to drive continued improvements.

We have dramatically improved the quality of our Dice candidates to a level we believe is best-in-class and plan continued vigilance and innovation to drive continued improvements.

We are also building on our unique legacy and intellectual property in the technology jobs space to create match capabilities for both candidates and clients that are reducing the time and effort required in job searching and talent acquisition.

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Built on a unique cohort of candidates and specialized employer and recruiter tools together, ClearanceJobs is a highly interactive two-sided marketplace environment.

These attributes provide clear and measurable return on investment for clients and has contributed to ClearanceJobs more than doubling its revenue over the past five years.

These attributes provide clear and measurable return on investment for clients and have contributed to ClearanceJobs growing its revenue each year for over ten years.

With over 20 years in the market, we believe ClearanceJobs is an indispensable and valuable business.

In 2025, ClearanceJobs executed on its expanded mission by offering AgileATS as a premium service for clients, particularly small and mid-sized employers which lack a dedicated applicant tracking system.

We continue to transform our Dice brand into a similar career marketplace customized for the needs of its unique candidate and client communities.

We officially launched all elements of the career marketplace features for Dice in 2021 and focused 2022 on landing launches and driving adoption with customers while launching new products to create efficiency in the recruiting process.

Since 2021, we have launched products and services as part of Dice's career marketplace, eliminating tech debt and modernizing with tools and features which create more efficiency in the recruiting process.

In 2024, Dice leveraged its All Jobs strategy to increase job volume for professionals, released a number of features to expand the marketplace and create higher engagement between employers and tech candidates on the platform.

In 2025 Dice launched Dice Employer Experience, a comprehensive platform redesign that modernizes tech hiring with AI-powered tools, streamlined workflows, and enhanced candidate targeting.

Investing in functional excellence and product innovation.

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At ClearanceJobs these products include:

ClearanceJobs Live Stream video content for the cleared community and ClearanceJobs Pulse newsfeed, promoting professionals' status updates and in-platform social engagement.

ClearanceJobs Expanded Multi-Factor Authentication, ClearanceJobs Live Enhancements, Candidate Experience Personalization, AgileATS and Premium Candidate Experience.

At Dice these products include:

Dice Recruiter 1.0, the brand's first mobile app for employers, Top Resume integration, providing tech professionals a free resume evaluation when they update their Dice profile, Discover Companies, an experience that enables technologists to easily discover companies that align with their preferences as they consider their next career move, as well as an alpha version of Dice's new webstore.

Dice Technologist Dashboard, Easy Post for SmartRecruiters ATS, a Candidate homefeed redesign, and the Dice Employer Experience Platform.

We are investing to further increase the pace of innovation by organizing talent on our technology team, centered around a development model to increase the quality and speed of product delivery.

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As early leaders in online talent acquisition, DHI’s brands have a legacy of strong recurring clients and revenue and, as a result, renewals have historically provided the majority of the Company’s revenues.

We believe there is significant opportunity to grow our customer base and expand to new revenue opportunities, particularly with commercial accounts, or clients who recruit for their own needs, with an expanded and better enabled sales force and at ClearanceJobs by growing relationships directly with government agencies.

We believe there is significant opportunity to grow our customer base and expand to new revenue opportunities, particularly with smaller employers by providing the ability for new clients to purchase recruitment packages online, and with staffing solutions at the contract or full-time level.

At ClearanceJobs, growing relationships directly with government agencies as well as expanding into providing applicant tracking system tools as a premium or add-on service provides a new revenue stream for sales employees.

Our customer success team executed new strategies to drive proactive external engagement and report real-time feedback to better include the customer voice to influence our product roadmap.

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Customer marketing efforts range from creating and capturing demand to retention-focused activities.

Marketing supports the entire customer journey, from problem and brand/product awareness to affinity and consideration, intent

and purchase, and onboarding.

Marketing supports the entire customer journey, from problem and brand/product awareness to affinity and consideration, intent and purchase, and onboarding.

Marketing initiatives include advertising, thought leadership, content marketing, media relations, social media, email campaigns and participation in industry events.

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We sell our products and services primarily through our direct sales force and agency partner channel.

Our sales team is organized by brand, market segment, and geography and targets Fortune 1000 companies, large staffing and recruiting firms and other large and mid-size commercial businesses.

Our strategy in 2024 focused on continuing to execute against our solution-oriented sales approach.

Our sales team is organized by brand, market segment, and geography and targets Fortune 1000 companies, large staffing and recruiting firms and other large and mid-size businesses.

Our strategy in 2025 focused on continuing to execute against our solution-oriented sales approach and training sales team members to sell new features such as applicant tracking systems or talent sourcing services.

In addition, we continued to focus on customer engagement to drive best-in-class customer satisfaction scores.

As of December 31, 2024, we employed 152 sales and support personnel in the United States.

As of December 31, 2025, we employed 94 sales, marketing, and support personnel in the United States.

We also invest in fraud detection initiatives and maintain teams of account managers and customer support specialists who work to ensure customers get the most from our products and services by providing training and assistance.

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Our customers include small, mid-sized and large direct employers, staffing companies, recruiting agencies, consulting firms and marketing departments of companies.

As of December 31, 2024 notable customers of the ClearanceJobs and Dice businesses included AT&T, Adecco, CACI, Cisco, Capital One, Edward Jones, General Dynamics, Kforce, Microsoft, Northrop Grumman, Bank of America and DISH Network.

As of December 31, 2025 notable customers of the ClearanceJobs and Dice businesses included AT&T, Adecco, CACI, Cisco, Capital One, General Dynamics, Kforce, Microsoft, and Northrop Grumman.

We use a variety of open source and proprietary technologies to support our services.

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We generally pursue the registration of the material service marks we own in the United States and internationally, as applicable.

We own a number of registered, applied for and/or unregistered trademarks and service marks that we use in connection with our businesses.

Our trademarks and registered trademarks in the United States include the stylized designs for CLEARANCEJOBS.COM, DICE, the plain usage of cleaarancejobs.com, the stylized "Dice" logo and social media "D" logo, as well as DHI.

Registrations for both the black and white and colorized ClearanceJobs logo have also been filed, further protecting our intellectual property.

We own a number of registered, and unregistered trademarks and service marks that we use in connection with our businesses.

Our trademarks and registered trademarks in the United States include the stylized designs for CLEARANCEJOBS.COM, DICE, the plain usage of clearancejobs.com, the stylized "Dice" logo and social media "D" logo, and both the black and white and colorized ClearanceJobs logo.

Registrations for trademarks may be maintained indefinitely, as long as the trademark owner continues to use and police the trademarks and timely renews registrations with the applicable governmental office.

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Risk Factors "Misappropriation or misuse of our intellectual property could harm our reputation, affect our competitive position and cost us money.”

DHI has made no significant investments through acquisitions during the past five years.

DHI has made no significant investments through acquisitions during the past three years.

See also Note 8 of the notes to consolidated financial statements.

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Our privacy policies also disclose the types of information we gather, how we use it and how a user can correct or change their information.

Our privacy policies also explain the

circumstances under which we share this information and with whom.

Our privacy policies also explain the circumstances under which we share this information and with whom.

Professionals who register for our websites have the option of indicating specific areas of interest in which they are willing to receive offers via email.

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The CPRA, which went into effect on January 1, 2023, expands upon the protections provided by the CCPA, including new limitations on the sale or sharing of consumers’ personal information, and the creation of a new state agency to enforce the CPRA’s protections.

The CPRA was further amended effective January 1, 2026 to include, among other requirements, additional audit requirements and risk assessments to which we

may be subject.

In addition, numerous state legislatures have passed, or are contemplating passing legislation similar in nature to the CPRA.

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Our employees are not represented by any union and are not the subject of a collective bargaining agreement.

We believe that we have a good relationship with our employees and experienced strong engagement among team members during the year as evidenced by results from our annual engagement survey and below average turnover rate.

We believe that we have a good relationship with our employees and experienced solid engagement among team members during the year as evidenced by results from our annual engagement survey and below average turnover rate.

We offer flexible work schedules, abbreviated hours on Fridays, flexible paid time off and remote working opportunities for all team members to promote work/life balance.

We have made it a priority to support our employees as they work from home, including increased flexibility surrounding personal and family commitments and a quarterly work from home stipend.

The Company budgets for professional development training by both functional group and at the individual level each year.

Professional development could include attending an online class to learn a new skillset, attending a conference or finding opportunities within the organization to grow skill sets.

The Company budgets for professional development training at the functional group level.

Additionally, the Company has a tuition reimbursement program designed to provide employees with financial assistance in continuing their education.

Inclusion and diversity remain key priorities for the Company.

The diverse backgrounds, skills and experiences of executive officers, board members, and employees are important to both our values and performance.

We believe that a diverse board, management team and workforce that is reflective of our diverse customer base will position us to better understand customers’ wants and needs, which we believe drives our ability to deliver superior customer value and successfully innovate.

Inclusion remains a key priority for the Company.

The backgrounds, skills and experiences of executive officers, board members, and employees are important to both our values and performance.

We believe that a diverse board, management team and workforce that is reflective of our customer base will position us to better understand customers’ wants and needs, which we believe drives our ability to deliver superior customer value and successfully innovate.

Diverse perspectives amongst our management team and board allows them to evaluate issues through different experiences and perspectives and help guide the Company in a thoughtful way.

The Company’s internal Diversity, Equity and Inclusion program is based on promoting a culture of inclusivity, and includes Allyship training and Unconscious Bias training, which teaches team members how to better support marginalized groups.

Additionally, all team members participated in career development training to create a strategic action plan for their 2024 goals.

The Company has employee resource groups led by employees of underrepresented populations to share experiences and have a shared space.

The internal policies of the Company encourage attracting diverse candidates, ensuring that all team members are treated fairly and equally, amongst other things.

In 2021, the Company introduced inclusive fertility benefits which support all paths to parenthood and in 2022 expanded benefits to cover travel expenses related to women's health.

The Company’s internal Diversity, Equity and Inclusion program is based on promoting a culture of inclusivity, and includes Allyship training, which teaches team members how to better support regardless of individual differences.

Additionally, all team members participated in career training to create a strategic action plan for their 2025 goals.

The Company has employee resource groups led by employees to share experiences and have a safe, confidential space.

The internal policies of the Company encourage attracting candidates in the widest talent pool ensuring that all team members are treated fairly and equally, amongst other things.

In 2025, the Company continued its practice of offering inclusive fertility benefits which support all paths to parenthood and benefits to cover travel expenses related to women's health.

Information Availability

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business