What changed in this filing

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Item 1A. Risk Factors

2026-02-12 compared with 2025-02-12 · 32 added, 16 removed, 457 unchanged (10% of the section changed)

4 unchanged sentences

As a result of our strategic focus on technology professionals and the divesting of our businesses operating in and focused on different professions, we have an increased dependence on the demand for technology-focused professionals and may not have the mitigating benefits of exposure to a portfolio of diverse professions in the event of a downturn in the demand for such technology professionals.

For example, in 2024 several large technology companies underwent planned layoffs.

For example, in 2024 and 2025 several large technology companies underwent planned layoffs.

If the need for technology professionals decreases, whether because there is reduced demand for technologists by our customers, as a result of macroeconomic conditions affecting their businesses, the aforementioned layoffs, reductions in hiring or otherwise, our ability to sell recruitment packages to our customers may be adversely impacted.

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We compete with other companies that direct all or portions of their websites toward certain segments or sub-segments of the industries we serve.

We compete with generalist job boards, some of which have substantially greater resources and brand recognition than we do, such as CareerBuilder, Monster.com, Indeed, ZipRecruiter, and Seek, which, unlike specialist job boards, permit customers to enter into a single contract to find professionals across multiple occupational categories and attempt to fill all of their hiring needs through a single website, as well as job boards focused specifically on the industries we service, such as Stack Overflow and Upwork.

We also may compete with newspaper and magazine publishers, as well as national and regional advertising agencies, executive search firms and search and selection firms that carry classified advertising, many of whom have developed, begun developing or acquired new media

capabilities, such as recruitment websites, or have recently partnered with generalist job boards.

We also compete with general business sites and print publications, as well as technology news and information community sites, such as Google News, Digg.com and Reddit.com.

We compete with generalist job boards, some of which have substantially greater resources and brand recognition than we do, such as Indeed, ZipRecruiter, and Seek, which, unlike specialist job boards, permit customers to enter into a single contract to find professionals across multiple occupational categories and attempt to fill all of their hiring needs through a single website, as well as job boards focused specifically on the industries we service, such as Stack Overflow and Upwork.

websites, or have recently partnered with generalist job boards.

We also compete with general business sites and print publications, as well as technology news and information community sites, such as Google News and Reddit.com.

In addition, we face competition from aggregators of classified advertising, including TalentBin, Entelo, JobDiva, Daxtra, CEIPAL, and Google.

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The value of our websites to our customers is dependent on our ability to continuously attract professionals with the experience, education and skill-sets our customers seek.

For example, the professionals who post their resumes on Dice.com are generally highly educated, have extensive work experience, and the majority are currently employed.

For example, the professionals who post their resumes on ClearanceJobs.com and Dice.com are generally highly educated, have extensive work experience, and the majority are currently employed.

To grow our businesses, we must continue to convince qualified professionals that our services will assist them in finding employment, so that customers will choose to use our services to find employees.

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We claim common law protection on certain names and marks that we have used in connection with our business activities and the content included on our websites.

We also own a number of registered or applied-for trademarks and service marks that we use in connection with our business, including both plain text and stylized CLEARANCEJOBS.COM and DICE as well as stylized DHI, the stylized "D" utilized on Dice social media and both plain and colorized ClearanceJobs logs.

We also own a number of registered trademarks and service marks that we use in connection with our business, including both plain text and stylized CLEARANCEJOBS.COM and DICE as well as stylized DHI, the stylized "D" utilized on Dice social media and both plain and colorized ClearanceJobs logos.

Although we generally pursue the registration of material service marks and other material intellectual property we own, where applicable, we have copyrights, trademarks and/or service marks that have not been registered in the United States and/or other jurisdictions.

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We may enter into strategic marketing arrangements with certain third parties pursuant to which we license our trademarks, service marks and content to such third parties in order to promote our brands and services and to generate leads for our businesses.

While we attempt to ensure that the quality of our brands is maintained by these licensees, we cannot assure you that third-party licensees of our proprietary rights will always take actions to protect the value of our intellectual property and reputation, and if they fail to do so, such failure could adversely affect our business and reputation.

While we attempt to ensure that the quality of our brands is maintained by these licensees, we cannot assure that third-party licensees of our proprietary rights will always take actions to protect the value of our intellectual property and reputation, and if they fail to do so, such failure could adversely affect our business and reputation.

If our business fails to attract and retain users, particularly users who create and post original content on our web properties, our financial results will be adversely affected.

1 unchanged sentence

If our development efforts fail to facilitate such activities on our web properties, the level of user engagement and interaction will not increase and may decline.

Even if we succeed in facilitating such activities on our sites, there can be no assurance that such improvements will be deployed in a timely or cost-

effective manner.

If we fail to increase user engagement and interaction on our web properties, we will not attract and retain a loyal user base or the advertisers who desire to reach them, which will adversely affect our business and our ability to maintain or grow our revenue.

Even if we succeed in facilitating such activities on our sites, there can be no assurance that such improvements will be deployed in a timely or cost-effective manner.

If we fail to increase user engagement and interaction on our web properties, we will not attract and retain a

loyal user base or the advertisers who desire to reach them, which will adversely affect our business and our ability to maintain or grow our revenue.

We may be impacted by unfavorable decisions in proceedings related to future tax assessments.

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As with many innovations, AI presents risks and challenges that could affect its adoption, and therefore our business.

AI models may reduce the demand for technology professionals in the workforce.

AI algorithms may be flawed.

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Some AI scenarios present ethical issues or may have broad impacts on society.

If we enable or offer AI solutions that have unintended consequences or are controversial because of their

impact on human rights, privacy, employment, or other social, economic, or political issues, we may experience brand or reputational harm.

If we enable or offer AI

solutions that have unintended consequences or are controversial because of their impact on human rights, privacy, employment, or other social, economic, or political issues, we may experience brand or reputational harm.

For example, perceived or actual technical, legal, compliance, privacy, security, ethical or other issues relating to the use of AI may cause public confidence in AI to be undermined, which could slow our customers’ adoption of our products and services that use AI.

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

The CPRA was again amended effective January 1, 2026 implementing, among other things, data minimization requirements and additional processes surrounding consumer verification rights.

To the extent these laws differ from existing laws, our compliance efforts will be further complicated.

113 unchanged sentences

During 2009, we experienced a 29% decline in revenues compared to 2008.

If an economic environment similar to those experienced during 2008 and 2009 returns, or if the environment we experienced in 2024 continues, our ability to generate revenue may be adversely affected.

If an economic environment similar to those experienced during 2008 and 2009 returns, or if the environment of lower tech hiring we've experienced in recent years continues, our ability to generate revenue may be adversely affected.

In addition, the general level of economic activity in the regions and industries in which we operate significantly affects demand for our services.

1 unchanged sentence

Therefore, our operating results, business and financial condition could be significantly harmed by an extended economic downturn or future downturns, especially in regions or industries where our operations are heavily concentrated.

Our results could be further impacted by other macroeconomic conditions including government shutdowns and the impact of initiatives to restructure or streamline government agencies such as the Department of Government Efficiency Workforce Optimization ("DOGE") initiative.

Further, we may face increased pricing pressures during such periods as customers seek to use lower cost or fee services.

10 unchanged sentences

Accordingly, if the domestic or global economies worsen or volatility occurs, our business, results of operations and financial condition could be materially and adversely affected.

Potential federal government shutdowns and funding lapses could have a material adverse effect on the results of our operations.

Because the value of our business to our customers, and in particular, ClearanceJobs, is dependent in part on hiring by U.S.

government agencies and contractors, our business may be directly or indirectly affected by the suspension or delay of federal

hiring or hiring suspensions by U.S.

government contractors as government activities are suspended.

Demand for recruitment

packages, job postings or advertisements and for talent acquisition services in general could be materially adversely affected by

this or future government shutdowns.

Although most shutdowns have typically been resolved within weeks and their overall economic impacts have been limited,

there can be no assurance as to the duration or ultimate effects of the current shutdown or the possibility of additional funding

lapses in the future.

Management continues to monitor developments closely and to evaluate potential risks and mitigation

We could be subject to infringement and other claims relating to our services or the content on our websites that may result in costly litigation, the payment of damages or the need to revise the way we conduct business.

1 unchanged sentence

From time to time we receive notices alleging potential infringement of intellectual property or other proprietary rights of third parties or non-compliance with applicable laws.

seeking to protect our marks, copyrights, domain names and other intellectual property rights, or in defending ourselves against claims of infringement or non-compliance that may or may not be without merit, we could face costly litigation and the diversion of our management’s attention and resources.

In seeking to protect our marks, copyrights, domain names and other intellectual property rights, or in defending ourselves against claims of infringement or non-compliance that may or may not be without merit, we could face costly litigation and the diversion of our management’s attention and resources.

Claims against us could result in the need to develop alternative trademarks, content, technology or other intellectual property or enter into costly royalty or licensing agreements, or substantially modify or cease to offer one or more of our services, which could have a material adverse effect on our business, results of operations, financial condition and liquidity.

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Although we intend to meet these commitments, we may be required to expend significant resources to do so, which could increase our operational costs.

Further, there can be no assurance of the extent to which our commitment will be achieved, or that any future investments we make in furtherance of achieving such target and goal will meet investor expectations or legal standards, if any, regarding sustainability performance.

Further, there can be no assurance of the extent to which our commitment will be achieved, or that any future investments we make in furtherance of achieving such target and goal will meet investor

expectations or legal standards, if any, regarding sustainability performance.

Moreover, we may determine that it is in the best interest of our Company and our stockholders to prioritize other business, social, governance or sustainable investments over the achievement of our current commitments based on economic, technological developments, regulatory and social factors, business strategy or pressure from investors, activist groups or other stakeholders.

4 unchanged sentences

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 1A. Risk Factors