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Item 7. Management’s Discussion and Analysis

2026-02-12 compared with 2025-02-12 · 306 added, 147 removed, 310 unchanged (59% of the section changed)

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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 almost 35 years.

Based on our operating structure, we have identified one reportable segment, Tech-focused, which includes the ClearanceJobs and Dice businesses and corporate related costs.

The ClearanceJobs and Dice businesses and corporate related costs are aggregated into the Tech-focused reportable segment primarily because the Company does not have discrete financial information for those brands or costs.

On January 13, 2025, we announced a strategic reorganization, restructuring our operations into two distinct divisions.

This reorganization aims to provide dedicated leadership for each brand — ClearanceJobs and Dice — to foster a unified vision and strategy tailored to their respective market dynamics.

In connection with the reorganization, we are realigning our reporting structure and will reevaluate our operating segments.

We have been in the recruiting and career development business for 35 years.

In connection with the organizational restructuring in the first quarter of 2025, as described in Note 5 to the accompanying consolidated financial statements, the Company changed its reportable segments to reflect the current operating structure.

Accordingly, prior periods have been recast to reflect the current segment presentation.

Management has organized its reportable segments based upon our internal management reporting and information provided to the chief operating decision maker "CODM" after the restructuring was completed.

The Company previously reported one segment, Tech-focused.

Information previously reported in the Tech-focused segment has been separated into ClearanceJobs ("CJ") and Dice, and the Company has two reportable segments:

ClearanceJobs and Dice.

See Note 19 of the notes to the consolidated financial statements for additional disclosures.

Recent Developments

Chief Financial Officer Transition and Appointment and Chief Legal Officer Appointment

Raime Leeby Muhle resigned from her position as Chief Financial Officer of the Company, effective November 14, 2024.

Leeby Muhle served the Company through December 31, 2024 in order to help support a transition.

On November 14, 2024 the Board of Directors of the Company appointed Greg Schippers, the Company’s Vice President of Finance and Controller, to also serve as Interim Chief Financial Officer.

On January 28, 2025, the Board of Directors removed the interim title and appointed Mr.

Schippers Chief Financial Officer.

Also on January 28, 2025, Mr.

Jack Connolly was appointed the Company's Chief Legal Officer.

Connolly previously served as the Company's General Counsel.

During January 2025, the Company announced an organizational restructuring intended to streamline its operations, drive business objectives, and reduce operating costs.

This includes a reduction of the Company’s current workforce by approximately 8% primarily by consolidating team structure and mid-level management within product development.

As a result of the restructuring, the positions of Chief Revenue Officer and Chief Marketing Officer were eliminated.

Stock Repurchase Plan

On January 21, 2025, the Company announced that its Board of Directors approved a new stock repurchase program that permits the purchase of up to $5.0 million of the Company's common stock through February 2026.

The number, price, structure, and timing of the repurchases, if any, will be at our sole discretion and future repurchases will be evaluated by us depending on market conditions, liquidity needs, restrictions under the agreements governing our indebtedness, and other factors.

Share repurchases may be made in the open market or in privately negotiated transactions.

The repurchase authorization does not oblige us to acquire any particular amount of our common stock.

The Board of Directors may suspend, modify, or terminate the repurchase program at any time without prior notice.

Section 382 Rights Plan

On January 28, 2025, the Company adopted a shareholder rights plan designed to protect stockholder value by preserving the availability of the Company’s net capital loss carryforwards (“Carryforwards”) and other tax attributes under the Internal Revenue Code of 1986, as amended (the “Code”) (such plan, the “Section 382 Rights Plan”).

The Section 382 Rights Plan aims to preserve the Company's Carryforwards by creating a disincentive for any stockholder to accumulate beneficial ownership of 4.99% or more of the Company’s outstanding common stock, or to further accumulate the Company’s common stock if the stockholder's beneficial ownership already exceeds 4.99%, in each case without the approval of the Company’s Board of Directors.

Any stockholder who beneficially owned 4.99% or more of the outstanding shares of the Company's common stock as of market close on January 28, 2025, when the Company first publicly announced adoption of the Section 382 Rights Plan, will not trigger the Section 382 Rights Agreement ("Rights Agreement") so long as that stockholder does not acquire beneficial ownership of any additional shares of common stock at a time when they still beneficially own 4.99% or more of such common

stock, subject to certain exceptions as set forth in the Rights Agreement.

Any such stockholder will not be permitted under the Section 382 Rights Plan to acquire any additional shares without approval of the Board of Directors.

The Board of Directors also has the authority to exempt certain stockholders and acquisitions from triggering the Section 382 Rights Plan.

In connection with its adoption of the Section 382 Rights Plan, the Board of Directors declared a dividend of one "right" under the Section 382 Rights Plan for each outstanding share of the Company’s common stock.

The dividend will be made to stockholders of record as of the close of business on February 7, 2025.

Any shares of the Company’s common stock issued after the record date will be issued together with a right.

The rights will initially trade with the Company’s common stock and will generally become exercisable only if a person (or any persons acting as a group) acquires 4.99% or more of the Company’s outstanding common stock.

If the rights become exercisable, all holders of rights (other than any triggering person) will be entitled to acquire additional shares of common stock at a 50% discount.

The rights will expire on January 28, 2028, provided that if the Company’s stockholders do not ratify the Section 382 Rights Plan at the Company's 2025 Annual Meeting of Stockholders, the rights will expire at 5:00 p.m.

eastern time on the day following the certification of the voting results of such meeting.

The rights may also expire on an earlier date upon the occurrence of certain events, including a determination by the Board of Directors that the Section 382 Rights Plan is no longer necessary or desirable for the preservation of the Company's Carryforwards or that no Carryforwards may be carried forward.

Please see Item 8 "Notes to Consolidated Financial Statements - 13.

Equity Transactions (Preferred Stock Purchase Rights)" for more information on the rights.

Our Revenues and Expenses

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

Dice had 4,711 recruitment package customers as of December 31, 2024, which was a decrease of 781, or 14%, year over year while average revenue per recruitment package customer for Dice increased 4% for the year ended December 31, 2024.

The decrease in recruitment package customers was due to macroeconomic conditions causing customer counts to decline while the average annual revenue per recruitment package customer increased driven by strong retention rates as our larger recurring customers continue to renew with Dice.

Dice had 4,132 recruitment package customers as of December 31, 2025, which was a decrease of 579 , or 12%, and average annual revenue per recruitment package customer for Dice decreased 3% for the year ended December 31, 2025.

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

Deferred revenue, as shown on the 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.

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.

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

Deferred revenue at December 31, 2024 was $45.5 million, a decrease of $4.5 million, or 9%, from December 31, 2023.

The decrease in deferred revenue was due to macroeconomic conditions continuing to slow hiring of technologists.

Backlog at December 31, 2024 was $111.3 million, an increase of $3.2 million, or 3%, from December 31, 2023.

The increase is primarily due to the Company's continued focus on signing multi-year contracts.

Deferred revenue at December 31, 2025 was $39.9 million, a decrease of $5.5 million, or 12%, from December 31, 2024 and backlog at December 31, 2025 was $99.6 million, a decrease of $5.2 million, or 5%, from December 31, 2024.

The decreases in deferred revenue and backlog are primarily due to macroeconomic conditions continuing to slow the hiring of technologists, causing lower demand for the Company's services.

To a lesser extent, we also generate revenue from advertising on our various websites or from lead generation and marketing solutions provided to our customers.

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Product Releases

ClearanceJobs Live, ClearanceJobs Pulse Newsfeed ClearanceJobs Comments, ClearanceJobs Expressed Interest, ClearanceJobs Enhanced Employer Profile, ClearanceJobs Mobile App, ClearanceJobs Live Stream

Dice Recruiter App, Easy Post Integration, Discover Companies, TopResume Integration, Dice Privacy & Trust Center Dice Premium Enhanced Company Profile, Dice Remote and Company Preferences, Dice Invite to Apply, Dice Matchscore on Jobs, Dice Connections, SMS Notifications, Company Search

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 Employer Experience Platform, Enhanced My Jobs, Detail Job View 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, but are not limited to, 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 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, positively impacting our results of operations.

If we are unable to continue to attract qualified professionals to engage with our websites, our customers may no longer find our services attractive, which could have a negative impact on our results of operations.

If we are unable to continue to attract qualified professionals to engage with our websites, 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 applying to jobs.

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Critical Accounting Estimates

This discussion of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S.

The preparation of these financial statements requires us to make estimates,

judgments and assumptions that affect the reported amount of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities.

This discussion of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with GAAP.

The preparation of these financial statements requires us to make estimates, judgments and assumptions that affect the reported amount of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities.

We evaluate our estimates, including our critical accounting estimates, on an ongoing basis.

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We believe the following critical accounting estimates affect our more significant judgments used in the preparation of our consolidated financial statements.

The amount of goodwill as of December 31, 2025 allocated to the ClearanceJobs and Dice reporting units was $97.7 million and $22.9 million, respectively.

We record goodwill when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible asset acquired.

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If the fair value of the reporting unit is less than its carrying amount, an impairment charge is recorded for the amount the carrying value exceeds the fair value.

Our annual impairment test for goodwill is performed on October 1 of each year.

The annual impairment test for the Tech-focused reporting unit performed as of October 1, 2024 resulted in the fair value of the reporting unit being substantially in excess of the carrying value.

Results for the Tech-focused reporting unit for the fourth quarter of 2024 and estimated future results as of December 31, 2024 approximate the projections used in the October 1, 2024 analysis.

As a result, the Company believes it is not more likely than not that the fair value of the reporting unit is less than the carrying value as of December 31, 2024.

Therefore, no quantitative impairment test was performed as of December 31, 2024.

No impairment was recorded during the years ended December 31, 2024, 2023 and 2022.

The amount of goodwill as of December 31, 2024 allocated to the Tech-focused reporting unit was $128.1 million.

The discount rate applied for the Tech-focused reporting unit in the October 1, 2024 analysis was 15.6%.

An increase to the discount rate applied or reductions to future projected operating results could result in future impairment of the Tech-focused reporting unit’s goodwill.

It is reasonably possible that changes in judgments, assumptions and estimates the Company made in assessing the fair value of goodwill could cause the Company to consider some portion or all of the goodwill of the Tech-focused reporting unit to become impaired.

In addition, a future decline in the overall market conditions, political instability, and/or changes in the Company’s market share could negatively impact the estimated future cash flows and discount rates used to determine the fair value of the reporting unit and could result in an impairment charge in the foreseeable future.

During the first quarter of 2025, in connection with the organizational restructuring, which is further described in Note 5 to the accompanying consolidated financial statements, the Company performed an interim impairment test of the Tech-focused reporting unit immediately prior to the restructuring, then allocated its goodwill into the two new reporting units, ClearanceJobs and Dice, based on the relative fair value of each reporting unit, and finally tested each reporting unit's goodwill for impairment.

The interim impairment test performed immediately prior to the organizational restructuring indicated that the fair value of the Tech-focused reporting unit was substantially in excess of the carrying value as of the date of the organizational restructuring.

The prior Tech-focused reporting unit's goodwill of $128.1 million was allocated to ClearanceJobs and Dice based on their relative fair values, which resulted in goodwill for ClearanceJobs and Dice of $97.4 million and $30.7 million, respectively.

The impairment test performed immediately after the allocation for the ClearanceJobs reporting unit indicated that the fair value was substantially in excess of the carrying value as of the date of the organizational restructuring.

The impairment test performed immediately after the allocation for the Dice reporting unit resulted in the Company recording an impairment charge of $7.8 million during the first quarter of 2025.

The Dice projections utilized in the organizational restructuring impairment test included increasing revenues at rates approximating industry growth projections.

The annual impairment test for the ClearanceJobs and Dice reporting units are performed on October 1 of each year.

The Company’s ability to achieve the projections used in the annual impairment tests may be impacted by, among other things, general market conditions, competition in the technology recruiting market, challenges in developing and introducing new products and product enhancements to the market, and the Company’s ability to attribute value delivered to customers.

If future cash flows that are attributable to the ClearanceJobs and Dice reporting units are not achieved, the Company could realize an impairment in a future period.

The annual impairment test for the ClearanceJobs and Dice reporting units performed as of October 1, 2025 resulted in the fair value of the reporting units being in excess of each respective carrying value.

Results for the ClearanceJobs and Dice reporting units for the fourth quarter of 2025 and estimated future results as of December 31, 2025 approximate the projections used in the October 1, 2025 analysis.

As a result, the Company believes it is not more likely than not that the fair value of each reporting unit is less than each respective carrying value as of December 31, 2025.

No impairment was recorded during the three month period ended December 31, and the years ended December 31, 2024 and 2023.

In addition, a future decline in the overall market conditions, political instability, and/or changes in the Company’s market share could negatively impact the estimated future cash flows and discount rates used to determine the fair value of the reporting units and could result in an impairment charge in the foreseeable future.

The determination of whether or not goodwill has become impaired is judgmental in nature and requires the use of estimates and key assumptions, particularly assumed discount rates and projections of future operating results, such as forecasted revenues and earnings before interest, taxes, depreciation and amortization margins and capital expenditure requirements.

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Changes in our strategy and/or market conditions could significantly impact these judgments and require adjustments to recorded amounts of goodwill.

Indefinite-Lived Acquired Intangible Asset

The indefinite-lived acquired intangible asset includes the Dice trademarks and brand name.

The Dice trademark, trade name and domain name is one of the most recognized names of online technology recruiting and career development.

Since Dice’s inception in 1991, the brand has been recognized as a leader in recruiting and career development services for technology and

engineering professionals.

Indefinite-Lived Acquired Intangible Assets

Dice Trademarks and Brand Name

As of December 31, 2025, the Company had an indefinite-lived acquired intangible asset of $14.2 million related to the Dice trademarks and brand name.

The Dice trademarks and trade name is one of the most recognized names of online technology recruiting and career development.

Since Dice’s inception in 1991, the brand has been recognized as a leader in recruiting and career development services for technology and engineering professionals.

Currently, the brand is synonymous with the most specialized online marketplace for industry-specific technologists.

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If the carrying value exceeds the fair value, an impairment loss is recorded.

The impairment test performed as of October 1, 2024 resulted in the fair value of the Dice trademarks and brand name exceeding the carrying value by 4%.

The Company's operating results attributable to the Dice trademarks and brand name for the fourth quarter of 2024 and estimated future results as of December 31, 2024 approximate the projections used in the October 1, 2024 analysis.

As a result, the Company believes it is not more likely than not that the fair value of the Dice trademarks and brand name is less than the carrying value as of December 31, 2024.

Therefore, no quantitative impairment test was performed as of December 31, 2024.

No impairment was recorded during the years ended December 31, 2024, 2023 and 2022.

During the third quarter of 2025, because of the continuing impacts of tariffs, DOGE, and artificial intelligence (AI) models lowering the demand for technology professionals, when combined with the demand impacts of uncertainty surrounding the U.S.

federal budget during the quarter, and the subsequent shut-down of the U.S.

government, the Company recorded an impairment charge of $9.6 million, reducing the carrying value of the Dice trademarks and brand name to $14.2 million.

The projections utilized in the October 1, 2025 analysis included lower revenues in the near term due to tariffs, DOGE initiatives, AI, and uncertainty surrounding the U.S.

government budget and then increasing revenues at rates approximating industry growth projections.

The Company’s ability to achieve the projections used in the October 1, 2025 analysis may be impacted by, among other things, competition in the technology recruiting market, challenges in developing and introducing new products and product enhancements to the market and the Company’s ability to attribute value delivered to customers.

If future cash flows that are attributable to the Dice trademarks and brand name are not achieved, the Company could realize an impairment in a future period.

In the October 1, 2024 analysis, the Company utilized a relief from royalty rate method to value the Dice trademarks and brand name using a royalty rate of 4.0%, which is based on comparable industry licensing agreements and the profitability attributable to the Dice trademarks and brand name, and a discount rate of 16.6%.

future cash flows that are attributable to the Dice trademarks and brand name are not achieved, the Company could realize an impairment in a future period.

The determination of whether or not indefinite-lived acquired intangible asset has become impaired involves a significant level of judgment in the assumptions underlying the approach used to determine the value of the indefinite-lived acquired intangible asset.

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If projections are not achieved, the Company could realize an impairment in the foreseeable future.

We utilize the asset and liability method of accounting for income taxes.

Under this method, deferred income taxes are recognized for differences between the financial statement and tax bases of assets and liabilities at enacted statutory tax rates in effect for the years in which the differences are expected to reverse.

Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized.

The calculation of our tax liabilities involves dealing with uncertainties in applying tax laws and regulations in numerous jurisdictions.

Tax benefits from uncertain tax positions are recognized when it is more likely than not that the positions will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits.

Because of the complexity of some of these uncertainties, the ultimate resolution could result in a payment that is materially different from our current estimate of the accrual for unrecognized tax benefits.

Results of Operations

A discussion of our comparison between 2025 and 2024 is presented below.

A discussion of the changes in our results of operations between the years ended December 31, 2023 and December 31, 2022 has been omitted from this Annual Report on Form 10-K but may be found in Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 11, 2025, which is available free of charge on the SEC’s website at www.sec.gov and our corporate website (www.dhigroupinc.com).

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Depreciation 14,244 17,972 (3,728)

Amortization 333 — 333

Restructuring 6,486 1,111 5,375

Impairment of intangible assets 9,600 — 9,600

Impairment of goodwill 7,800 — 7,800

Impairment of right-of-use asset 1,379 — 1,379

Total operating expenses 139,199 135,601 3,598

Operating income $ 6,325 $ 6,288 $ 37

Operating income (loss) $ (11,373) $ 6,325 $ (17,698)

For the year ended December 31,

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Depreciation 11.1 % 12.7 %

Amortization 0.3 % — %

Restructuring 5.1 % 0.8 %

Impairment of intangible assets 7.5 % — %

Impairment of goodwill 6.1 % — %

Impairment of right-of-use asset 1.1 % — %

Total operating expenses 108.9 % 95.5 %

Operating income 4.5 % 4.1 %

Operating income (loss) (8.9) % 4.5 %

Comparison of Years Ended December 31, 2025 and 2024

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Total revenues $ 127,826 $ 141,926 $ (14,100) (10) %

We experienced a decrease in revenue of $14.1 million, or 10%.

Revenues for ClearanceJobs increased by $0.7 million, or 1%, as compared to the same period of 2024, driven by continued demand for professionals with government clearance and consistent product releases and enhancements driving activity on the site.

Revenue at Dice decreased by $14.8 million, or 17%, compared to the same period of 2024 due to macroeconomic conditions continuing to drive lower renewal rates, lower new business activity and lower activity with Dice's non-annual products.

Cost of Revenues

Year Ended December 31, Increase (Decrease) Percent

(in thousands, except percentages)

Cost of revenues

ClearanceJobs $ 6,889 $ 6,225 $ 664 11 %

Dice 12,656 13,938 (1,282) (9) %

Other corporate expenses 67 69 (2) (3) %

Total cost of revenue $ 19,612 $ 20,232 $ (620) (3) %

Percentage of revenues 15.3 % 14.3 %

Cost of revenue decreased by $0.6 million, or 3%, from the prior period.

The ClearanceJobs segment increased $0.7 million due to a $0.6 million increase in compensation related costs, primarily due to headcount, and an increase of $0.5 million in contract staffing costs, partially offset by a $0.4 million decrease in operational costs, primarily web hosting.

The Dice segment decreased $1.3 million compared to the prior year period due to a $2.1 million decrease in compensation related costs, primarily headcount and commissions, partially offset by lower capitalized labor of $0.6 million, which increases expense, and a $0.3 million increase in operational costs, primarily contract staffing, professional fees, consulting, and contractor costs.

Product Development Expenses

Year Ended December 31, Increase (Decrease) Percent

(in thousands, except percentages)

Product development

ClearanceJobs $ 5,223 $ 4,467 $ 756 17 %

Dice 7,403 14,370 (6,967) (48) %

Other corporate expenses 216 46 170 370 %

Total product development $ 12,842 $ 18,883 $ (6,041) (32) %

Percentage of revenues 10.0 % 13.3 %

Product development expenses decreased $6.0 million, or 32%, from the prior year period.

The ClearanceJobs segment increased $0.8 million driven by an increase of $0.4 million in compensation related costs, primarily due to headcount and $0.2 million increase in operational costs, primarily from consulting and travel.

The Dice segment decreased $7.0 million primarily due to lower compensation related costs of $11.0 million due to lower headcount from the June 2025 restructure, a decrease of $0.4 million in operational costs, primarily consulting and software subscriptions, partially offset by lower capitalized labor of $4.5 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

Year Ended December 31, Increase (Decrease) Percent

(in thousands, except percentages)

Sales and marketing

ClearanceJobs $ 14,614 $ 14,925 $ (311) (2) %

Dice 25,124 32,271 (7,147) (22) %

Other corporate expenses 82 186 (104) (56) %

Total sales and marketing $ 39,820 $ 47,382 $ (7,562) (16) %

Percentage of revenues 31.2 % 33.4 %

Sales and marketing expenses decreased $7.6 million, or 16%, from the same period in 2024.

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

The Dice segment decreased $7.1 million driven by lower compensation related costs of $5.7 million due to lower headcount, a $1.1 million decrease in discretionary marketing expenses, and a $0.3 million decrease in operational costs, including consulting, travel and credit card fees.

Other corporate expenses decreased 0.1 million due to compensation related costs that did not occur in the prior year period.

General and Administrative Expenses

Year Ended December 31, Increase (Decrease) Percent

(in thousands, except percentages)

General and administrative

ClearanceJobs $ 5,418 $ 5,841 $ (423) (7) %

Dice 10,352 11,842 (1,490) (13) %

Other corporate expenses 11,313 12,338 (1,025) (8) %

Total general and administrative $ 27,083 $ 30,021 $ (2,938) (10) %

Percentage of revenues 21.2 % 21.2 %

General and administrative costs decreased $2.9 million or 10%, from prior year.

The ClearanceJobs segment decreased $0.4 million driven by $0.6 million of lower compensation related costs, primarily stock-based compensation, partially offset by an increase of $0.2 million in operational costs, primarily professional fees.

The Dice segment decreased $1.5 million due to a $1.1 million decrease in compensation related costs, primarily stock-based compensation, and a $0.5 million decrease in operational costs, primarily software subscriptions and consulting.

Other corporate expenses decreased $1.0 million driven by $1.6 million of lower compensation related costs, primarily stock-based compensation, partially offset by a $0.5 million increase in operational costs including professional fees, education and training, and company events.

Year Ended December 31, Increase (Decrease) Percent

(in thousands, except percentages)

ClearanceJobs $ 2,946 $ 2,631 $ 315 12 %

Dice 11,298 15,341 (4,043) (26) %

Other corporate expenses — — — n.m.

Total depreciation $ 14,244 $ 17,972 $ (3,728) (21) %

Percentage of revenues 11.1 % 12.7 %

Depreciation expense decreased $3.7 million or 21% from 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 $4.0 million as fixed asset purchases, which are primarily comprised of capitalized development costs, have declined.

Year Ended December 31, Increase (Decrease) Percent

(in thousands, except percentages)

ClearanceJobs $ 333 $ — $ 333 — %

Dice — — — n.m.

Other corporate expenses — — — n.m.

Total amortization $ 333 $ — $ 333 — %

Percentage of revenues 0.3 % — %

Amortization expense increased $0.3 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 consolidated financial statements included elsewhere in this report for additional information.

Restructuring

Year Ended December 31, Increase (Decrease) Percent

(in thousands, except percentages)

Restructuring

ClearanceJobs $ 372 $ 284 $ 88 31 %

Dice 3,844 827 3,017 365 %

Other corporate expenses 2,270 — 2,270 — %

Total restructuring $ 6,486 $ 1,111 $ 5,375 484 %

Percentage of revenues 5.1 % 0.8 %

During the years ended December 31, 2025 and 2024, the Company recorded restructuring charges of $6.5 million and $1.1 million, respectively, as part of organizational restructurings intended to streamline its operations, drive business objectives, reduce operating expenses and improve operating margins.

Impairment of Intangible Assets

Year Ended December 31, Increase (Decrease) Percent

(in thousands, except percentages)

Impairment of intangible assets

ClearanceJobs $ — $ — $ — n.m.

Dice 9,600 — 9,600 — %

Other corporate expenses — — — n.m.

Total impairment of intangible assets $ 9,600 $ — $ 9,600 — %

Percentage of revenues 7.5 % — %

During the third quarter of 2025, the Company recorded a $9.6 million loss related to the impairment of intangible assets in the Dice segment.

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

Impairment of Goodwill

Year Ended December 31, Increase (Decrease) Percent

(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 — %

Percentage of revenues 6.1 % — %

During the first quarter of 2025, the Company recorded a $7.8 million loss related to the impairment of goodwill in the Dice segment.

See Note 11 to the consolidated financial statements included elsewhere in this report for additional information.

Impairment of right-of-use asset

Year Ended December 31, Increase (Decrease) Percent

(in thousands, except percentages)

Impairment of right-of-use asset

ClearanceJobs $ 552 $ — $ 552 — %

Dice 827 — 827 — %

Other corporate expenses — — — n.m.

Total impairment of right-of-use asset $ 1,379 $ — $ 1,379 — %

Percentage of revenues 1.1 % — %

During the fourth quarter of 2025, due to headcount reductions, the Company began a search to sublease certain office space.

As a result, the Company has performed an impairment analysis of the respective lease agreement.

The fair value was determined using the present value of the expected sublease rentals that the Company expects could be generated over the remaining lease term.

As a result, the Company recorded an impairment charge of $1.4 million in the fourth quarter of 2025, of which the ClearanceJobs segment was allocated $0.6 million and the Dice segment was allocated $0.8 million.

Operating Income (Loss)

Year Ended December 31, Increase (Decrease) Percent

(in thousands, except percentages)

Revenue $ 127,826 $ 141,926 $ (14,100) (9.9) %

Operating income (loss) (11,373) 6,325 $ (17,698) (279.8) %

Percentages of revenues (8.9) % 4.5 %

Operating loss for the year ended December 31, 2025 was $11.4 million, a negative margin of 8.9%, compared to operating income of $6.3 million, a margin of 4.5%, for the same period in 2024.

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

Income from equity method investment

Year Ended December 31, Increase (Decrease) Percent

(in thousands, except percentages)

Income from equity method investment $ 92 $ 225 $ (133) (59.1) %

Percentage of revenues 0.1 % 0.2 %

During the years ended December 31, 2025 and 2024, the Company recorded $0.1 million and $0.2 million, respectively, of income related to its proportionate share of eFinancialCareers's ("eFC") net income.

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

See Note 8 of the notes to consolidated financial statements for additional information.

Impairment of investments

Year Ended December 31, Increase (Decrease) Percent

(in thousands, except percentages)

Impairment of investments $ 948 $ 400 $ 548 137.0 %

Percentage of revenues 0.7 % 0.3 %

During the years ended December 31, 2025 and 2024, the Company recognized losses of $0.9 million and $0.4 million, respectively, related to the impairment of investments.

See Note 8 of the notes to consolidated financial statements for additional information.

Interest Expense and Other

Year Ended December 31, Increase (Decrease) Percent

(in thousands, except percentages)

Interest expense and other $ 2,459 $ 3,200 $ (741) (23.2) %

Percentage of revenues 1.9 % 2.3 %

Interest expense and other decreased by $0.7 million, or 23.2%, from the same period in 2024, primarily due to lower debt outstanding and lower interest rates on our revolving credit facility during the current period.

Year Ended December 31,

(in thousands, except

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

Income tax expense (benefit) (1,178) 2,697

Effective tax rate 8.0 % 91.4 %

Our effective income tax rate was 8.0% and 91.4% for the years ended December 31, 2025 and 2024, respectively.

The 2025 effective rate differed from the federal statutory rate primarily due to nondeductible impairments, the tax impact of stock-based compensation awards, deduction limits on executive compensation, and the completion of a federal tax examination related to research credits.

The 2024 effective rate differed from the federal statutory rate primarily due to the tax impact of stock-based compensation awards, state taxes, deduction limitations on executive compensation, and tax credits for research and development.

Earnings per Share

Year Ended December 31,

(in thousands, except

per share amounts)

Net income (loss) $ (13,510) $ 253

Weighted-average shares outstanding - basic 44,775 44,648

Weighted-average shares outstanding - diluted 44,775 45,090

Diluted earnings (loss) per share $ (0.30) $ 0.01

Diluted earnings (loss) per share was $(0.30) and $0.01 for the years ended December 31, 2025 and 2024, respectively.

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

Comparison of Years Ended December 31, 2024 and 2023

Year Ended December 31, Increase (Decrease) Percent

(in thousands, except percentages)

ClearanceJobs

$ 54,143 $ 50,348 $ 3,795 8 %

(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 years ended December 31, 2024 and 2023.

Dice 87,783 101,530 (13,747) (14) %

Total revenues $ 141,926 $ 151,878 $ (9,952) (7) %

We experienced a decrease in revenue of $10.0 million, or 7%.

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Cost of Revenues

Year Ended December 31, Increase Percent

Year Ended December 31, Increase (Decrease) Percent

(in thousands, except percentages)

Cost of revenues

ClearanceJobs $ 6,225 $ 5,170 $ 1,055 20 %

Dice 13,938 14,617 (679) (5) %

Other corporate expenses 69 — 69 — %

Total cost of revenue $ 20,232 $ 19,787 $ 445 2 %

Percentage of revenues 14.3 % 13.0 %

Cost of revenues increased by $0.4 million, or 2.2%, driven by lower capitalized labor of $0.7 million, which increases operating expenses, and an increase of $0.5 million in operational costs, primarily related to professional fees and amortization of cloud computing costs.

The increases were partially offset by a $0.8 million decrease in compensation related costs due to lower headcount.

Cost of revenue increased by $0.4 million, or 2%, from the prior period.

The ClearanceJobs segment increased $1.1 million due to a $0.4 million increase in compensation related costs, primarily due to headcount, an increase of $0.5 million operational costs including software subscriptions, web hosting, and professional fees.

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.

The Dice decrease was partially offset by lower capitalized labor of $0.6 million, which increases expense, and a $0.3 million increase in operational costs, primarily professional fees and contractor costs.

Product Development Expenses

Year Ended December 31, Increase Percent

Year Ended December 31, Increase (Decrease) Percent

(in thousands, except percentages)

Product development

ClearanceJobs $ 4,467 $ 4,217 $ 250 6 %

Dice 14,370 13,539 831 6 %

Other corporate expenses 46 21 25 119 %

Total product development $ 18,883 $ 17,777 $ 1,106 6 %

Percentage of revenues 13.3 % 11.7 %

Product development expenses increased $1.1 million, or 6.2%, driven by lower capitalized labor of $2.4 million, which increases operating expenses.

This increase was partially offset by a $1.3 million decrease in compensation related costs, primarily related to lower headcount.

Product development expenses increased $1.1 million, or 6%, from the prior year period.

The ClearanceJobs segment increased $0.3 million driven by an increase of $0.2 million in compensation related costs, primarily due to headcount.

The Dice segment increased $0.8 million primarily due to lower capitalized labor of $2.5 million, which increases expense, partially offset by lower compensation related costs of $1.5 million due to lower headcount and a decrease of $0.3 million in operational costs, primarily consulting.

Sales and Marketing Expenses

Year Ended December 31, Decrease Percent

Year Ended December 31, Increase (Decrease) Percent

(in thousands, except percentages)

Sales and marketing

ClearanceJobs $ 14,925 $ 15,850 $ (925) (6) %

Dice 32,271 41,296 (9,025) (22) %

Other corporate expenses 186 275 (89) (32) %

Total sales and marketing $ 47,382 $ 57,421 $ (10,039) (17) %

Percentage of revenues 33.4 % 37.8 %

Sales and marketing expenses decreased $10.0 million, or 17%, from the same period in 2023.

The decrease was driven by a $7.0 million decrease in compensation related costs, including lower commissions and headcount, $2.0 million in operational costs, including credit card fees, consulting fees, and sales performance incentives, and $1.1 million in discretionary marketing expenses.

The ClearanceJobs segment decreased $0.9 million driven by lower compensation related costs primarily due to lower commissions.

The Dice segment decreased $9.0 million driven by lower compensation related costs of $6.1 million due to lower headcount and commissions, a $1.5 million decrease in discretionary marketing expenses, and a $1.4 million decrease in operational costs, including consulting, travel and credit card fees.

General and Administrative Expenses

Year Ended December 31, Decrease Percent

Year Ended December 31, Increase (Decrease) Percent

(in thousands, except percentages)

General and administrative

ClearanceJobs $ 5,841 $ 5,462 $ 379 7 %

Dice 11,842 12,270 (428) (3) %

Other corporate expenses 12,338 13,541 (1,203) (9) %

Total general and administrative $ 30,021 $ 31,273 $ (1,252) (4) %

Percentage of revenues 21.2 % 20.6 %

General and administrative costs decreased $1.3 million or 4%, from prior year.

The decrease was driven by a $1.9 million decrease in compensation related costs, primarily related to stock-based compensation and lower headcount, and $0.4 million in software subscriptions.

The decrease was partially offset by a $1.0 million increase in operational costs, primarily professional fees.

Year Ended December 31, Increase Percent

The ClearanceJobs segment increased $0.4 million driven by $0.3 million of higher compensation related costs, primarily stock-based compensation and higher headcount.

The Dice segment decreased $0.4 million primarily due to a decrease in compensation related costs, primarily stock-based compensation.

Other corporate expenses decreased $1.2 million driven by lower compensation related costs, primarily stock-based compensation and lower headcount.

Year Ended December 31, Increase (Decrease) Percent

(in thousands, except percentages)

Depreciation $ 17,972 $ 16,915 $ 1,057 6.2 %

ClearanceJobs $ 2,631 $ 1,996 $ 635 32 %

Dice 15,341 14,919 422 3 %

Other corporate expenses — — — n.m.

Total depreciation $ 17,972 $ 16,915 $ 1,057 6 %

Percentage of revenues 12.7 % 11.1 %

Depreciation expense increased $1.1 million or 6.2% from the same period in 2023.

The increase was driven by the high fixed asset purchases during 2023, which had a full year of depreciation in 2024.

Depreciation increased $1.1 million or 6% from the same period in 2023.

The ClearanceJobs segment increased $0.6 million and the Dice segment increased by $0.4 million, both driven by the high fixed asset purchases during 2023, which had a full year of depreciation in 2024.

Restructuring

Year Ended December 31, Decrease Percent

Year Ended December 31, Increase (Decrease) Percent

(in thousands, except percentages)

Restructuring

ClearanceJobs $ 284 $ 152 $ 132 87 %

Dice 827 1,473 (646) (44) %

Other corporate expenses — 792 (792) (100) %

Total restructuring $ 1,111 $ 2,417 $ (1,306) (54) %

Percentage of revenues 0.8 % 1.6 %

1 unchanged sentence

The restructurings included a reduction of the Company's then-current workforce by approximately 7% and 10% for years ended December 31, 2024 and 2023, respectively.

Operating Income (Loss)

Year Ended December 31, Decrease Percent

Operating Income

Year Ended December 31, Increase (Decrease) Percent

(in thousands, except percentages)

5 unchanged sentences

Income from equity method investment

Year Ended December 31, Decrease Percent

Year Ended December 31, Increase (Decrease) Percent

(in thousands, except percentages)

5 unchanged sentences

Gain on investments

Year Ended December 31, Decrease Percent

Year Ended December 31, Increase (Decrease) Percent

(in thousands, except percentages)

1 unchanged sentence

Percentage of revenues — % 0.4 %

During the year ended December 31, 2023, the Company recognized a $0.6 million gain from a partial sale of its 40% common share interest in eFC.

During the year ended December 31, 2023, the Company recorded $0.6 million gain from a partial sale of its 40% common share interest in eFC.

See Note 8 of the notes to consolidated financial statements for additional information.

Impairment of investment

Year Ended December 31, Increase Percent

Impairment of investments

Year Ended December 31, Increase (Decrease) Percent

(in thousands, except percentages)

Impairment of investment $ 400 $ 300 $ 100 33.3 %

Impairment of investments $ 400 $ 300 $ 100 33 %

Percentage of revenues 0.3 % 0.2 %

During the years ended December 31, 2024 and 2023, the Company recognized losses of $0.4 million and $0.3 million, respectively, related to the impairment of an investment.

During the years ended December 31, 2024 and 2023, the Company recognized losses of $0.4 million and $0.3 million, respectively, related to the impairment of investments.

See Note 8 of the notes to consolidated financial statements for additional information.

Interest Expense and Other

Year Ended December 31, Decrease Percent

Year Ended December 31, Increase (Decrease) Percent

(in thousands, except percentages)

7 unchanged sentences

Effective tax rate 91.4 % 3.6 %

A reconciliation between the income tax expense at the federal statutory rate and the reported income tax expense is summarized as follows:

Year Ended December 31,

Federal statutory rate $ 620 $ 760

Loss on sale of investments — (22,881)

Expiration of capital loss carryforward 113 4,680

Stock-based compensation 1,982 (399)

State tax expense, net of federal effect 419 80

Change in accrual for unrecognized tax benefits 28 263

Executive compensation 308 1,214

Research and development tax credits (684) (1,651)

Income from equity method investment (47) (105)

Change in valuation allowance (78) 18,158

Income tax expense $ 2,697 $ 131

Our effective income tax rate was 91.4% and 3.6% for the years ended December 31, 2024 and 2023, respectively.

The 2024 tax rate differed from the federal statutory rate primarily due to the tax impact of stock-based compensation awards, state taxes, deduction limitations on executive compensation, and tax credits for research and development.

The 2023 tax rate differed from the federal statutory rate primarily because of permanent book/tax differences in basis related to the sale of investments, the expiration of a capital loss carryforward, the tax impact of stock-based compensation awards, deduction limitations on executive compensation, tax credits for research and development, and an increase in the valuation allowance for capital loss carryforwards.

The 2023 effective rate differed from the federal statutory rate primarily because of permanent book/tax differences in basis related to the sale of investments, the expiration of a capital loss carryforward, the tax impact of stock-based compensation awards, deduction limitations on executive compensation, tax credits for research and development, and an increase in the valuation allowance for capital loss carryforwards.

Earnings per Share

15 unchanged sentences

Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP metrics 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 this measure to calculate amounts of performance based compensation under the senior management incentive bonus program.

15 unchanged sentences

2025 2024 2023

Reconciliation of Net Income to Adjusted EBITDA:

Net income $ 253 $ 3,491 $ 4,176

Reconciliation of Net Income (loss) to Adjusted EBITDA:

Net income (loss) $ (13,510) $ 253 $ 3,491

Interest expense 2,459 3,200 3,482

1 unchanged sentence

Depreciation 14,244 17,972 16,915

Amortization 333 — —

Non-cash stock based compensation 4,857 8,063 9,467

Income from equity method investment (92) (225) (502)

Proceeds from settlement — — (2,061)

Impairment of intangible assets 9,600 — —

Impairment of goodwill 7,800 — —

Impairment of right-of-use asset 1,379 — —

Gain on investments — — (614)

Impairment of investment 400 300 2,300

Impairment of investments 948 400 300

Severance, professional fees and related costs 1,777 1,842 1,167

18 unchanged sentences

Revenues $ 127,826 $ 141,926 $ 151,878

Net income $ 253 $ 3,491 $ 4,176

Net income margin (1)

Net income (loss) $ (13,510) $ 253 $ 3,491

Net income (loss) margin (1)

(11) % — % 2 %

Adjusted EBITDA $ 35,103 $ 35,313 $ 36,254

20 unchanged sentences

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

Net cash flows from operating activities were $21.0 million and $21.3 million for the years ended December 31, 2024 and 2023, respectively, a decrease of $0.3 million.

Net cash flows from operating activities were $21.1 million and $21.0 million for the

years ended December 31, 2025 and 2024, respectively, an increase of $0.1 million.

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.

2 unchanged sentences

During the year ended December 31, 2025, cash used in investing activities was $8.7 million compared to $13.9 million of cash used in investing activities during the year ended December 31, 2024.

Cash used in investing activities during the year ended December 31, 2025 is comprised of $7.3 million of purchases of fixed assets and $1.4 million of payments for acquisition.

Cash used in investing activities during the year ended December 31, 2024 is comprised of $13.9 million of purchases of fixed assets.

Cash used in investing activities during the year ended December 31, 2023 is comprised of $20.3 million of purchases of fixed assets, partially offset by $5.0 million of cash received from sale of investment.

Included in fixed asset purchases for the years ended December 31, 2025 and 2024 was $6.8 million and $12.5 million, respectively, of capitalized development costs, which includes capitalized software costs and website development costs.

1 unchanged sentence

Cash used in financing activities during the year ended December 31, 2025 was $13.2 million primarily due to cash uses of $11.2 million, net, related to share repurchases and $2.0 million of net payments on long-term debt.

Cash used during the year ended December 31, 2023 was $4.8 million primarily due to cash uses of $12.8 million, net, related to share repurchases, partially offset by $8.0 million of net proceeds on long-term debt.

Cash used during the year ended December 31, 2024 was $7.6 million primarily due to cash uses of $1.6 million, net, related to share repurchases and $6.0 million of net payments on long-term debt.

Financings and Capital Requirements

6 unchanged sentences

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 6.46% (the rate in effect on December 31, 2024) on our current borrowings, interest payments are expected to be $2.1 million per year in years 2025 through 2026 and $1.0 million in 2027.

Assuming an interest rate of 5.83% (the rate in effect on December 31, 2025) on our current borrowings, interest payments are expected to be $1.7 million in 2026 and $0.9 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.

4 unchanged sentences

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.

The leases generally have initial terms from five years 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.

5 unchanged sentences

As of December 31, 2025, we recorded approximately $0.6 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.

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 December 31, 2025 are $0.6 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 twelve months.

During February 2024, the stock repurchase program approved in February 2023 expired with a total of 1.4 million shares purchased for $5.2 million.

On January 21, 2025 the Company announced that its Board of Directors approved a new stock repurchase program that permits the purchase of up to $5.0 million of the Company's common stock through February 2025.

During October 2025, the stock repurchase program approved in February 2025 expired with a total of 2.1 million shares purchased for $5.0 million.

During November 2025, the Company announced that its Board of Directors approved a new stock repurchase program that permits the purchase of up to $5.0 million of the Company's common stock through November 2026.

In January 2026, the stock repurchase program approved in November 2025 expired with a total of 2.9 million shares purchased for $5.0 million.

During February 2026, the Company announced that its Board of Directors approved a new stock repurchase program that permits the purchase of up to $10.0 million of the Company's common stock through February 2027.

We anticipate capital expenditures in 2026 to be approximately $6 million to $7 million.

11 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 7. Management’s Discussion and Analysis