What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-12 compared with 2025-02-12 · 413 added, 257 removed, 697 unchanged (49% of the section changed)

13 unchanged sentences

We have audited the accompanying consolidated balance sheets of DHI Group, Inc.

and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes, and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").

and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements").

We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Goodwill and Indefinite Long-Lived Acquired Intangible Asset – Refer to Notes 2, 9, and 10 to the financial statements

Goodwill and Indefinite Long-Lived Acquired Intangible Assets– Refer to Notes 2, 10, and 11 to the financial statements

Critical Audit Matter Description

The Company determines whether the carrying value of recorded goodwill is impaired on an annual basis or more frequently if indicators of potential impairment exist.

The Company determines whether the carrying value of recorded goodwill for each reporting unit is impaired on an annual basis or more frequently if indicators of potential impairment exist.

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.

The Company determined the fair value of its reporting unit by using a combination of a discounted cash flow methodology and a market comparable method.

The determination of the fair value for the Company’s reporting unit (“Tech-focused”) is judgmental and required management to make significant estimates and assumptions including forecasts of future revenue, EBITDA margin and the discount rate.

The Company’s evaluation of its indefinite lived trademark and brand intangible asset (“Dice”) involves the comparison of the fair value to the carrying value.

The determination of the fair value for the Company’s reporting units (ClearanceJobs and Dice) is judgmental and required management to make significant estimates and assumptions including forecasts of future revenue, EBITDA margin and the discount rate.

The Company’s evaluation of its indefinite lived trademark and brand intangible asset (“Dice trademark”) involves the comparison of the fair value to the carrying value.

The Company determined the fair value of Dice using a relief from royalty rate valuation method.

The determination of the fair value of Dice required management to make significant estimates and assumptions including forecasts of future revenue, the royalty rate and the discount rate.

The goodwill balance was $128.1M as of December 31, 2024.

The fair value of the reporting unit exceeded its carrying value as of the measurement date, October 1, 2024, and therefore, no goodwill impairment was recognized.

The carrying value of Dice was $23.8M as of December 31, 2024.The fair value of Dice exceeded its carrying value as of the measurement date, October 1, 2024, and therefore no impairment was recognized.

Given the significant estimates and assumptions management makes to estimate the fair value of the Tech-focused reporting unit and the Dice brand, performing auditing procedures to evaluate the reasonableness of management’s forecasts of revenue, EBITDA margin, the royalty rate and the discount rates required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

The goodwill balance was $120.6 million as of December 31, 2025, which was comprised of the ClearanceJobs reporting unit goodwill balance of $97.7 million and the Dice reporting unit goodwill balance of $22.8 million.

As of the measurement date, October 1, 2025, the fair value of both reporting units exceeded carrying value, and therefore, no goodwill impairment was recognized at that time.

The Company recognized an impairment of $7.8 million related to the Dice reporting unit goodwill in the first quarter of 2025, subsequent to an organizational restructuring, which required an interim goodwill impairment assessment, as of the measurement date of January 13, 2025.

The fair value of the ClearanceJobs reporting unit exceeded carrying value on that measurement date, and therefore, no goodwill impairment was recognized for the ClearanceJobs reporting unit.

The fair value of the Dice trademark was $14.2 million as of December 31, 2025.

As of the measurement date, October 1, 2025, the fair value of the Dice trademark was $14.2 million, which was below it carrying value on that date of $23.8 million.

Therefore, an impairment charge of $9.6 million was recognized in the third quarter of 2025 in order to reduce the carrying value to its fair value.

Given the significant estimates and assumptions management makes to estimate the fair value of the ClearanceJobs and Dice goodwill reporting units and the Dice trademark, performing auditing procedures to evaluate the reasonableness of management’s forecasts of revenue, EBITDA margin, the royalty rate and the discount rates required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the forecasts of future revenues, EBITDA margins and selection of the royalty and discount rates used by management to estimate the fair value of Tech-focused reporting unit and Dice included the following, among others:

• We tested the effectiveness of controls over the Tech-focused reporting unit and Dice indefinite lived trademark and brand intangible asset impairment tests, including controls related to management’s forecasts of revenue, EBITDA margin, royalty rate and the discount rates.

Our audit procedures related to the forecasts of future revenues, EBITDA margins and selection of the royalty and discount rates used by management to estimate the fair value of ClearanceJobs and Dice reporting units and Dice included the following, among others:

• We tested the effectiveness of controls over the ClearanceJobs and Dice reporting units and the Dice trademark impairment tests, including controls related to management’s forecasts of revenue, EBITDA margin, royalty rate and the discount rates.

• We evaluated management’s ability to accurately forecast revenue growth rates and EBITDA margin by comparing actual results to management’s historical forecasts.

• We evaluated the reasonableness of management’s forecasts of revenues by comparing the forecasts of revenues to external market sources.

• We performed a qualitative assessment as of December 31, 2025 to evaluate the period from the measurement date of October 1, 2025 to the balance sheet date.

• With the assistance of our fair value specialists, we evaluated the reasonableness of management’s selected revenue growth rate for the projection period and the long-term revenue growth rate by performing a peer analysis and comparing it to industry projections, respectively.

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Investments 965 1,827

Acquired intangible asset 23,800 23,800

Acquired intangible assets 15,467 23,800

Goodwill 120,612 128,100

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Operating lease liabilities 7,390 8,995

Long-term debt, net 32,000 38,000

Long-term debt 30,000 32,000

Deferred income taxes 116 1,369

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Stockholders’ equity

Convertible preferred stock, 0.01 par value, authorized 20,000 shares;

Convertible preferred stock, no shares authorized, issued and outstanding at December 31, 2025;

0.01 par value, authorized 20,000 shares, no shares issued and outstanding at December 31, 2024

Series 1 Participating Preferred Stock, 0.01 par value, authorized 240,000 shares;

no shares issued and outstanding

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Depreciation 14,244 17,972 16,915

Amortization 333 — —

Restructuring 6,486 1,111 2,417

Impairment of intangible assets 9,600 — —

Impairment of goodwill 7,800 — —

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

Total operating expenses 139,199 135,601 145,590

Other operating income:

Proceeds from settlement — — 2,061

Operating income 6,325 6,288 5,560

Operating income (loss) ( 11,373 ) 6,325 6,288

Income from equity method investment 92 225 502

Gain on investments — 614 320

Impairment of investment ( 400 ) ( 300 ) ( 2,300 )

Gain on investment — — 614

Impairment of investments ( 948 ) ( 400 ) ( 300 )

Interest expense and other ( 2,459 ) ( 3,200 ) ( 3,482 )

Income before income taxes 2,950 3,622 3,597

Income (loss) before income taxes ( 14,688 ) 2,950 3,622

Income tax expense (benefit) ( 1,178 ) 2,697 131

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

Basic earnings per share $ 0.01 $ 0.08 $ 0.09

Diluted earnings per share $ 0.01 $ 0.08 $ 0.09

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

Basic earnings (loss) per share $ ( 0.30 ) $ 0.01 $ 0.08

Diluted earnings (loss) per share $ ( 0.30 ) $ 0.01 $ 0.08

Weighted-average basic shares outstanding 44,775 44,648 43,571

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2025 2024 2023

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

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

Other comprehensive income (loss):

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Total other comprehensive income (loss) ( 6 ) 84 398

Comprehensive income $ 337 $ 3,889 $ 3,756

Comprehensive income (loss) $ ( 13,516 ) $ 337 $ 3,889

See accompanying notes to consolidated financial statements.

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For the years ended December 31, 2025, 2024, and 2023 (in thousands)

Preferred Stock Common Stock Additional

Preferred Stock Series 1 Participating Preferred Stock Common Stock Additional

Capital Treasury Stock Accumulated

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Comprehensive Income (Loss) Total

Shares Issued Amount Shares Issued Amount Shares Amount

Shares Issued Amount Shares Issued Amount Shares Issued Amount Shares Amount

Balance at January 1, 2023 — $ — — $ — 76,442 $ 766 $ 251,632 29,075 $ ( 174,083 ) $ 28,405 $ ( 481 ) $ 106,239

Net income 3,491 3,491

Other comprehensive loss ( 420 ) ( 420 )

Other comprehensive income 198 198

Cumulative translation adjustments reclassified to the statements of operations 200 200

Stock based compensation 9,916 9,916

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Issuance of common stock upon ESPP purchase 114 1 298 299

Cumulative-effect of new accounting principle (See Note 2) 332 332

Purchase of treasury stock under stock repurchase plan 1,661 ( 6,896 ) ( 6,896 )

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Other comprehensive income 84 84

Cumulative translation adjustments reclassified to the statements of operations 200 200

Stock based compensation 8,063 8,063

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Issuance of common stock upon ESPP purchase 156 2 255 257

Cumulative-effect of new accounting principle (See Note 2) 332 332

Purchase of treasury stock under stock repurchase plan 1,661 ( 6,896 ) ( 6,896 )

Balance at December 31, 2024 — $ — — $ — 80,881 $ 811 $ 270,122 32,664 $ ( 189,090 ) $ 32,481 $ 1 $ 114,325

Net income 253 253

Other comprehensive income 84 84

Net loss ( 13,510 ) ( 13,510 )

Other comprehensive loss ( 6 ) ( 6 )

Stock based compensation 4,885 4,885

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Performance based restricted stock forfeited or withheld to satisfy tax obligations ( 104 ) ( 1 ) 1 246 ( 627 ) ( 627 )

Retirement of Treasury Stock (See Note 14) ( 27,000 ) ( 270 ) ( 144,700 ) ( 27,000 ) 144,970 —

Issuance of common stock upon ESPP purchase 98 1 137 138

Purchase of treasury stock under stock repurchase plan 4,845 ( 9,655 ) ( 9,655 )

Balance at December 31, 2025 — $ — — $ — 55,619 $ 559 $ 130,427 11,159 $ ( 55,445 ) $ 18,971 $ ( 5 ) $ 94,507

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Cash flows from (used in) operating activities:

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

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

Adjustments to reconcile net income to net cash flows from (used in) operating activities:

Depreciation 14,244 17,972 16,915

Amortization 333 — —

Deferred income taxes ( 1,253 ) ( 845 ) ( 3,301 )

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

Gain on investments — ( 614 ) ( 320 )

Impairment of investment 400 300 2,300

Gain on investment — — ( 614 )

Impairment of investments 948 400 300

Impairment of intangible assets 9,600 — —

Impairment of goodwill 7,800 — —

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

Change in accrual for unrecognized tax benefits ( 491 ) 28 263

Changes in operating assets and liabilities:

Changes in operating assets and liabilities, net of effects of acquisitions:

Accounts receivable 4,157 105 ( 1,398 )

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Cash received from sale of investments — — 4,941

Payment for acquisition ( 1,400 ) — —

Purchases of fixed assets ( 7,309 ) ( 13,932 ) ( 20,252 )

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Proceeds from long-term debt 6,000 17,000 33,000

Financing costs paid — — ( 515 )

Payments under stock repurchase plan ( 9,655 ) — ( 6,896 )

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(“DHI,” the “Company,” “we,” “us” or “our”), a Delaware corporation, was incorporated on June 28, 2005.

DHI is a leading provider of data, insights and employment connections through its specialized services for technology professionals and other select online communities.

DHI is a leading provider of data, insights and employment connections through its specialized services for technology professionals and professionals with active government security clearances.

Its mission is to empower tech professionals and organizations to compete and win through expert insights and relevant employment connections.

Employers and recruiters use its websites and services to source, hire and connect with the most qualified and highly-skilled tech professionals, while professionals use our websites and services to find ideal employment opportunities, relevant job advice and tailored career-related data.

For over 30 years, through its predecessor companies, the Company was built on providing employers and professionals with career connections, news, tools and information.

The Company allocates resources and assesses financial performance on a consolidated basis, as all services pertain to the Company's Tech-focused strategy.

As a result, t he Company has a single reportable segment, Tech-focused, which now includes only the Dice and ClearanceJobs brands, as well as corporate related costs.

All operations are in the United States and the Company no longer has revenues and long-lived assets, which includes fixed assets and lease right of use assets, outside of the United States.

Employers and recruiters use its websites and services to source, hire and connect with the most qualified and highly-skilled tech professionals and security-cleared talent, while professionals use our websites and services to find ideal employment opportunities, relevant job advice and tailored career-related data.

For 35 years, through its predecessor companies, the Company was built on providing employers and professionals with career connections, news, tools and information.

SIGNIFICANT ACCOUNTING POLICIES

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Advertising revenue is recognized over the period in which the advertisements are displayed on the websites or at the time a promotional e-mail is sent out to the audience.

Classified revenue.

Classified job posting revenues are derived from the sale of job postings to recruiters and employers.

Job posting revenues are derived from the sale of job postings to recruiters and employers.

A job posting is the ability to list a job on the website for a specified time period.

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Cash— Cash consists of demand deposits with financial institutions.

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Concentration of Credit Risk— Cash potentially subjects the Company to a concentration of credit risk as substantially all of its deposits were held in a single financial institution and were in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limits as of December 31, 2025 and 2024.

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No single customer represents 10% or more of accounts receivable as of December 31, 2025 and 2024 and no single customer represents 10% or more of revenues for the years ended December 31, 2025, 2024 and 2023.

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Credit Losses— The Company maintains allowances for estimated credit losses resulting from the inability of its customers to make required payments.

The Company's provision for credit losses is included in general and administrative expense.

Customer billings included in deferred revenue are not consider at risk for credit losses.

Customer billings included in deferred revenue are not considered at risk for credit losses.

If the financial condition of DHI’s customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

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Capitalized Contract Costs— The Company capitalizes certain contract acquisition costs consisting primarily of commissions paid when contracts are signed.

As allowed for by the practical expedient, the Company is using a portfolio approach for contract acquisition costs, which allows for a portfolio of contracts with similar characteristics to be pooled together.

As a result, the Company has applied the portfolio approach to new business contracts and recurring or remaining business contracts.

The Company reasonably expects that the effects of applying the portfolio approach would not differ materially from applying Topic 606 at the individual contract level.

For costs incurred to obtain new business sales contracts, the Company capitalizes and expenses these costs over an average customer life, which was approximately three years as of December 31, 2025.

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See Note 4 for additional disclosures.

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Leases— We determine if an arrangement is a lease at inception.

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Operating lease assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term.

The initial measurement of the lease liability is calculated on the basis of the present value of the remaining lease payments, and the right-of-use asset is measured on the basis of this liability, adjusted by prepaid and accrued rent, lease incentives, and initial direct costs.

The initial measurement of the lease liability is calculated on the basis of the present value of the remaining lease payments, and the right-

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

of-use asset is measured on the basis of this liability, adjusted by prepaid and accrued rent, lease incentives, and initial direct costs.

When readily available, the Company uses the implicit rate in determining the present value of the lease payments.

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line basis over the lease term.

Equity Method Investments— The Company has a non-controlling common share interest in eFinancialCareers ("eFC") (adjusted to 10 % as of the third quarter of 2023) and Rigzone (adjusted to zero percent as of the second quarter of 2022) businesses as the Company does not have the ability to direct the activities of the businesses that most significantly impact their economic performance.

The common share interests in eFC and Rigzone, during the periods of ownership, are being accounted for under the equity method of accounting as the Company does have the ability to exercise significant influence over the businesses.

Equity Method Investments— The Company has a non-controlling common share interest in eFinancialCareers ("eFC") (adjusted to 10 % as of the third quarter of 2023) business as the Company does not have the ability to direct the activities of the business that most significantly impact their economic performance.

The common share interests in eFC, during the periods of ownership, are being accounted for under the equity method of accounting as the Company does have the ability to exercise significant influence over the businesses.

The recorded value is adjusted based on the Company's proportionate share of the businesses net income and is recorded three months in arrears.

See Note 8 for additional disclosures.

Goodwill and Indefinite-Lived Acquired Intangible Asset— Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible asset acquired.

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

The Company performs a test for impairment of goodwill and indefinite-lived intangible asset annually on October 1, or more frequently if indicators of potential impairment exist, to determine if the carrying value of the recorded asset is impaired.

The Company performs a test for impairment of goodwill and indefinite-lived intangible assets annually on October 1, or more frequently if indicators of potential impairment exist, to determine if the carrying value of the recorded asset is impaired.

The impairment review process for goodwill compares the fair value of the reporting unit in which goodwill resides to its carrying value.

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

The primary sources of temporary differences are stock-based compensation, amortization and impairment of intangible assets, depreciation of fixed assets, operating lease assets and liabilities, and capitalized contract costs.

The primary sources of temporary differences are amortization and impairment of intangible assets, depreciation of fixed assets, operating lease assets and liabilities, and capitalized contract costs.

Stock-Based Compensation— The Company has a plan to grant equity awards to certain employees and directors of the Company and its subsidiaries.

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Fair Value of Financial Instruments— The carrying amounts reported in the consolidated balance sheets for cash, accounts receivable, and accounts payable and accrued expenses approximate their fair values.

The Company’s long-term debt consists

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

of borrowings under its credit facility.

The Company’s long-term debt consists of borrowings under its credit facility.

Investments consist of common and preferred share ownership interests in businesses.

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Risks and Uncertainties— The Company is subject to the risks, expenses and uncertainties frequently encountered by companies in the rapidly evolving markets for online products and services.

These risks include the failure to develop and extend the Company’s web sites and brands, the rejection of the Company’s services by consumers, vendors and/or advertisers, the inability of the Company to maintain and increase the levels of traffic on its web sites, as well as other risks and uncertainties.

These risks include the failure to develop and extend the Company’s web sites and brands, the rejection of the Company’s services by customers, consumers, vendors and/or advertisers, the inability of the Company to maintain and increase the levels of traffic on its web sites, as well as other risks and

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

uncertainties.

In the event that the Company does not successfully execute its business plan, certain assets may not be recoverable.

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Actual results could differ from these estimates.

DHI’s significant estimates include the useful lives and valuation of fixed assets, intangible asset, goodwill, lease right-of-use assets, income taxes, and

the assumptions used to value the Performance-Based Restricted Stock Units (“PSUs”) of the Company.

DHI’s significant estimates include the useful lives and valuation of fixed assets, intangible assets, goodwill, lease right-of-use assets, investments, capitalized contract costs, income taxes, and the assumptions used to value the Performance-Based Restricted Stock Units (“PSUs”) of the Company.

Earnings per Share— The Company follows the Earnings Per Share topic of the FASB ASC in computing earnings per share (“EPS”).

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Prior period amounts were not adjusted and will continue to be reported under the accounting standards in effect for the period presented.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures .

The new accounting standard relates to disclosures about a public entity’s reportable segments and provides more detailed information about a reportable segment’s expenses.

The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods beginning after December 15, 2024, with retrospective application required.

The Company adopted ASU 2023-07 in the fourth quarter of 2024.

See Note 18 for additional disclosures.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures .

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The standard is effective for fiscal years beginning after December 15, 2024 and may be applied on either a prospective or retrospective basis, with early adoption permitted.

We are evaluating the effect of the standard on our consolidated financial statement disclosures.

The Company adopted ASU 2023-09 for the year ended December 31, 2025, and applied the new disclosure requirements retrospectively.

See Note 17 for additional disclosures.

In November 2024, the FASB issued ASU No.

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The Company is currently evaluating the impact of the adoption of ASU 2024-03 on the Company’s financial statement disclosures.

In September 2025, the FASB issued ASU No.

2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software ("ASU 2025-06").

ASU 2025-06 addresses stakeholder and investor concerns on the challenges of applying current internal-use software accounting requirements that do not specifically address software developed using modern incremental and iterative methods, which has led to diversity in practice in determining when to begin capitalizing software costs.

ASU 2025-06 requires software costs to be capitalized when management has authorized or committed to funding the software project, and it is probable that the project will be completed and software will be used to perform the function intended.

The amendment removes all references to project development stages so that guidance is neutral to different software development methods.

The amendments in ASU 2025-06 are effective for annual and interim reporting periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of the adoption of ASU 2025-06 on the Company's financial statements.

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In December 2025, the FASB issued ASU No.

2025-12, Codification Improvements ("ASU 2025-12").

ASU 2025-12 addresses suggestions received from stakeholders on the Accounting Standards Codification and to make other incremental improvements to U.S.

The update represents changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements.

The amendments make the Codification easier to understand and apply.

The amendments in ASU 2025-12 are effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years, with early adoption permitted.

The Company is currently evaluating the impact of the adoption of ASU 2025-12 on the Company's financial statements.

FAIR VALUE MEASUREMENTS

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The carrying amounts reported in the consolidated balance sheets for cash, accounts receivable, other assets, accounts payable and accrued expenses and long-term debt approximate their fair values.

Investments, non-current that were carried at fair value, prior to the conversion to preferred shares as described in Note 7, used a discounted cash flow technique based on the probability of one or more possible outcomes, based on Level 3 inputs, which inputs and fair value did not change during the 2022 period prior to the conversion.

The estimated fair value of long-term debt is based on Level 2 inputs.

The estimated fair value of long-term debt of $ 30 million is based on Level 2 inputs.

Certain assets and liabilities are measured at fair value on a non-recurring basis as they are subject to fair value adjustments in certain circumstances, for example, when there is evidence of impairment.

Such instruments are not measured at fair value on an ongoing basis.

These assets include equity investments, operating lease right-of-use assets, and goodwill and intangible asset which resulted from prior acquisitions.

These assets include equity investments, operating lease right-of-use assets, and goodwill and intangible assets which resulted from prior acquisitions.

Items valued using such internally generated valuation techniques are classified according to the lowest level input or value driver that is significant to the valuation.

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The Company evaluates the carrying value of equity investments at each reporting period as described in Note 8.

During the year ended December 31, 2025, the Company recorded an impairment of intangible assets of $ 9.6 million related to the Dice trademarks and brand name, an impairment of $ 7.8 million related to the Dice goodwill, an impairment of $ 1.4 million related to a right-of-use asset and an impairment of $ 0.9 million related to its investment in eFC.

The Company recorded impairments of $ 0.4 million and $ 0.3 million during the years ended December 31, 2024 and 2023, respectively, related to its investment in a values-based career destination company.

REVENUE RECOGNITION

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The following table provides information about disaggregated revenue by brand (in thousands):

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Year Ended December 31,

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Dice 72,937 87,783 101,530

$ 141,926 $ 151,878 $ 149,680

(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, 2023, and 2022.

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Contract Balances

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Contract liabilities include customer billings delivered in advance of performance under the contract, and associated revenue is realized when services are rendered under the contract.

Receivables increase due to customer billings and decrease by cash collected from customers.

Contract liabilities increase due to customer billings and are decreased as performance obligations are satisfied under the contracts.

The Company recognized the following revenues as a result of changes in the contract liability balances in the respective periods (in thousands):

4 unchanged sentences

2026 2027 2028 Total

Tech-focused $ 44,934 $ 464 $ 58 $ 45,456

Deferred revenue $ 39,653 $ 233 $ 53 $ 39,939

Credit Losses

The Company is exposed to credit losses through the inability of its customers to make required payments on account receivable.

The Company is exposed to credit losses through the inability of its customers to make required payments on accounts receivable.

The Company segments accounts receivable based on credit risk characteristics and estimates future losses for each segment based on historical trends and current market conditions, as applicable.

Expected losses on accounts receivable are recorded as allowance for doubtful accounts in the consolidated balance sheets and as an expense in the consolidated statements of operations.

Expected losses on accounts receivable are recorded as allowance for credit losses in the consolidated balance sheets and as an expense in the consolidated statements of operations.

The portion of accounts receivable that is reflected as deferred revenue in the consolidated balance sheets is not considered at risk for credit losses.

If the financial condition of DHI's customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RESTRUCTURING

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In July 2024, the Company announced an additional organizational restructuring intended to streamline its operations, drive business objectives, and reduce operating costs.

This included a reduction of the Company’s then-current workforce by

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

approximately 7 %.

This included a reduction of the Company’s then-current workforce by approximately 7 %.

As a result of the restructuring, the Company recognized a charge of $ 1.1 million related to employee severance charges during the year ended December 31, 2024.

All severance costs related to the July 2024 restructuring were paid during the year ended December 31, 2024.

During January 2025, the Company announced an additional 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 %.

The Company estimates that it will incur a charge of approximately $ 2.2 million related to employee severance charges during the first quarter of 2025 in connection with the restructuring.

All charges are expected to be recognized in the first quarter of 2025 while the related cash payments are expected to be substantially completed by the third quarter of 2025.

In January 2025, the Company announced an additional organizational restructuring intended to separate its two brands, ClearanceJobs and Dice, into distinct divisions, provide dedicated leadership for each brand to foster a unified vision and strategy tailored to each brand's market dynamics, and to reduce operating costs.

This restructuring included a reduction of the Company’s then-current workforce by approximately 8 %.

As a result of the restructuring, the Company recognized a charge of $ 2.3 million during the first quarter of 2025 related to employee severance costs, of which substantially all was paid during the year ended December 31, 2025.

In June 2025, the Company announced an additional organizational restructuring intended to reduce the operating costs of its Dice brand.

This included a reduction of the Company’s then current workforce by approximately 25 % primarily by reducing headcount within the Company's Dice brand and associated back-office support.

As a result of the restructuring, the Company recognized a charge of $ 4.2 million during the second quarter of 2025 related to severance costs, of which $ 3.9 million was paid during the year ended December 31 2025.

The remaining severance costs are expected to be substantially paid by March 31, 2026.

Restructuring charges, accruals, and payments as of and for the periods ended December 31, 2025, 2024, and 2023 are as follows:

Accrual at December 31, 2024 Expense Cash Payments Accrual at December 31, 2025

CJ $ — $ 372 $ ( 327 ) $ 45

Dice — 3,844 ( 3,579 ) 265

Other corporate expenses — 2,270 ( 2,270 ) —

Total restructure costs $ — $ 6,486 $ ( 6,176 ) $ 310

Accrual at December 31, 2023 Expense Cash Payments Accrual at December 31, 2024

CJ $ — $ 284 $ ( 284 ) $ —

Dice — 827 ( 827 ) —

Other corporate expenses — — — —

Total restructure costs $ — $ 1,111 $ ( 1,111 ) $ —

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accrual at December 31, 2022 Expense Cash Payments Non-Cash Stock Based Compensation Accrual at December 31, 2023

CJ $ — $ 152 $ ( 152 ) — $ —

Dice — 1,473 ( 1,471 ) ( 2 ) —

Other corporate expenses — 792 ( 332 ) ( 460 ) —

Total restructure costs $ — $ 2,417 $ ( 1,955 ) $ ( 462 ) $ —

BUSINESS COMBINATION

On July 31, 2025, the Company's ClearanceJobs reportable segment acquired AgileATS, a leading applicant tracking system (ATS) purpose-built for government contractors and employers hiring security-cleared professionals.

The Company acquired certain assets, including AgileATS' ATS technology, and assumed certain liabilities of AgileATS.

The acquisition qualified as a business combination in accordance with ASC Topic 805, Business Combinations and, accordingly, total consideration was first allocated to the fair value of assets acquired as of the date of acquisition, including liabilities assumed, with the excess being recorded as goodwill.

For financial reporting purposes, goodwill is not amortized but rather evaluated for impairment as discussed in Note 11.

For income taxes, the recorded goodwill will be amortized over 15 years.

The acquisition was not material to the Company's consolidated financial statements, either individually or in the aggregate.

Consequently pro forma financial information presenting the results of operations as if the acquisition had occurred at the beginning of the earliest period is not presented.

The Company acquired definite lived intangible assets related to the ATS technology and AgileATS tradename.

The technology was valued using the cost to recreate method.

This approach estimates the cost the Company would incur to develop a technology of comparable functionality.

The cost was adjusted for obsolescence based on the age of the software code, lack of recent investment, and estimated remaining life.

The AgileATS tradename was valued using the relief from royalty method.

This method estimates fair value based on the present value of the royalty payments that would have been incurred if the Company had to license the asset, in an arm's length transaction.

The valuation was based on revenue assumptions through December 31, 2030, a hypothetical royalty rate of 3.0 %, income taxes of 25.3 %, and a discount rate of 34.0 %.

The Company has assigned an estimated useful life of two years to the ATS technology and the ATS tradename.

Amortization expense for these intangible assets is recorded in amortization expense on the consolidated statements of operations.

The recorded purchase price includes an estimation of the fair value of contingent obligations of $ 0.4 million associated with potential earnout provisions, which is based on achieving certain new customer relationship targets through July 2027 and $ 0.1 million of consideration as a holdback to satisfy certain indemnifications, payable July 2026 as described in the Asset Purchase Agreement.

Any subsequent changes in the fair value of contingent earnout liabilities, none as of December 31, 2025, will be recorded in the consolidated statement of operations when incurred.

The maximum earnout to be achieved is $ 0.5 million.

Acquisition related costs of $ 0.2 million incurred in connection with the transaction are recorded in general and administrative expenses on the consolidated statements of operations.

The table below provides a summary of the total consideration and the purchase price allocation made for the AgileATS business combination (in thousands):

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Purchase price consideration

Cash consideration paid $ 1,400

Fair value of contingent earnout consideration (1)(2)

Total purchase price consideration $ 1,897

Assets acquired

Intangible asset - AgileATS technology $ 1,510

Intangible asset - Tradename 90

Total assets acquired 1,600

Net working capital assumed (3)

(1) Includes a $ 0.5 million contingent earnout consideration, discounted to $ 0.4 million based on the probability of being achieved and a present value factor.

The contingent earnout consideration must be achieved no later than July 31, 2027.

(2) Includes a $ 0.1 million purchase price consideration holdback, which is payable in the third quarter of 2026, net of any contingency related items, as described in the Asset Purchase Agreement.

(3) Includes approximately $ 2,000 of receivables and $ 17,000 of liabilities.

(4) Calculated by taking the total purchase price consideration less the net assets acquired and liabilities assumed.

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.

Our recorded lease right-of-use asset and lease liability were each reduced $ 2.1 million as of December 31, 2022, which represents a tenant improvement allowance that was consumed in 2023.

The leases generally have 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.

The components of lease cost were as follows (in thousands):

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

During the year ended December 31, 2025, due to headcount reductions related to restructurings, 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.

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

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We do not have any lease agreements with related parties.

Subsequent to December 31, 2025, the Company entered into a non-cancelable operating lease agreement for office space.

The new lease term begins in January 2026 and continues through August 2031 and provides for the early termination of an existing lease in September 2026, four months prior to its stated expiration, and represents a decrease of leased space by approximately 70 %.

Initial monthly lease payments begin in September 2026 and continue through August 2031.

Total future minimum lease payments under this agreement are approximately $ 1.1 million.

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

eFinancialCareers

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As a result of the sale, the Company received cash of $ 4.9 million and recognized a $ 0.6 million gain, which included a $ 0.2 million charge related to accumulated foreign currency loss that was previously a reduction to equity.

During the fourth quarter of 2025, the investment's financial position deteriorated.

As a result, the Company performed an impairment analysis of its investment, resulting in a $ 0.9 million impairment charge.

The Company utilized level 3 inputs to determine fair value as follows (with weightings):

1) discounted cash flow ( 75.0 %);

2) guideline public company ( 12.5 %);

and 3) guideline transaction ( 12.5 %).

The discounted cash flow methodology included declining revenues in 2026 and 2027 and then increasing revenues thereafter at rates approximating historical inflation rates.

Cash flows were estimated to improve slowly during the forecast period becoming positive in 2027 and beyond.

The discounted cash flow methodology utilized a discount rate of 22.1 %.

The Company's investment in eFC was recorded at $ 1.0 million and $ 1.8 million as of December 31, 2025 and 2024, respectively.

A future decline in eFC's business could result in a further impairment of the Company's investment in eFC.

eFC is a financial services careers website, operating websites in multiple markets in four languages mainly across the United Kingdom, Continental Europe, Asia, the Middle East and North America.

Professionals from across many sectors of the financial services industry, including asset management, risk management, investment banking, and information technology,

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

use eFC to advance their careers.

Professionals from across many sectors of the financial services industry, including asset management, risk management, investment banking, and information technology, use eFC to advance their careers.

The Company has evaluated its common share interest in the eFC business and has determined the investment meets the definition and criteria of a variable interest entity ("VIE").

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During the years ended December 31, 2025, 2024 and 2023, the Company recorded $ 0.1 million, $ 0.2 million and $ 0.5 million, respectively, of income related to its proportionate share of eFC's net income, net of currency translation adjustments and amortization of the basis difference.

Rigzone is a website dedicated to delivering online content, data, and career services in the oil and gas industry in North America, Europe, the Middle East, and Asia Pacific.

Oil and gas companies, as well as companies that serve the energy industry, use Rigzone to find talent for roles such as petroleum engineers, sales professionals with energy industry expertise and skilled tradesmen.

On August 31, 2018, the Company transferred a majority ownership and control of the Rigzone business to Rigzone management, while retaining a 40 % common share interest, with zero proceeds received from the transfer.

During the second quarter of 2022, the Company sold its 40 % interest in Rigzone to Rigzone management for $ 0.3 million.

At the time of the sale, the recorded value of the investment was zero.

Accordingly, the Company recorded a $ 0.3 million gain on sale, which was included in gain on investments on the consolidated statements of operations.

During the fourth quarter of 2022, the Company entered into a legal settlement with a former employee of Rigzone and received $ 2.1 million, net of certain legal costs and subject to other agreements.

The settlement is recorded as proceeds from settlement in the consolidated statements of operations for the year ended December 31, 2022.

During 2021, the Company invested $ 3.0 million through a subordinated convertible promissory note (the "Note") with a values-based career destination company that allows the next generation workforce to search for jobs at companies whose people, perks and values align with their unique professional needs.

The investment was recorded as a trading security at fair value and was recorded at $ 3.0 million as of December 31, 2021.

In the third quarter of 2022, the Note was converted into preferred shares representing 4.9 % of the outstanding equity in the underlying business, on a fully diluted basis.

The Company's preferred shares are substantially similar to shares purchased by a third party investor that resulted in such investor becoming the majority owner of the business.

Therefore the Company's shares in the business were recorded at fair value based on the price per share realized in the conversion.

The value of the Company's investment was $ 0.7 million as of December 31, 2022 and was recorded as an investment in the consolidated balance sheet.

Accordingly, the Company recognized an impairment loss during the year ended December 31, 2022 of $ 2.3 million.

At December 31, 2025, the Company held preferred stock representing a 6.6 % interest in the shares of a tech skills assessment company.

The investment is recorded at zero as of December 31, 2025, 2024 and 2023.

The Company recorded no gain or loss related to the investment during the years ended December 31, 2025, 2024, and 2023.

On January 1, 2023, the Company had a 4.9 % preferred share investment in a values-based career destination company that allows the next generation workforce to search for jobs at companies whose people, perks and values align with their unique professional needs.

During the third quarter of 2023, the investment's financial position deteriorated.

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As such, the Company revalued its investment to zero and accordingly, recognized an impairment loss of $ 0.4 million during the first quarter of 2024.

The Company's ownership of the investment, on a fully diluted basis, as of December 31, 2024 is less than 0.10 %.

During the fourth quarter of 2025, the investment was fully dissolved and ceased to exist.

The Company received no proceeds from the dissolution.

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

At December 31, 2024, the Company held preferred stock representing a 7.3 % interest in the fully diluted shares of a tech skills assessment company.

The investment is recorded at zero as of December 31, 2024, 2023 and 2022.

The Company recorded no gain or loss related to the investment during the years ended December 31, 2024, 2023, and 2022.

FIXED ASSETS, NET

Fixed assets, net consist of the following as of December 31, 2025 and 2024 (in thousands):

Capitalized development costs 53,300 60,608

Computer equipment and software $ 3,590 $ 3,691

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Leasehold improvements 3,993 3,992

Capitalized development costs 60,608 63,931

61,659 69,067

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ACQUIRED INTANGIBLE ASSET, NET

As of December 31, 2024 and 2023, the Company had an indefinite-lived acquired intangible asset of $ 23.8 million related to the Dice trademarks and brand name.

Dice Trademarks and Brand Name

As of December 31, 2025 and 2024, the Company had an indefinite-lived acquired intangible asset of $ 14.2 million and $ 23.8 million, respectively, related to the Dice trademarks and brand name.

Considering the recognition of the Dice brand, its long history, awareness in the talent acquisition and staffing services market, and the intended use, the remaining useful life of the Dice trademarks and brand name was determined to be indefinite.

We determine whether the carrying value of recorded indefinite-lived acquired intangible asset is impaired on an annual basis or more frequently if indicators of potential impairment exist.

We determine whether the carrying value of recorded indefinite-lived acquired intangible assets is impaired on an annual basis or more frequently if indicators of potential impairment exist.

The annual impairment test for the Dice trademarks and brand name is performed on October 1 of each year.

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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.

The Company’s ability to achieve the projections used in the October 1, 2024 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 %.

The determination of whether or not the 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.

Fair values are determined using a profit allocation methodology which estimates the value of the trademark and brand name by capitalizing the profits saved because the company owns the asset.

We consider factors such as historical performance, anticipated market conditions, revenues, operating expense trends and capital expenditure requirements.

Fair values are determined using a relief from royalty rate methodology which estimates the value of the trademarks and brand name based on the amount of royalty income it could generate if it was licensed, in an arm's length transaction, to a third party.

We consider factors such as historical performance, anticipated market conditions, operating expense trends and capital expenditure requirements.

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

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

The Company performed its annual impairment test on October 1, 2025 and as a result, recorded an impairment charge in the third quarter of 2025 of $ 9.6 million related to the Dice trademarks and brand name, reducing the carrying value to $ 14.2 million.

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

The Company utilized a relief from royalty rate methodology and level 3 inputs to value the Dice trademarks and brand name.

The projections utilized in the analysis included lower revenues in the near term due to tariffs, Department of Government Efficiency Workforce Optimization initiative ("DOGE") initiatives, AI, and uncertainty surrounding the U.S.

government budget and then increasing revenues at rates approximating industry growth projections, a royalty rate of 4.0 % and a discount rate of 21.0 %.

The Company’s ability to achieve these revenue projections may be impacted by, among other things, uncertainty related to demand for technology professionals, competition in the technology recruiting market, challenges in developing and introducing new products and product enhancements to the market and the Company’s ability to attribute value delivered to customers.

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

AgileATS Technology

As discussed in Note 6, the Company recorded a $ 1.5 million definite lived intangible asset during the third quarter of 2025 related to the AgileATS technology.

The intangible asset is being amortized over its estimated remaining useful life of two

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2024, the Company has goodwill of $ 128.1 million, which was all allocated to the Tech-focused reporting unit.

There were no changes to goodwill during the years ended December 31, 2024, 2023, and 2022.

We determine whether the carrying value of recorded goodwill is impaired on an annual basis or more frequently if indicators of potential impairment exist.

In testing goodwill for impairment, a qualitative assessment can be performed and if it is determined that the fair value of the reporting unit is more likely than not less than the carrying amount, the impairment review process compares the fair value of the reporting unit in which the goodwill resides to the carrying value of that reporting unit.

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.

During the year ended December 31, 2025, the Company recorded $ 0.3 million of amortization expense associated with the AgileATS technology.

The carrying amount at December 31, 2025 was $ 1.2 million.

AgileATS Tradename

As discussed in Note 6, the Company recorded a $ 0.1 million definite lived intangible asset during the third quarter of 2025 related to the AgileATS tradename.

The intangible asset is being amortized over its estimated remaining useful life of two years .

Amortization expense during the year ended December 31, 2025 was insignificant.

The carrying amount at December 31, 2025 was $ 0.1 million.

Goodwill as of December 31, 2025 and 2024 was $ 120.6 million and $ 128.1 million, respectively.

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

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

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

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

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

The Company utilized level 3 inputs to determine fair value as follows with each method at a 50% weighting:

1) discounted cash flow and 2) guideline public company.

The Dice projections utilized in the organizational restructuring impairment test included increasing revenues at rates approximating industry growth projections and a discount rate of 20.0 %.

The Company’s ability to achieve these revenue projections may be impacted by, among other things, demand for technology professionals, competition in the technology recruiting market, challenges in developing and introducing new products and product enhancements to the market and the Company’s ability to attribute value delivered to customers.

If future cash flows that are attributable to the Dice reporting unit are not achieved, the Company could realize a further impairment in a future period.

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

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

As discussed in Note 6, the Company recorded additional goodwill in the ClearanceJobs reporting unit during the third quarter of 2025 of $ 0.3 million related to its acquisition of AgileATS.

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

The Company’s ability to achieve the projections used in the annual impairment tests may be impacted by, among other things, general market conditions, competition in the technology recruiting market, challenges in developing and introducing new 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 years ended December 31, 2024 and 2023.

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 the Tech-focused reporting unit 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.

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.

Fair values are determined by using a combination of a discounted cash flow methodology and a market comparable method.

The discounted cash flow methodology is based on projections of the amounts and timing of future revenues and cash flows, assumed discount rates and other assumptions as deemed appropriate.

We consider factors such as historical performance, anticipated market conditions, operating expense trends and capital expenditure requirements.

Additionally, the discounted cash flows analysis takes into consideration cash expenditures for product development, other technological updates and advancements to our websites and investments to improve our candidate databases.

The market comparable method indicates the fair value of a business by comparing it to publicly traded companies in similar lines of business or to comparable transactions or assets.

Considerations for factors such as size, growth, profitability, risk and return on investment are analyzed and compared to the comparable businesses and adjustments are made.

A market value of invested capital of the publicly traded companies is calculated and then applied to the entity’s operating results to arrive at an estimate of value.

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

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The changes in the carrying amount of goodwill by segment were as follows (in thousands):.

Tech-focused ClearanceJobs Dice Total

Goodwill at December 31, 2023 $ 128,100 $ — $ — $ 128,100

No Activity — — — —

Goodwill at December 31, 2024 $ 128,100 $ — $ — $ 128,100

Segment Change ( 128,100 ) 97,431 30,669 —

Goodwill at January 13, 2025 (1)

$ — $ 97,431 $ 30,669 $ 128,100

Impairment — — ( 7,800 ) ( 7,800 )

Business combination (2)

Goodwill at December 31, 2025 $ — $ 97,743 $ 22,869 $ 120,612

(1) Date of organizational restructuring.

(2) Represents goodwill recognized through the acquisition of AgileATS on July 31, 2025.

See Note 6 for further discussion.

Credit Agreement —In June 2022, the Company, together with Dice Inc.

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The margin ranges from 2.00 % to 2.75 % on SOFR and SONIA loans and 1.00 % to 1.75 % on base rate loans, determined by the Company’s most recent consolidated leverage ratio, plus an additional spread of 0.10 %.

The Company incurs a commitment fee

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

The Company incurs a commitment fee ranging from 0.35 % to 0.50 % on any unused capacity under the revolving loan facility, determined by the Company’s most recent consolidated leverage ratio.

All borrowings as of December 31, 2025 and 2024 were in U.S.

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The amounts borrowed as of December 31, 2025 and 2024 are as follows (dollars in thousands):

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2025 December 31,

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Commitment Fee 0.35 % 0.35 %

(1) In connection with the Credit Agreement, the Company had deferred financing costs of $ 0.7 million and accumulated amortization of $ 0.4 million recorded in other assets on the condensed consolidated balance sheets.

(1) In connection with the Credit Agreement, the Company had deferred financing costs of $ 0.7 million and accumulated amortization of $ 0.5 million recorded in other assets on the consolidated balance sheets.

(2) The amount available to be borrowed is subject to certain limitations, such as a consolidated leverage ratio which generally limits borrowings to 2.5 times annual Adjusted EBITDA, as defined in the Credit Agreement.

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The Company operates in a number of tax jurisdictions and is routinely subject to examinations by various tax authorities with respect to both income and indirect taxes.

The determination of the Company’s provision for taxes requires judgment and

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The determination of the Company’s provision for taxes requires judgment and estimation.

The Company has reserved for potential examination adjustments to our provision for income taxes and accrual of indirect taxes in amounts which the Company believes are reasonable.

EQUITY TRANSACTIONS

Stock Repurchase Plans — The Company's Board of Directors ("Board") approved a stock repurchase program that permits the Company to repurchase its common stock.

Stock Repurchase Plans — The Company's Board of Directors ("Board") has approved stock repurchase programs that permit the Company to repurchase its common stock.

Management has discretion in determining the conditions under which shares may be purchased from time to time.

The following table summarizes the stock repurchase plans approved by the Board of Directors:

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

November 2025 to November 2026 (1)

February 2025 to October 2025 (2)

Feb 2023 to Feb 2024 (3)

Feb 2022 to Feb 2023 (4)

Feb 2021 to Jun 2022 (3)

Approval Date February 2023 February 2022 February 2021

Authorized Repurchase Amount of Common Stock $ 10 million $ 15 million $ 20 million

Approval Date November 2025 February 2025 February 2023 February 2022

Authorized Repurchase Amount of Common Stock $ 5 million $ 5 million $ 10 million $ 15 million

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

This stock repurchase program was completed in January 2026 with a total of 2.9 million shares purchased for $ 5.0 million.

(2) 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.

(3) 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.

(4) During February 2023, the stock repurchase program approved in February 2022 expired with a total of 2.6 million shares purchased for $ 14.7 million.

(3) During the second quarter of 2021, the Company amended its $ 8.0 million stock repurchase program approved in February 2021 and allowed for the purchase of an additional $ 12.0 million of our common stock through June 2022, bringing total authorized purchases under the plan to $ 20.0 million.

During the first quarter of 2022, the Company completed its purchases under the plan, which consisted of approximately 4.4 million shares for $ 20.0 million, effectively ending the plan prior to its original expiration date.

As of December 31, 2024 the Company has no stock repurchase programs and all previously approved stock repurchase programs have expired in accordance with their terms.

In January 2025, the Company announced that its Board of Directors approved a stock repurchase program pursuant to which the Company may repurchase up to $ 5 million of its common stock through February 2026.

As of December 31, 2025 the value of shares that may yet be purchased under the current plan was $ 0.2 million.

In February 2026, the Company announced that its Board of Directors approved a stock repurchase program pursuant to which the Company may repurchase up to $ 10 million of its common stock through February 2027.

Purchases of the Company's common stock pursuant to the Stock Repurchase Plans were as follows:

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Shares repurchased 4,845,025 — 1,661,278

— 1,661,278 3,287,096

Average purchase price per share (1)

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$ 9,752 $ — $ 6,928

(1) No shares of our common stock were purchased other than through a publicly announced plan or program.

(2) Average price paid per share includes costs associated with the repurchases.

(3) The value of shares repurchased as of December 31, 2023 and 2022 includes $ 33,331 and $ 65,990 respectively, of costs associated with the repurchase.

There were 19,220 unsettled shares as of December 31, 2022.

(1) Dollar value of shares repurchased and average price paid per share include costs associated with the repurchases and totaled $ 97,000 and $ 33,000 for the year ended December 31, 2025 and 2023, respectively.

There were no share repurchases during the year ended December 31, 2024.

As of December 31, 2025 there were 71,665 unsettled shares purchased, which settled in January 2026.

No shares were unsettled as of December 31, 2024 and 2023.

The Company's Board of Directors approved the retirement of 27 million shares of Treasury Stock during the year ended December 31, 2025.

As a result, the Company reduced Additional Paid in Capital by $ 144.7 million and Common Stock $ 0.3 million during the year ended December 31, 2025.

The value of treasury stock retired was computed based on the average repurchase price of all treasury shares as of December 5, 2025, which was $ 5.37 .

Stock Repurchases Pursuant to the 2022 Omnibus Equity Award Plan, as Amended and Restated -Under the 2022 Omnibus Equity Award Plan, as Amended and Restated as further described in Note 15 to the consolidated financial statements, the Company repurchases its common stock withheld for income tax from the vesting of employee restricted stock or ("PSUs").

The Company remits the value, which is based on the closing share price on the vesting date of the common stock withheld to the appropriate tax authority on behalf of the employee and the related shares become treasury stock.

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Purchases of the Company's common stock pursuant to the 2022 Omnibus Equity Award Plan, as Amended and Restated were as follows:

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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.

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In connection with the adoption of the Section 382 Rights Plan, the Board declared a non-taxable dividend of one preferred share purchase right (a "Right") for each outstanding share of the Company's common stock to the Company's stockholders of record as of the close of business on February 7, 2025.

Each Right entitles its holder to purchase from the Company one one-thousandth of a share of the Company's Series 1 Participating Preferred Stock, par value $ 0.01 per share (the "Series 1 Participating Preferred Stock") at an exercise price of $ 17.00 per Right, subject to adjustment.

As a result of the Section 382 Rights Plan, any person or group that acquires beneficial ownership of 4.99 % or more of the Company's common stock without the approval of the Board would be subject to significant dilution in the ownership interest of that person or group.

Stockholders who owned 4.99 % or more of the outstanding shares of the Company's common stock as of February 7, 2025 will not trigger the Rights unless they acquire additional shares after that date.

Convertible Preferred Stock —As of December 31, 2024 the Company had 20 million shares of convertible preferred stock authorized, with a $ 0.01 par value.

No shares have been issued and outstanding since prior to our initial public offering in 2007.

The rights, preferences, privileges and restrictions granted to and imposed on the convertible preferred stock are as set forth below.

The Company currently has no preferred stock outstanding.

The Company’s amended and restated certificate of incorporation permits the terms of any preferred stock to be determined at the time of issuance.

Simultaneously with the adoption of the Section 382 Rights Plan, the authorized but unissued convertible preferred stock, par value $ 0.01 have been cancelled.

Dividend provisions

The preferred stockholders would be entitled to dividends only when dividends are paid to common shareholders.

In the event of a dividend, the holders of the preferred shares would be entitled to share in the dividend on a pro rata basis, as if their shares had been converted into shares of common stock.

Conversion rights

Any holder of preferred stock has the right, at its option, to convert the preferred shares into shares of common stock at a ratio of one preferred stock share for one common stock share.

The holders of 66 2 / 3 % of all outstanding preferred stock have the right at any time to require all the outstanding shares of preferred stock to be converted into an equal number of shares of common stock.

Voting rights include the right to vote at a special or annual meeting of stockholders on all matters entitled to be voted on by holders of common stock, voting together as a single class with the common stock.

There are no redemption rights associated with the preferred stock.

Liquidation rights

Upon the occurrence of liquidation, the holders of the preferred shares shall be paid in cash for each share of preferred stock held, out of, but only to the extent of, the assets of the Company legally available for distribution to its stockholders, before any payment or distribution is made to any shareholders of common stock .

The liquidation value is $ 2.17 per share, subject to adjustments for stock splits, stock dividends, combinations, or other recapitalizations of the preferred stock.

Preferred Stock Purchase Rights— Pursuant to the Section 382 Rights Plan, the Company has authorized and declared a dividend distribution of one right ("Right") for each outstanding share of Common Stock to stockholders of record as of the close of business on February 7, 2025 ("Record Date").

Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series 1 Participating Preferred Stock, par value $ 0.01 per share (the “Series 1 Preferred Stock”), of the Company at an exercise price of $ 17.00 (the “Exercise Price”), subject to adjustment.

Each share of Series 1 Preferred Stock will not be redeemable;

will be entitled to a quarterly dividend equal to the higher of $ 1 or 1000 times the dividends paid on each share of Common Stock;

will be entitled upon a liquidation, dissolution or winding up of the Company to the higher of $ 1 or 1000 times the per share amount distributed to Common Stock in such transaction;

will have 1000 times

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

the voting power per share of Common Stock and generally vote together with the Common Stock;

and will be entitled to receive in a merger, consolidation or similar transaction of the Company 1000 times the per share consideration payable to Common Stock in such transaction.

Simultaneously with the adoption of the Section 382 Rights Plan on January 28, 2025, the authorized but unissued convertible preferred stock, par value $ 0.01 , have been cancelled.

Preferred Stock Purchase Rights —Pursuant to the Section 382 Rights Plan, the Company has authorized and declared a dividend distribution of one Right for each outstanding share of common stock to stockholders of record as of the close of business on February 7, 2025 ("Record Date").

Subject to certain limitations, the Rights will be separate from the common stock and become exercisable following (1) the 10th business day (or such later date as may be determined by the Board) after the public announcement that a person or group of affiliated or associated persons (such person or group an "Acquiring Person") has acquired beneficial ownership of 4.99 % or more of the common stock or (2) the 10th business day (or such later date as may be determined by the Board) after a person or group announces a tender or exchange offer that would result in ownership by a person or group of 4.99 % or more of the common stock.

The date on which the Rights separate from the common stock and become exercisable is referred to as the "Distribution Date." Following the Distribution Date, each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series 1 Participating Preferred Stock of the Company at an exercise price of $ 17.00 (the “Exercise Price”), subject to adjustment.

Each one-thousandth of a share of Series 1 Preferred Stock will not be redeemable;

will be entitled to a quarterly dividend equal to the higher of $ 0.001 or an amount equal to the dividend paid on one share of common stock;

will be entitled upon a liquidation, dissolution or winding up of the Company to the higher of $ 1.00 or the per share amount distributed to common stock in such transaction;

will have the same voting power per share of common stock and generally vote together with the common stock;

and will be entitled to receive in a merger, consolidation or similar transaction of the Company the per share consideration payable to common stock in such transaction.

Dividends— No dividends were declared during the years ended December 31, 2025, 2024 or 2023.

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Accumulated other comprehensive income (loss), net consists of the following components, net of tax (in thousands):

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year Ended December 31,

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Vesting occurs over one year for Board members and over two to four years for employees.

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A summary of the status of restricted stock awards as of December 31, 2025, 2024, and 2023 and the changes during the periods then ended is presented below:

8 unchanged sentences

Expected to vest 2,519,669 $ 2.47 2,672,564 $ 3.39 2,333,436 $ 4.55

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PSUs— PSUs are granted to employees of the Company and its subsidiaries.

14 unchanged sentences

Expected to vest 979,751 $ 2.91 1,420,665 $ 3.55 1,616,962 $ 4.52

(1) PSUs granted includes 587,587 additional PSUs granted in the first quarter of 2023 related to the bookings achievement for the performance period ended December 31, 2022 and 853,332 additional PSUs granted in the first quarter of 2022 related to the bookings achievement for the performance period ended December 31, 2021.

(2) PSUs forfeited includes 230,291 PSUs forfeited in the first quarter of 2024 related to the bookings achievement for the performance period ended December 31, 2023.

(1) PSUs granted includes 587,587 additional PSUs granted in the first quarter of 2023 related to the bookings achievement for the performance period ended December 31, 2022.

(2) PSUs forfeited includes 152,284 PSUs forfeited in the first quarter of 2025 related to the bookings achievement for the performance period ended December 31, 2024 and includes 230,291 PSUs forfeited in the first quarter of 2024 related to the bookings achievement for the performance period ended December 31, 2023.

Employee Stock Purchase Plan— The Company has an Employee Stock Purchase Plan ("ESPP"), which provides eligible employees the opportunity to purchase shares of the Company's common stock through payroll deductions during six-month offering periods.

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The first offering period commenced January 1, 2022.

During the years ended December 31, 2024, 2023,

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

and 2022, 155,843 , 114,002 and 67,905 shares, respectively, were issued under the plan.

During the years ended December 31, 2025, 2024, and 2023, 98,112 , 155,843 and 114,002 shares, respectively, were issued under the plan.

The annual compensation expense under the plan was less than $ 0.1 million during each of the years.

Deferred tax assets (liabilities) included in the balance sheet as of December 31, 2025 and 2024 are as follows (in thousands):

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Deferred tax assets:

Capital loss carryforward $ 23,275 $ 22,824

Allowance for doubtful accounts 430 349

Allowance for credit losses 362 430

Depreciation of fixed assets 1,097 2,981

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Deferred tax liability ( 6,246 ) ( 9,543 )

Net deferred tax liability $ ( 1,369 ) $ ( 2,214 )

Deferred tax liability, net $ ( 116 ) $ ( 1,369 )

The Company had deferred tax assets of $ 23.3 million and $ 22.8 million, respectively, at December 31, 2025 and 2024 related to capital loss carryforwards and $ 0.3 million at December 31, 2025 and 2024 related to tax credit carryforwards.

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2025 2024 2023

Current income tax expense:

Current income tax expense (benefit):

Federal $ ( 147 ) $ 3,213 $ 2,631

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Income tax expense (benefit) $ ( 1,178 ) $ 2,697 $ 131

The Company paid the following amounts (in thousands) for income taxes during the years ended December 31, 2025, 2024, and 2023:

2025 2024 2023

Federal $ 135 $ 2,850 $ 2,390

State 341 680 1,060

Total $ 476 $ 3,530 $ 3,450

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Income taxes paid (net of refunds) exceeded 5 percent of total income taxes paid (net of refunds) in the following jurisdictions (in thousands):

2025 2024 2023

California $ 50 * *

Georgia $ ( 41 ) * *

Maryland $ 60 * *

Massachusetts $ 50 * *

New Jersey * $ 240 $ 249

* - The jurisdiction is below the 5 percent threshold for the period presented.

The differences between income taxes expected at the federal statutory rate and income taxes reported were as follows (in thousands):

Year Ended December 31,

2025 2024 2023

Federal statutory rate $ 620 $ 760 $ 755

Loss on sale of investments — ( 22,881 ) —

Expiration of capital loss carryforward 113 4,680 —

Amount % Amount % Amount %

Income tax expense (benefit) at federal statutory rate $ ( 3,084 ) 21.0 % $ 620 21.0 % $ 760 21.0 %

State and local taxes, net of federal effect (1) ( 87 ) 0.6 % 419 14.2 % 80 2.2 %

Research and development ( 125 ) 0.9 % ( 683 ) ( 23.1 ) % ( 1,651 ) ( 45.6 ) %

Paid family and medical leave ( 15 ) 0.1 % ( 35 ) ( 1.2 ) % ( 37 ) ( 1.0 ) %

Changes in valuation allowance ( 179 ) 1.2 % ( 78 ) ( 2.6 ) % 18,158 501.4 %

Nontaxable or nondeductible items:

Loss on sale of business or investment — — % — — % ( 22,881 ) ( 631.8 ) %

Capital loss carryforward 179 ( 1.2 ) % 113 3.8 % 4,680 129.2 %

Stock-based compensation 467 ( 3.2 ) % 1,982 67.2 % ( 399 ) ( 11.0 ) %

State tax expense, net of federal effect 419 80 139

Change in accrual for unrecognized tax benefits 28 263 ( 16 )

Executive compensation 219 ( 1.5 ) % 308 10.5 % 1,214 33.5 %

Research and development tax credits ( 684 ) ( 1,651 ) ( 763 )

Income from equity method investment ( 19 ) 0.1 % ( 47 ) ( 1.6 ) % ( 105 ) ( 2.9 ) %

Change in valuation allowance ( 78 ) 18,158 555

Impairment 1,813 ( 12.3 ) % — — % — — %

Meals and entertainment 38 ( 0.3 ) % 54 1.8 % 58 1.6 %

Other 106 ( 0.7 ) % 16 0.5 % ( 9 ) ( 0.3 ) %

Income tax expense (benefit) $ 2,697 $ 131 $ ( 579 )

Effective tax rate 91.4 % 3.6 % ( 16.1 ) %

Changes in unrecognized tax benefits ( 491 ) 3.3 % 28 0.9 % 263 7.3 %

Income tax expense (benefit) at effective tax rate $ ( 1,178 ) 8.0 % $ 2,697 91.4 % $ 131 3.6 %

(1) The state and local jurisdictions that contribute to the majority (greater than 50%) of the tax effect in this category include California, Maryland, New Jersey, and Pennsylvania during the year ended December 31, 2025;

California, New Jersey, and Illinois during the year ended December 31, 2024;

and California and New Jersey during the year ended December 31, 2023.

An uncertain tax position represents the Company’s expected treatment of a tax position taken in a filed tax return, or planned to be taken in a tax return not yet filed, that has not been reflected in measuring income tax expense for financial reporting purposes.

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Accrual for unrecognized tax benefits, as recorded $ 569 $ 1,060

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During the years ended December 31, 2025, 2024, and 2023, interest expense (income) and penalties recorded in the consolidated statements of operations were $( 0.04 ) million, $ 0.03 million, and $ 0.02 million, respectively.

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Increases (decreases) in tax positions related to prior year ( 2 ) ( 33 ) 131

Conclusion of examinations by tax authorities ( 321 ) — —

Lapse of statute of limitations ( 164 ) ( 170 ) ( 168 )

Unrecognized tax benefits—end of period $ 526 $ 980 $ 979

The foregoing table indicates unrecognized tax benefits, net of tax and excluding interest and penalties.

The balance of gross unrecognized benefits was $ 0.5 million, $ 1.0 million, and $ 1.0 million at December 31, 2025, 2024, and 2023, respectively.

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state authorities for tax years prior to 2021.

The Company believes it is reasonably possible that as much as $ 0.2 million of its unrecognized tax benefits may be recognized by the end of 2025 as a result of a lapse of the statute of limitations.

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

EMPLOYEE SAVINGS PLAN

The Company has a savings plan (the “Savings Plan”) that qualifies as a deferred salary arrangement under Section 401(k) of the Code.

Under the Savings Plan, participating employees may defer a portion of their pretax earnings, up to the Internal Revenue Service annual contribution limit.

Under the Savings Plan, participating employees may defer a portion of their pretax or post-tax earnings, up to the Internal Revenue Service annual contribution limit.

The Company contributed $ 1.7 million, $ 2.2 million, and $ 2.4 million for the years ended December 31, 2025, 2024 and 2023, respectively, to match employee contributions to the Savings Plan.

SEGMENT INFORMATION

The Company’s CODM is the Company’s Chief Executive Officer, Art Zeile.

The CODM uses net income, as reported on our consolidated statements of operations, in evaluating performance of the Tech-focused segment in determining how to allocate resources of the Company as a whole, including investing in our product development, sales and marketing campaigns, employee compensation, and stockholder programs.

The Company allocates resources and assesses financial performance on a consolidated basis, as all services pertain to the Company's Tech-focused strategy.

As a result, t he Company has a single operating and reportable segment, Tech-focused includes the ClearanceJobs and Dice brands, as well as corporate related costs.

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

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

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

The Company previously reported one segment, Tech-focused.

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

ClearanceJobs and Dice.

ClearanceJobs is an online career community dedicated to connecting security-cleared professionals with employers in a secure and private environment to fill the jobs that safeguard our nation.

Authorized U.S.

government contractors, federal agencies, national laboratories and universities utilize ClearanceJobs to find candidates with specific, active or current security clearance requirements in a range of disciplines.

The platform provides opportunities for employers and candidates to engage in real-time through messaging and live video, and for employers to promote differentiators through a multitude of branding products and features.

Dice is a destination for technology and engineering talent in the United States to find relevant job opportunities.

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

Corporate includes general overhead not directly consumed by the segments such as interest expense, public company costs, compensation of certain executives and other professional fees.

Corporate assets include all cash, income tax related assets, investments, and certain prepaid and other assets.

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company has included additional disclosures regarding significant expenses regularly provided to our CODM.

The Company’s CODM is the Company’s Chief Executive Officer.

Given the restructuring from one to two segments, the measure of segment profit or loss has changed from consolidated net income to Adjusted EBITDA.

The CODM uses Adjusted EBITDA to allocate resources to each segment, predominately through a budgeting and forecasting process.

The CODM utilizes segment revenue, operating expenses and Adjusted EBITDA when making decisions about resource allocations.

Resource allocation decisions include, among other things, investing in product development, sales and marketing, employee compensation, acquisitions, and stockholder programs.

All operations are in the United States and the Company does not have revenues and long-lived assets, which includes fixed assets and lease right of use assets, outside of the United States.

The accounting policies of the Tech-focused segment are the same as those described in Note 2 of the notes to the consolidated financial statements.

The Company has concluded that on the basis of the principles in ASC 280, the expenses below require disclosure under the significant expense principle.

The CODM does not review assets in evaluating results of the Tech-focused segment, and therefore, such information is not provided.

The following table provides the operating financial results of our Tech-focused segment (in thousands):

For the year ended December 31,

2024 2023 2022

The CODM is not provided assets in evaluating the results of the segments, and therefore, such information is not provided, except capital expenditures.

The accounting policies of each segment are the same as those described in Note 1 of the notes to the consolidated financial statements.

The following table provides an analysis of results by reportable segment (in thousands):

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year Ended December 31, 2025 Year Ended December 31, 2024 Year Ended December 31, 2023

By Reportable Segment:

CJ Dice Total CJ Dice Total CJ Dice Total

Revenues $ 54,889 $ 72,937 $ 127,826 $ 54,143 $ 87,783 $ 141,926 $ 50,348 $ 101,530 $ 151,878

Adjusted cost of revenues 6,890 12,634 6,225 13,938 5,170 14,618

20,163 19,787 17,602

Adjusted product development 5,173 7,418 4,467 14,370 4,217 13,539

18,837 17,777 17,674

Adjusted sales 8,154 14,887 8,149 19,222 9,405 26,757

27,371 36,161 35,166

Adjusted marketing 6,460 10,255 6,776 13,049 6,445 14,539

19,825 20,984 24,197

Adjusted general and administrative 4,466 8,742 4,361 9,098 3,931 9,141

Adjusted EBITDA (1)

23,746 19,001 42,747 24,165 18,106 42,271 21,180 22,936 44,116

Reconciling Items:

Depreciation (3)

14,244 17,972 16,915

Amortization 333 — —

Restructuring (4)

Other segment expenses (1)(2)

6,486 1,111 2,417

Impairment of goodwill (5)

Impairment of intangible assets (6)

Impairment of right-of-use asset (7)

Severance, professional fees and related costs, and non-cash stock based compensation 6,634 9,905 10,636

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

Interest expense 3,200 3,482 1,580

Income tax expense (benefit) 2,697 131 ( 579 )

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

(1) Excludes certain severance, professional fees and related costs, and stock based compensation expense.

These costs are included in Other segment expenses.

(2) Other segment expenses included in net income primarily includes proceeds from settlements, gain on investment, impairment of investment, stock based compensation, and certain severance, professional fees and related costs.

EARNINGS PER SHARE

Basic earnings per share is computed based on the weighted-average number of shares of common stock outstanding.

Diluted earnings per share is computed based on the weighted-average number of shares of common stock outstanding plus common

Impairment of investments (8)

Gain on investments — — ( 614 )

Interest expense and other 2,459 3,200 3,482

Unallocated amounts:

Other corporate expenses 7,644 6,958 7,860

Income (loss) before income taxes $ ( 14,688 ) $ 2,950 $ 3,622

Capital Expenditures (2)(9)

$ 1,554 $ 5,268 $ 6,822 $ 2,520 $ 9,966 $ 12,486 $ 2,712 $ 13,665 $ 16,377

(1) Excludes deduction for other corporate expenses.

(2) Other segment disclosures as required by ASC 280.

(3) Depreciation was $ 2.9 million and $ 11.3 million for ClearanceJobs and Dice, respectively, for the year ended December 31, 2025.

Depreciation was $ 2.6 million and $ 15.3 million for ClearanceJobs and Dice, respectively, for the year ended December 31, 2024.

Depreciation was $ 2.0 million and $ 14.9 million for ClearanceJobs and Dice, respectively, for the year ended December 31, 2023.

(4) For the years ended December 31, 2025, 2024 and 2023, the CJ segment incurred restructuring costs of $ 0.4 million, $ 0.3 million, and $ 0.2 million respectively.

The Dice segment incurred $ 3.8 million, $ 0.8 million, and $ 1.5 million respectively.

Other corporate expenses incurred $ 2.3 million for the year ended December 31, 2025 and $ 0.8 million for the year ended December 31, 2023.

(5) Impairment of goodwill related entirely to the Dice reportable segment.

(6) Impairment of intangible assets related to the Dice tradename.

(7) Impairment of right-of-use asset related to lease agreements within its ROU asset.

(8) Impairment of investments related to investments as described in Note 8.

(9) Consists of capitalized website development and software costs as provided to the CODM.

DHI GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

stock equivalents, where dilutive.

EARNINGS PER SHARE

Basic earnings per share is computed based on the weighted-average number of shares of common stock outstanding.

Diluted earnings per share is computed based on the weighted-average number of shares of common stock outstanding plus common stock equivalents, where dilutive.

The following is a calculation of basic and diluted earnings per share and weighted-average shares outstanding (in thousands, except per share amounts):

2025 2024 2023

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

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

Weighted-average shares outstanding—basic 44,775 44,648 43,571

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Weighted-average shares outstanding—diluted $ 44,775 $ 45,090 $ 44,496

Basic earnings per share $ 0.01 $ 0.08 $ 0.09

Diluted earnings per share $ 0.01 $ 0.08 $ 0.09

Basic earnings (loss) per share $ ( 0.30 ) $ 0.01 $ 0.08

Diluted earnings (loss) per share $ ( 0.30 ) $ 0.01 $ 0.08

Dilutive shares issuable from unvested equity awards (1)

442 925 2,259

Anti-dilutive shares issuable from unvested equity awards (2)

1,844 3,386 2,009

(1) During the year ended December 31, 2025, 0.7 million shares were excluded from the computation of shares contingently issuable upon exercise as we recognized a net loss.

(2) Represents outstanding stock-based awards that were anti-dilutive and excluded from the calculation of diluted earnings per share.

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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 8. Financial Statements and Supplementary Data