Item 1. Business
Item 1. Business
Introduction and Summary
This section provides an overview of DHI Group, Inc. (“DHI,” the "Company," "we," "us," or "our"). Please see our consolidated financial statements included elsewhere in this report for additional discussion regarding our results of operations for the year ended December 31, 2025.
(in thousands) FY 2025 FY 2024 Change
Revenues $ 127,826 $ 141,926 (10) %
Operating income (loss) $ (11,373) $ 6,325 n.m.
Income (loss) before income taxes $ (14,688) $ 2,950 n.m.
Net income (loss) (1)
$ (13,510) $ 253 n.m.
Net income (loss) margin (11) % — % n.m.
Diluted earnings (loss) per share (1)
$ (0.30) $ 0.01 n.m.
Net cash flows from operating activities $ 21,102 $ 21,045 — %
Fixed asset purchases $ (7,309) $ (13,932) (48) %
Adjusted EBITDA (2)
$ 35,103 $ 35,313 (1) %
Adjusted EBITDA Margin (2)
27 % 25 % n.m.
(1) For the year ended December 31, 2025, net loss and diluted loss per share includes the net negative impact of non-cash stock-based compensation, restructuring, impairments, and severance, professional fees and related costs of $32.8 million ($26.7 million net of tax) and discrete tax items of $0.1 million, resulting in a net negative impact of $26.8 million, or $0.59 per diluted share. For the year ended December 31, 2024, net income and diluted earnings per share includes the net negative impact of non-cash stock-based compensation, restructuring, impairment, gain on investment, and severance, professional fees, and related costs of $11.2 million ($8.5 million net of tax) and discrete tax items of $2.3 million, resulting in a net negative impact of $10.8 million, or $0.23 per diluted share.
(2) For a description of these non-GAAP measures and reasons why management believes they provide useful information to investors, please see Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations, Non-GAAP Financial Measures” located elsewhere in this report.
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2025 Highlights
2025 was a transformative year for DHI, marked by expanded product offerings across ClearanceJobs and Dice and a streamlined workforce that drove greater organizational efficiency. The acquisition of AgileATS strengthened ClearanceJobs’ portfolio by introducing a new service offering that delivers an end-to-end solution in the government technology (GovTech) recruiting market, expanding the brand’s total addressable market. Meanwhile, Dice made significant advancements to its platform, substantially reducing legacy technical debt and enabling the launch of modern tools that empowers employer self-service and enhances job discovery and matching for candidates seeking technology roles.
Financial Performance
In a year shaped by unprecedented macroeconomic volatility and a softened technology hiring market coupled with headwinds in government hiring, the Company experienced a revenue decline of 10% year-over-year. Despite these near-term challenges, the Company made meaningful progress modernizing its brand platforms and strengthening differentiation in AI-driven talent acquisition and making fiscally responsible decisions. These strategic investments position the Company to capitalize on improving economic conditions and renewed hiring activity.
ClearanceJobs and Dice 2025 revenue renewal rates remained solid at 89% and 72%, respectively, while retention rates for the year were 106% for ClearanceJobs and 94% for Dice, demonstrating larger more stable clients continue to find value in its services. Our churn continued to be associated with smaller clients with less than $15,000 annual spend.
DHI's net income margin declined to -11% while our Adjusted EBITDA 1 margin increased to 27% while continuing to invest in products and services to deliver value to clients and candidates.
Recognizing the continued risks inherent in the economy, the Company continued to target a leverage ratio 2 of ~1.0 times Adjusted EBITDA. Cash was $2.9 million at year end and total debt was $30 million under our $100 million facility.
Transforming tech hiring and expanding the security-cleared hiring mission
ClearanceJobs meaningfully advanced its mission and expanded its service offering with the acquisition of AgileATS, which is a premium offering to ClearanceJobs’ clients, particularly small and mid-sized employers which lack a dedicated applicant tracking system.
ClearanceJobs launched Premium Candidate Experience, a subscription which enables security-cleared talent on the platform to pay a fee to heighten their presence to recruiters on the CJ platform, the first ever candidate monetization opportunity in CJ’s offering.
Dice launched its new Employer Experience, a comprehensive redesigned platform that modernizes tech hiring with AI-powered tools, streamlines workflows and enhances candidate targeting to help recruiters connect with qualified tech talent faster and more efficiently.
Dice also launched a modernized dashboard and job detail page to enhance performance and update match features to help candidates better evaluate job fit, making it easier find similar jobs and stay engaged with employers.
An empowered and engaged team In recognition of DHI’s culture of inclusivity and making DHI an ideal employer, the Company received several employer awards including earning Great Place to Work for the fourth year in a row, landing #44 on the list of America’s Most Loved Workplaces as featured in the Wall Street Journal, and earning a Best Company to Work for from U.S. News & World Report for the second year in a row. The Company was recognized specifically as a loved workplace for inclusivity, for parents and caregivers, and for mental health care.
(1) For a description of these non-GAAP measures and reasons why management believes they provide useful information to investors, please see Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations, Non-GAAP Financial Measures” located elsewhere in this report.
(2) Leverage Ratio is computed by dividing debt by Adjusted EBITDA.
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Company Profile
DHI was incorporated in Delaware on June 28, 2005 and is a leading provider of artificial intelligence-powered software products, online tools and services to deliver career marketplaces to candidates and employers. DHI's brands — ClearanceJobs and Dice — enable recruiters and hiring managers to efficiently search, match and connect with highly skilled technologists in specialized fields, particularly technology and those with active government security clearances. Our mission is to empower technology professionals and organizations that hire them to compete and win through expert insights and relevant employment connections by delivering three key value propositions:
• Providing the best search and match solution for recruiters and employers through software services;
• Delivering the most relevant and personalized technology career related content; and
• Aggregating and analyzing workforce intelligence data to deliver specialized insights.
The majority of our revenues in 2025 were generated through the sale of recruitment packages, which allow customers to promote jobs on our websites, source candidates through our resume databases and connect with candidates in a two-sided marketplace model. Recruitment packages are typically provided through contractual arrangements with annual, quarterly or monthly payment terms.
Our Products and Services
We help organizations find the best talent, and we help technology and security cleared professionals find the best jobs to advance their careers. Through our software solutions, our vision is to create indispensable career marketplaces that match the highest quality candidates with the right career opportunities. Our solutions are available individually or bundled in packages, including:
• Talent profiles. Each of our brands provides access to relevant candidate profiles, resumes, and social and web profiles creating a broader pool of talent for our clients. We help clients quickly find and connect with top talent to make their recruiting efforts more efficient.
• Job postings. Our job platforms are focused on specific verticals tailored to technology and security-cleared individuals, making it easier for professionals to search for relevant jobs. In turn, the applications received by clients are more likely to be relevant and qualified compared to applications received on generalist sites. Providing professionals with the most relevant job postings benefits both the talent and the recruiting organization.
• Employer Branding. Each of our brands has a suite of offerings that help clients amplify their brand to reach more professionals. Solutions include display advertising, email, and enhanced job postings or company profiles.
• Other Services. In connection with our ClearanceJobs and Dice brands, DHI offers other services such as: 1) virtual and live career events; 2) talent sourcing services, which is a premium staffing service delivering sourced and screened contract or full-time candidates to recruiters and employers; 3) applicant tracking system, a premium add-on service to automate job postings, streamline workflows and enhance sourcing capabilities; and 4) content and data services that provides tailored content to help professionals manage their careers and provide employers insight into recruiting strategies and trends.
Industry and Skill Focused Brands
During 2025 we offered our talent acquisition and career development products and tools through the following brands:
Service Yrs. in Operation Specialized Focus Primary Source of Revenues
ClearanceJobs 23 Security-cleared professionals Recruitment packages 1
Dice 35 Technology and engineering in the U.S. Recruitment packages 1
1 Recruitment packages are subscription based products that provide access to our candidate profiles and/or the ability to post jobs.
ClearanceJobs ClearanceJobs is the leading 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 quickly and easily 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. ClearanceJobs had approximately 56,000 job postings as
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of December 31, 2025 and during 2025, ClearanceJobs had, on average, 967,000 monthly users. Approximately 90% of ClearanceJobs revenue was derived from recruitment packages in 2025.
Dice has been a go-to destination for technology and engineering talent in the United States for 35 years. The job postings available on Dice, from both technology and non-technology companies across many industries, include positions for software engineers, big data professionals, systems administrators, database specialists, project managers, and a variety of other technology and engineering professionals. Dice had approximately 83,000 job postings as of December 31, 2025 and during 2025, Dice had, on average, approximately 1.5 million monthly users.
Customers can purchase recruitment packages, job postings or advertisements. Recruitment packages offer our customers the ability to access candidate profiles and post jobs. Candidate Match and Search on Dice is powered by IntelliSearch, a proprietary machine-learning technology that is foundational to many Dice products and services. Approximately 90% of Dice revenue was derived from recruitment packages in 2025.
Dice offers AI-driven tools, advice and support to help U.S. tech professionals registered on the platform find relevant jobs, evaluate companies and connect with recruiters. Built within the platform is a highly specialized taxonomy which maps 100,000+ skills and associates job skill terms with a job skill listed on a candidate's profile. Coupled with Dice's AI tools, the taxonomy delivers a variety of services to help tech professionals find ideal jobs. Tech professionals can build profiles, post resumes, search jobs and access career-related content, tech career and hiring news and tools. To help make their job search more efficient, Dice job alerts deliver personalized opportunities to candidates through features like IntelliSearch job recommendations and Dice Match capabilities. Professionals can also learn more about a company’s tech culture, tech stack and what it’s like to work on the tech team through company profiles, then connect and chat with recruiters and hiring teams to talk directly about fit.
Our Industry
We primarily operate in the talent discovery and acquisition segment of the broader market for human capital management services through career sites for technology professionals. There is a shortage of skilled technology professionals worldwide and we believe that the overall demand for talent acquisition and career development products and services has significant long-term growth potential.
We also believe that certain industries that employ highly-skilled and highly-paid professionals will experience particularly strong demand for effective recruiting solutions due to the scarcity of such professionals. For example, as of December 2025, the seasonally unadjusted U.S. unemployment rate was 3.3% for computer-related occupations as compared to the overall national average of 4.4%, seasonally adjusted. We believe that there are five major trends that will continue to shape demand for talent acquisition services:
• Greater competition for professional talent . As more companies leverage technology to advance their business, employers will increasingly need to hire tech talent to compete. According to analysis from the U.S. Bureau of Labor Statistics, computer and technology occupations are projected to grow faster than average due to the need to replace workers who leave and driven by overall demand for these skillsets.
• Continued professional interest in career brands specific to industry and skills. Our services focus on domains or industries that require specialized skills and knowledge and, thus, customized content, profiles and search parameters. In addition, the technology professionals often share a sense of personal identity and community that goes beyond the confines of their careers. We believe that both specialized skills and the sense of personal identity and community lead professionals in our verticals to prefer specialized career brands over generalist ones.
• Talent attraction and retention becoming more of a strategic priority for companies. McKinsey & Company reports a fundamental mismatch between companies' demand for talent and the number of workers willing to supply it, driven by more workers reevaluating what they want from a job and opting for nontraditional employment such as gig, temporary or part-time. Hiring skilled technologists is a key driver to moving digital innovation forward.
• Increased use of data and analytics in human capital management and increased need for insights. As many companies prove the power of analytics in marketing and other business domains, organizations are seeking to gain a competitive advantage by applying data-driven insights to improve their hiring, retention and leadership capabilities.
• Artificial intelligence ("AI") is reshaping the way companies identify, attract and retain top talent. AI has changed the landscape of talent acquisition. With the advent of AI technologies, recruiters can leverage advanced algorithms and machine learning to sift through vast amounts of data, identifying suitable candidates more efficiently. Automated screening processes can analyze resumes, assess skills, and predict candidate success, streamlining the initial stages of
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recruitment. Additionally, AI allows faster screening of applicants while reducing bias in the recruitment process.
In this environment, we believe there is an opportunity for career management and talent acquisition tools that leverage the common interests, goals and skills of select professional communities. We believe that a focus on professional communities allows organizations to more efficiently identify talent, with more complete data and insights about that talent.
Our Value Proposition
We are a leading provider of data, insights and employment connections through specialized online professional communities organized around common professional interests and skill sets powered by technology. This specialized approach provides technology professionals with more relevant career related information and opportunities, enhancing their ability to maximize their careers. Through engaging with professionals, we are able to build rich and unique data sets around valuable talent pools. The combination of our focused online professional websites and rich data sets allows organizations to find and hire professional talent more efficiently and effectively, and therefore incentivizes them to source talent through our online professional communities. The benefits our services provide to both professionals and recruiting customers create a robust marketplace.
Benefits we provide to Professionals
Relevant employment connections . When professionals engage with jobs on our websites and through our mobile apps, they can make valuable connections with organizations who prize their skills and expertise. Professionals can avoid having to “sort through the clutter” on generalist career sites and get the most out of their time by using our more focused services.
Skills/industry-specific career management tools, information and insights . We provide professionals with targeted and relevant career development tools, content and news. For example, ClearanceJobs and Dice provide professionals with market and salary information and local market trends. In addition, the Salary Predictor allows professionals to evaluate their market value and map out which skills will increase their value. We believe our career development services and tools provide professionals with the insights they need to propel their careers forward, and thus increase the engagement of professionals with our sites.
Benefits we provide to our Customers
Large pools of qualified and hard-to-reach professionals . We seek to improve the efficiency of the recruiting process for our customers by providing efficient access to large pools of highly qualified and hard-to-reach professionals. Because the communities of professionals who visit our websites are highly-skilled and specialized within specific industries, we believe our customers who post jobs receive applications from candidates who are better qualified for the positions, and that they receive fewer irrelevant applications than when using generalist sites. In addition, since our resume data and resume search functions are highly tailored by specialty, we believe that our customers can more efficiently identify talent using our resume databases than by using broader services.
Relevant information on prospective candidates . We believe that the specialized nature of our job posting and resume search products makes them inherently more relevant and efficient for recruiting. Using all of these products together gives our customers the most complete view of a prospective candidate, and allows them to not only identify the best talent but also tailor their recruiting approach to each individual.
Hyper-targeted candidate outreach and employer branding . We offer recruiters and employers the ability to target hard-to-find professionals with messages in the online forums they frequent. Our social targeting service leverages our social aggregation capabilities to assemble candidate target lists based on specific factors like skill sets, work experience, location, or interests; then executes hyper-targeted employer branding or job search campaigns in online forums where specific potential candidates spend time.
Our Strategic Goals
The Company continues to focus on building upon its legacy as a market leader in technology talent acquisition by delivering best-in-class candidate quality and match capabilities through its career marketplaces. As more employers use the subscription-based offerings to find, attract, engage and hire the highest quality tech professionals, the Company continues to invest in product development and marketing to expand the technologist community and create an ideal onboarding experience for tech
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talent. The Company continues to evolve to a solution selling business, coupled with its goal of maintaining strong Adjusted EBITDA margins to maximize profitability.
Delivering best-in-class candidate quality and match capabilities for technology roles. We believe candidate quality is the essential foundation of success in our industry and we intend to differentiate our business by leading in this respect. We have dramatically improved the quality of our Dice candidates to a level we believe is best-in-class and plan continued vigilance and innovation to drive continued improvements. We are also building on our unique legacy and intellectual property in the technology jobs space to create match capabilities for both candidates and clients that are reducing the time and effort required in job searching and talent acquisition. Our proprietary and patented machine-learning technology including IntelliSearch, powers many Dice and ClearanceJobs products and is foundational to providing relevant job opportunities for candidates and efficient search and match solutions for clients.
Building indispensable tech-focused career marketplaces . ClearanceJobs has established a unique franchise in the market for cleared professionals, many with tech experience. Built on a unique cohort of candidates and specialized employer and recruiter tools together, ClearanceJobs is a highly interactive two-sided marketplace environment. These attributes provide clear and measurable return on investment for clients and have contributed to ClearanceJobs growing its revenue each year for over ten years. With over 20 years in the market, we believe ClearanceJobs is an indispensable and valuable business. In 2025, ClearanceJobs executed on its expanded mission by offering AgileATS as a premium service for clients, particularly small and mid-sized employers which lack a dedicated applicant tracking system. We continue to transform our Dice brand into a similar career marketplace customized for the needs of its unique candidate and client communities. Since 2021, we have launched products and services as part of Dice's career marketplace, eliminating tech debt and modernizing with tools and features which create more efficiency in the recruiting process. In 2024, Dice leveraged its All Jobs strategy to increase job volume for professionals, released a number of features to expand the marketplace and create higher engagement between employers and tech candidates on the platform. In 2025 Dice launched Dice Employer Experience, a comprehensive platform redesign that modernizes tech hiring with AI-powered tools, streamlined workflows, and enhanced candidate targeting.
Investing in functional excellence and product innovation. Since joining DHI in 2018, CEO Art Zeile has built a leadership team capable of driving growth and supporting a culture of high performance. The leadership team continually advances their functional areas to drive results in the business, working towards the common goal of launching and landing innovative products in the market. Specifically, in 2025 the Company released a number of products to help employers find tech candidates and to help technologists further their careers. At ClearanceJobs these products include: ClearanceJobs Expanded Multi-Factor Authentication, ClearanceJobs Live Enhancements, Candidate Experience Personalization, AgileATS and Premium Candidate Experience. At Dice these products include: Dice Technologist Dashboard, Easy Post for SmartRecruiters ATS, a Candidate homefeed redesign, and the Dice Employer Experience Platform.
We are investing to further increase the pace of innovation by organizing talent on our technology team, centered around a development model to increase the quality and speed of product delivery. Our marketing team is focused on delivering results at lower cost in terms of driving traffic to Dice, increasing marketing qualified leads, growing visible profiles and applications with less spend and with more to come as we leverage new capabilities in customer relationship management (CRM), product marketing, and digital analytics, among others.
Transforming our sales and customer success efforts to drive growth. As early leaders in online talent acquisition, DHI’s brands have a legacy of strong recurring clients and revenue and, as a result, renewals have historically provided the majority of the Company’s revenues. We believe there is significant opportunity to grow our customer base and expand to new revenue opportunities, particularly with smaller employers by providing the ability for new clients to purchase recruitment packages online, and with staffing solutions at the contract or full-time level. At ClearanceJobs, growing relationships directly with government agencies as well as expanding into providing applicant tracking system tools as a premium or add-on service provides a new revenue stream for sales employees. Our customer success team executed new strategies to drive proactive external engagement and report real-time feedback to better include the customer voice to influence our product roadmap. We plan to continue growing our sales team as opportunities arise.
Marketing and Sales
DHI Group’s brands are built on providing value to both sides of a thriving career marketplace. Technologists join and engage to find jobs and develop their careers, and customers (staffing firms, recruiting firms and companies hiring professionals in our areas of expertise) use our platforms and support to find the right talent for their open roles.
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Our consumer marketing focuses on growing the number of professionals who engage with our content, visit our websites and become members, as the more active and interested consumers we have within our platforms, the more attractive our products and services are to our customers. These efforts include digital advertising, search engine marketing, content marketing, email marketing, social media and influencer marketing. We measure success through goals related to brand awareness, consideration and product usage, traffic, new and updated consumer profiles, and applications to job postings.
For customers, our marketing and sales teams work in lockstep to develop new customer relationships and maintain high customer satisfaction. Customer marketing efforts range from creating and capturing demand to retention-focused activities. Marketing supports the entire customer journey, from problem and brand/product awareness to affinity and consideration, intent and purchase, and onboarding. Marketing initiatives include advertising, thought leadership, content marketing, media relations, social media, email campaigns and participation in industry events. We measure success through lead volume and quality, lead-to-revenue metrics, brand awareness, consideration and product usage, traffic and content engagement.
We sell our products and services primarily through our direct sales force and agency partner channel. Our sales team is organized by brand, market segment, and geography and targets Fortune 1000 companies, large staffing and recruiting firms and other large and mid-size businesses. Our strategy in 2025 focused on continuing to execute against our solution-oriented sales approach and training sales team members to sell new features such as applicant tracking systems or talent sourcing services. In addition, we continued to focus on customer engagement to drive best-in-class customer satisfaction scores. As of December 31, 2025, we employed 94 sales, marketing, and support personnel in the United States.
We also invest in fraud detection initiatives and maintain teams of account managers and customer support specialists who work to ensure customers get the most from our products and services by providing training and assistance. In addition to technologies we leverage for fraud detection, our customer support departments perform some compliance functions, such as reviewing the websites for false or inaccurate job postings.
Customers
We currently serve a diversified customer base consisting of approximately 9,100 customers in total. No one customer accounted for more than 10% of our revenues in 2025. Our customers include small, mid-sized and large direct employers, staffing companies, recruiting agencies, consulting firms and marketing departments of companies. As of December 31, 2025 notable customers of the ClearanceJobs and Dice businesses included AT&T, Adecco, CACI, Cisco, Capital One, General Dynamics, Kforce, Microsoft, and Northrop Grumman.
Technology
We use a variety of open source and proprietary technologies to support our services. Our websites provide a multitenancy technology platform with multiple application services developed to perform at scale. We primarily utilize Amazon Web Services (AWS) as our cloud infrastructure platform, which enables us to scale our computer network and storage capacity on an as-needed basis. Our application services and data connections are continually monitored 24/7 for performance and stability. Our application and infrastructure architecture enable us to ensure global reach, as well as advantages in resiliency and cloud delivery. Job seekers and customers can access our websites with any standard web browser, mobile web browsers, and iOS and Android applications. Our websites also utilize AWS disaster recovery, redundancy, and resiliency services, including multi-availability zone, multi-region, redundant storage and networking solutions, and self-healing capabilities.
Competition
The market for talent acquisition services is highly competitive with multiple online and offline competitors. With the evolution of the online recruiting model, there has been an increasing need to provide ease-of-use and relevance to professionals, as well as an efficient and cost-effective recruitment method for direct employers, recruiters and staffing companies. Additionally, further technological advancements and evolution of social networks increasing the interaction between candidates and potential employers have made it easier for new competitors to emerge, and advertisers have many alternatives available to reach their target audiences. Our ability to maintain our existing customer base and generate new customers depends to a significant degree on the quality of our candidate databases and audiences, the quality of our services, our ability to enhance our websites and the underlying technology of our websites to meet the needs of a rapidly-evolving marketplace, our pricing strategy and ability to introduce value-added products and services, contracting alternatives such as subscription or consumption based models, and our reputation among our candidates and our customers and potential customers, who are increasingly sophisticated and demanding. Our competitors include:
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• social and professional networking sites, such as LinkedIn, Facebook, X and Google;
• niche or specialist professional networking sites such as GitHub and Stack Overflow;
• generalist job boards, some of which have substantially greater resources and brand recognition than we do, such as CareerBuilder, Monster, and Seek which, unlike specialized job boards, permit customers to enter into a single contract to find professionals across multiple occupational categories and attempt to fill all of their hiring needs through a single website;
• aggregators and distributors of job postings and profiles, including Indeed (owned by Recruit), TalentBin (owned by Monster Worldwide), Entelo, ZipRecruiter, and Google;
• career-focused community sites such as Glassdoor;
• newspaper and magazine publishers, national and regional advertising agencies, executive search firms and search and selection firms that carry classified advertising, many of whom have developed, begun developing or acquired new media capabilities, such as recruitment websites, or have partnered with generalist job boards;
• specialized services focused specifically on the industries we service, such as Upwork;
• new and emerging competitors with new business models and products;
• our customers, who seek to recruit candidates directly by using their own resources, including corporate websites; and
• general business sites and print publications, as well as technology news and information community sites, such as Google News, Digg.com and Reddit.com.
The principal elements of competition in our markets include brand awareness and reputation, product functionality, design, price, customer service, market share and marketing. We believe that our unique product offerings position us well in the marketplace. However, a number of companies in the industry have greater financial resources, more comprehensive product lines, broader market presence, longer standing relationships with customers, longer operating histories, stronger brand recognition, and greater marketing resources than we have.
Intellectual Property
We seek to protect our intellectual property through a combination of service marks, trademarks, copyrights and other methods of restricting disclosure of our proprietary or confidential information. As we continue to develop and improve our technology, patents may become a more significant part of our intellectual property in the foreseeable future. We generally enter into confidentiality agreements with our employees, consultants and vendors. We also seek to control access to and distribution of our technology, documentation and other proprietary information.
We generally pursue the registration of the material service marks we own in the United States and internationally, as applicable. We own a number of registered, and unregistered trademarks and service marks that we use in connection with our businesses. Our trademarks and registered trademarks in the United States include the stylized designs for CLEARANCEJOBS.COM, DICE, the plain usage of clearancejobs.com, the stylized "Dice" logo and social media "D" logo, and both the black and white and colorized ClearanceJobs logo. Registrations for trademarks may be maintained indefinitely, as long as the trademark owner continues to use and police the trademarks and timely renews registrations with the applicable governmental office. Although we generally pursue the registration of our material service marks and other material intellectual property we own, where applicable, we have trademarks and/or service marks that have not been registered in the United States and/or other jurisdictions. We have not registered the copyrights in the content of our websites and do not intend to register such copyrights.
The steps we have taken to protect our copyrights, trademarks, service marks and other intellectual property may not be adequate, and third parties could infringe, misappropriate or misuse our intellectual property. If this were to occur, it could harm our reputation and affect our competitive position. See Item 1A. Risk Factors "Misappropriation or misuse of our intellectual property could harm our reputation, affect our competitive position and cost us money.”
Investments
DHI has made no significant investments through acquisitions during the past three years. See also Note 8 of the notes to consolidated financial statements.
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Regulation and Legislation
User Privacy
We collect, store and use a variety of information about both professionals and customers on our website properties. Within the websites, the information that is collected, stored, and used has been provided by the professionals or customers with the intent of making it publicly available. We do not ask professionals or customers to supply social security numbers. Our business data is separated from website operations by a variety of security layers including network segmentation, physical and logical access controls, firewalls, and many industry-accepted, best-practice information security controls.
We post our privacy policies on our websites so that our users can access and understand the terms and conditions applicable to the collection, storage, and use of information collected from users. Our privacy policies also disclose the types of information we gather, how we use it and how a user can correct or change their information. Our privacy policies also explain the circumstances under which we share this information and with whom. Professionals who register for our websites have the option of indicating specific areas of interest in which they are willing to receive offers via email. These offers contain content created either by us or our third-party partners. To protect confidential information and to comply with our obligations to our users, we impose constraints on our customers to whom we provide user data, which are consistent with our commitments to our users. Additionally, when we provide lists to third parties, including to our advertiser customers, it is under contractual terms that are consistent with our obligations to our users and with applicable laws and regulations.
See Item 1A. Risk Factors “We may be liable with respect to the collection, storage, and use of the personal and professional information of the professionals who use our websites and mobile apps and our current practices may not be in compliance with proposed new laws and regulations” and “Our business is subject to U.S. government regulation of the Internet and taxation, which may have a material adverse effect on our business.”
U.S. Government Regulation
We are subject to a number of government regulations that regulate our products and online service offerings, including content, copyright infringement, user privacy, advertising and promotional activities, taxation, access charges, liability for third-party activities, and jurisdiction. In addition, federal, state, and local governmental organizations have enacted and also are considering, and may consider in the future, other legislative and regulatory proposals that would regulate the Internet. Areas of potential regulation include, but are not limited to, libel, electronic contracting, pricing, quality of products and services, and intellectual property ownership.
There are a number of U.S. laws and regulations that affect companies conducting business online. Certain laws regulate commercial electronic messages. Such laws frequently provide a right on the part of the recipient to request the sender to stop sending messages, and establish penalties for the sending of email messages that are not compliant with such laws, including messages that are intended to deceive the recipient as to source or content or that do not provide an electronic method of informing the sender of the recipient’s decision not to receive further commercial emails.
We are subject to federal, state and local laws and regulations regarding privacy and protection of data. Our privacy policies and terms of use agreements describe our practices concerning the use, storage, transmission and disclosure of user data. Any failure by us to comply with our privacy policies or terms of use agreements, or privacy-related laws and regulations, could result in proceedings against us by governmental authorities or others, which could harm our business. The interpretation of these privacy and data protection laws and various regulators’ approach to their enforcement, as well as our products and services, continue to evolve over time. We face the risk that these laws may be interpreted and applied in conflicting ways in different jurisdictions or in a manner that is not consistent with our current data protection practices, or that new and unclear laws will be enacted. There currently are a number of proposals pending before federal, state, and local legislative and regulatory bodies. There are laws as well as a number of legislative proposals in the United States, at both the federal and state level, that impose obligations in areas affecting our business, or may do so in the future. For example, California adopted the California Consumer Privacy Act of 2018, or CCPA, which became effective on January 1, 2020. The CCPA has been characterized as the first privacy statute of its kind to be enacted in the United States as it includes significant penalties for non-compliance, as well as creating the right for consumers to bring a private action in certain circumstances. On November 3, 2020, California enacted the California Privacy Rights Act ("CPRA"). The CPRA, which went into effect on January 1, 2023, expands upon the protections provided by the CCPA, including new limitations on the sale or sharing of consumers’ personal information, and the creation of a new state agency to enforce the CPRA’s protections. The CPRA was further amended effective January 1, 2026 to include, among other requirements, additional audit requirements and risk assessments to which we
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may be subject. In addition, numerous state legislatures have passed, or are contemplating passing legislation similar in nature to the CPRA. To the extent these laws differ from existing laws, our compliance efforts will be further complicated.
Complying with these varying requirements could cause us to incur additional costs and change our business practices. Further, any failure by us to adequately protect our users’ privacy and data could result in a loss of confidence in our products and services and, ultimately, in a loss of customers, which could have an adverse effect on our business, and could subject the Company to penalties or liability.
Furthermore, favorable laws may change, including, for example, the 2025 U.S. Court of Appeals 6th Circuit decision striking down net neutrality regulations. Given uncertainty around these rules, including changing interpretations, amendments or repeal, coupled with potentially significant political and economic power of local network operators, we could experience discriminatory or anti-competitive practices that could impede our growth, cause us to incur additional expense, or otherwise negatively affect our business.
The application of laws and regulations affecting online business to our products and services is often unclear, and these laws and how various jurisdictions interpret these laws continue to evolve. Compliance with these laws may be expensive and could harm our business. Any failure by the Company to comply with these laws and regulations could result in actions against us by governmental authorities or other entities, which could harm our business, including governmental or court orders that we cease certain activities.
See Item 1A. Risk Factors “Our business is subject to U.S. government regulation of the Internet and taxation, which may have a material adverse effect on our business” and “Capacity constraints, systems failures or breaches of our network security could materially and adversely affect our business. If we fail to manage our technical operations infrastructure, our existing customers may experience services outages, and our new customers may experience delays in the deployment of our solution.”
Human Capital Disclosures
Employees
As of December 31, 2025, we had approximately 270 employees. Our employees are not represented by any union and are not the subject of a collective bargaining agreement. We believe that we have a good relationship with our employees and experienced solid engagement among team members during the year as evidenced by results from our annual engagement survey and below average turnover rate. We offer flexible work schedules, abbreviated hours on Fridays, flexible paid time off and remote working opportunities for all team members to promote work/life balance. We have made it a priority to support our employees as they work from home, including increased flexibility surrounding personal and family commitments and a quarterly work from home stipend. The Company budgets for professional development training at the functional group level. Additionally, the Company has a tuition reimbursement program designed to provide employees with financial assistance in continuing their education.
Inclusion
Inclusion remains a key priority for the Company. The backgrounds, skills and experiences of executive officers, board members, and employees are important to both our values and performance. We believe that a diverse board, management team and workforce that is reflective of our customer base will position us to better understand customers’ wants and needs, which we believe drives our ability to deliver superior customer value and successfully innovate. Diverse perspectives amongst our management team and board allows them to evaluate issues through different experiences and perspectives and help guide the Company in a thoughtful way. The Company’s internal Diversity, Equity and Inclusion program is based on promoting a culture of inclusivity, and includes Allyship training, which teaches team members how to better support regardless of individual differences. Additionally, all team members participated in career training to create a strategic action plan for their 2025 goals. The Company has employee resource groups led by employees to share experiences and have a safe, confidential space. The internal policies of the Company encourage attracting candidates in the widest talent pool ensuring that all team members are treated fairly and equally, amongst other things. In 2025, the Company continued its practice of offering inclusive fertility benefits which support all paths to parenthood and benefits to cover travel expenses related to women's health.
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Information Availability
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy and information statements and other material information concerning us are available, as soon as reasonably practicable after we electronically file or furnish such information to the Securities and Exchange Commission (the "SEC"), free of charge on the Investors page of our website at www.dhigroupinc.com. Our reports filed with the SEC are also available free of charge by visiting http://www.sec.gov.
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