What changed in this filing

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Item 1. Financial Statements

2026-05-05 compared with 2025-11-10 · 289 added, 326 removed, 475 unchanged (56% of the section changed)

3 unchanged sentences

(in thousands, except per share data)

September 30,

2026 December 31, 2025

19 unchanged sentences

Operating lease liabilities 1,292 1,788

Income taxes payable 374 —

Total current liabilities 57,195 55,077

8 unchanged sentences

Stockholders’ equity

Convertible preferred stock, $ .01 par value, authorized 20,000 shares;

no shares issued and outstanding

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

4 unchanged sentences

Additional paid-in capital 131,567 130,427

Accumulated other comprehensive income 8 1

Accumulated other comprehensive loss ( 3 ) ( 5 )

Accumulated earnings 20,503 18,971

7 unchanged sentences

(in thousands, except per share amounts)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Revenue $ 29,693 $ 32,301

7 unchanged sentences

Restructuring — 2,270

Impairment of intangible assets 9,600 — 9,600 —

Impairment of goodwill — 7,800

1 unchanged sentence

Operating income (loss) 3,064 ( 9,281 )

Income from equity method investment 60 23 87 325

Impairment of investment — — — ( 400 )

Income (loss) from equity method investment ( 23 ) 64

Interest expense and other ( 553 ) ( 660 )

1 unchanged sentence

Income tax expense (benefit) 956 ( 126 )

Net loss $ ( 4,269 ) $ ( 200 ) $ ( 14,861 ) $ ( 769 )

Basic loss per share $ ( 0.10 ) $ — $ ( 0.33 ) $ ( 0.02 )

Diluted loss per share $ ( 0.10 ) $ — $ ( 0.33 ) $ ( 0.02 )

Net income (loss) $ 1,532 $ ( 9,751 )

Basic earnings (loss) per share $ 0.04 $ ( 0.21 )

Diluted earnings (loss) per share $ 0.04 $ ( 0.21 )

Weighted-average basic shares outstanding 41,419 45,505

4 unchanged sentences

(in thousands)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Net loss $ ( 4,269 ) $ ( 200 ) $ ( 14,861 ) $ ( 769 )

Three Months Ended March 31,

Net income (loss) $ 1,532 $ ( 9,751 )

Other comprehensive income (loss):

Foreign currency translation adjustment 2 ( 33 )

Comprehensive loss $ ( 4,247 ) $ ( 170 ) $ ( 14,854 ) $ ( 686 )

Comprehensive income (loss) $ 1,534 $ ( 9,784 )

See accompanying notes to the condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Preferred Stock Series 1 Participating Preferred Stock Common Stock Additional

Series 1 Participating Preferred Stock Common Stock Additional

Capital Treasury Stock Accumulated

1 unchanged sentence

Comprehensive Income (Loss) Total

Shares Issued Amount Shares Issued Amount Shares Issued Amount Shares Amount

Shares Issued Amount Shares Issued Amount Shares Amount

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

Net loss ( 9,751 ) ( 9,751 )

Other comprehensive loss - translation adjustments ( 33 ) ( 33 )

Net Income 1,532 1,532

Other comprehensive income - translation adjustments 2 2

Stock-based compensation 1,151 1,151

5 unchanged sentences

Balance at March 31, 2026 — $ — 56,812 $ 570 $ 131,567 13,137 $ ( 60,118 ) $ 20,503 $ ( 3 ) $ 92,519

Net loss ( 841 ) ( 841 )

Other comprehensive loss - translation adjustments 18 18

Stock-based compensation 1,535 1,535

Restricted stock issued 933 9 ( 9 ) —

Restricted stock forfeited or withheld to satisfy tax obligations ( 33 ) — — 9 ( 19 ) ( 19 )

Performance-Based Restricted Stock Units forfeited or withheld to satisfy tax obligations ( 4 ) — — 3 ( 7 ) ( 7 )

Purchase of treasury stock under stock repurchase plan 865 ( 1,769 ) ( 1,769 )

Issuance of common stock upon ESPP purchase 54 1 80 81

Balance at June 30, 2025 — $ — — $ — 82,782 $ 830 $ 272,811 34,427 $ ( 193,020 ) $ 21,889 $ ( 14 ) $ 102,496

Net loss $ ( 4,269 ) ( 4,269 )

Other comprehensive loss - translation adjustments $ 22 22

Stock-based compensation 1,284 1,284

Restricted stock forfeited or withheld to satisfy tax obligations ( 184 ) $ ( 2 ) 2 63 $ ( 174 ) ( 174 )

Performance-Based Restricted Stock Units forfeited or withheld to satisfy tax obligations ( 17 ) $ — — —

Purchase of treasury stock under stock repurchase plan 741 $ ( 2,082 ) ( 2,082 )

Balance at September 30, 2025 — $ — — $ — 82,581 $ 828 $ 274,097 35,231 $ ( 195,276 ) $ 17,620 $ 8 $ 97,277

Preferred Stock Common Stock Additional

Preferred Stock Series 1 Participating Preferred Stock Common Stock Additional

Capital Treasury Stock Accumulated

1 unchanged sentence

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

Net loss ( 9,751 ) ( 9,751 )

Other comprehensive income - translation adjustments 22 22

Other comprehensive loss - translation adjustments ( 33 ) ( 33 )

Stock-based compensation 1,092 1,092

3 unchanged sentences

Performance-Based Restricted Stock Units forfeited or withheld to satisfy tax obligations ( 83 ) ( 1 ) 1 243 ( 620 ) ( 620 )

Purchase of treasury stock under stock repurchase plan 312 ( 666 ) ( 666 )

Balance at March 31, 2025 — $ — — $ — 81,832 $ 820 $ 271,205 33,550 $ ( 191,225 ) $ 22,730 $ ( 32 ) $ 103,498

Net income 943 943

Other comprehensive income - translation adjustments 31 31

Stock-based compensation 2,160 2,160

Restricted stock issued 318 3 ( 3 ) —

Restricted stock forfeited or withheld to satisfy tax obligations ( 54 ) ( 1 ) 1 15 ( 34 ) ( 34 )

Performance-Based Restricted Stock Units forfeited or withheld to satisfy tax obligations ( 8 ) — — 4 ( 8 ) ( 8 )

Issuance of common stock upon ESPP purchase 82 1 145 146

Balance at June 30, 2024 — $ — 80,902 $ 810 $ 266,253 32,554 $ ( 188,869 ) $ 31,659 $ ( 30 ) 109,823

Net loss ( 200 ) ( 200 )

Other comprehensive income - translation adjustments 30 30

Stock-based compensation 1,814 1,814

Restricted stock issued 196 2 ( 2 ) —

Restricted stock forfeited or withheld to satisfy tax obligations ( 122 ) ( 1 ) 1 71 ( 155 ) ( 155 )

Performance-Based Restricted Stock Units forfeited or withheld to satisfy tax obligations ( 10 ) — — — — —

Balance at September 30, 2024 — $ — 80,966 $ 811 $ 268,066 32,625 $ ( 189,024 ) $ 31,459 $ — 111,312

See accompanying notes to the condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from (used in) operating activities:

Net loss $ ( 14,861 ) $ ( 769 )

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

Net income (loss) $ 1,532 $ ( 9,751 )

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

Depreciation 2,797 3,984

3 unchanged sentences

Stock-based compensation 1,151 1,092

Income from equity method investment ( 87 ) ( 325 )

Impairment of investment — 400

Impairment of intangible assets 9,600 —

Loss (income) from equity method investment 23 ( 64 )

Impairment of goodwill — 7,800

Change in accrual for unrecognized tax benefits 20 32

Changes in operating assets and liabilities:

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

Accounts receivable 298 ( 1,299 )

7 unchanged sentences

Cash flows used in investing activities:

Payments for acquisition ( 1,400 ) —

Payments for acquisition, net of cash acquired ( 4,986 ) —

Purchases of fixed assets ( 1,648 ) ( 2,160 )

5 unchanged sentences

Purchase of treasury stock related to taxes on vested restricted and performance stock units ( 861 ) ( 1,469 )

Proceeds from issuance of common stock through ESPP 81 145

Net cash flows used in financing activities ( 1,673 ) ( 1,135 )

12 unchanged sentences

Although the Company believes that the disclosures are adequate to make the information presented not misleading, these financial statements should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report on Form 10-K”).

Operating results for the three and nine-month periods ended September 30, 2025 are not necessarily indicative of the results to be achieved for the full year or any other future period.

Operating results for the three-month period ended March 31, 2026 are not necessarily indicative of the results to be achieved for the full year or any other future period.

Preparation of the condensed consolidated financial statements in conformity with U.S.

2 unchanged sentences

Actual results could differ materially from management’s estimates reported in the condensed consolidated financial statements and footnotes thereto.

There have been no significant changes in the Company’s assumptions regarding critical accounting estimates during the three and nine-month periods ended September 30, 2025.

There have been no significant changes in the Company’s assumptions regarding critical accounting estimates during the three month period ended March 31, 2026.

NEW ACCOUNTING STANDARDS

In December 2023, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2023-09, Improvements to Income Tax Disclosures .

The new accounting standard requires more detailed disclosures regarding the effective tax rate reconciliation and income taxes paid.

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

We are currently evaluating the effect of the standard on the Company's financial statement disclosures.

In November 2024, the FASB issued ASU No.

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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 statement disclosures.

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

DHI GROUP, INC.

7 unchanged sentences

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

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

The estimated fair value of long-term debt of $ 33 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 assets which resulted from prior acquisitions.

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

Thus, an item may be classified in Level 3 even though there may be some significant inputs that are readily observable.

Impairment —The Company performs annual impairment tests for goodwill and the Dice trademarks and brand name as of October 1 of each year or more frequently if indicators of potential impairment exist.

See Notes 9 and 10 for additional disclosures.

The Company evaluates the carrying value of equity investments at each reporting period as described in Note 7.

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.

No impairment was recorded during the three months ended March 31, 2026.

REVENUE RECOGNITION

The Company recognizes revenue when control of the promised goods or services is transferred to our customers at an amount that reflects the consideration that we expect to receive in exchange for those goods or services.

Revenue is recognized net of customer discounts ratably over the service period.

The Company recognizes revenue when control of the promised goods or services are transferred to our customers, either on a ratable basis over the contract period beginning on the date that our service is made available to the customer or as the products and services are used, and at an amount that reflects the consideration to which we expect to receive in exchange for those goods or services.

Revenue is recognized net of customer discounts.

The Company excludes sales tax from the transaction price and therefore recognizes revenue net of applicable sales taxes.

Customer billings delivered in advance of services being rendered are recorded as deferred revenue and recognized over the service period.

The Company generates revenue from recruitment packages, advertising, classifieds, and virtual and live career fair and recruitment event booth rentals.

The Company generates revenue from recruitment packages, advertising, classifieds, staffing services, and virtual and live career fair and recruitment event booth rentals.

Disaggregation of Revenue

Our brands primarily serve the technology and security cleared professions.

The following table provides information about disaggregated revenue by brand and includes a reconciliation of the disaggregated revenue (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

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

Three Months Ended March 31,

ClearanceJobs $ 13,996 $ 13,377

Dice 15,697 18,924

$ 32,123 $ 35,283 $ 96,451 $ 107,141

(1) Prior to the fourth quarter of 2024, we had 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 periods ended September 30, 2025 and 2024.

Contract Balances

The following table provides information about opening and closing balances of receivables and contract liabilities from contracts with customers as required under ASC Topic 606 - Revenue from Contracts with Customers (in thousands):

Total $ 29,693 $ 32,301

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2025 As of December 31, 2024

Contract Balances

As of March 31, 2026 As of December 31, 2025

Receivables $ 19,085 $ 17,963

9 unchanged sentences

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

Three Months Ended Nine Months Ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Three Months Ended

March 31, 2026 March 31, 2025

Revenue recognized in the period from:

6 unchanged sentences

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 condensed consolidated balance sheets and as an expense in the condensed consolidated statement of operations.

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

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

1 unchanged sentence

RESTRUCTURING

In July 2024, the Company announced an 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 approximately 7 %.

As a result of the restructuring, the Company recognized a charge of $ 1.1 million 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.

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 brands' market dynamics, and to reduce operating costs.

In January 2025, the Company announced an 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 brands' 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 nine months ended September 30, 2025.

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.

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

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 $ 2.5 million and $ 2.7 million was paid during the three and nine months ended September 30, 2025, respectively.

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

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.

Restructuring charges, accruals, and payments as of and for the periods ended March 31, 2026 and 2025 are as follows (in thousands):

Accrual at December 31, 2025 Expense Cash Payments Accrual at March 31, 2026

CJ $ 45 $ — $ ( 44 ) $ 1

Dice 265 — ( 231 ) 34

Total restructure costs $ 310 $ — $ ( 275 ) $ 35

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

Other corporate expenses $ — $ 2,270 $ ( 1,753 ) $ 517

Total restructure costs $ — $ 2,270 $ ( 1,753 ) $ 517

The Company has operating leases for corporate office space and certain equipment.

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

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2025 2024 2025 2024

For the Three Months Ended March 31,

Operating lease cost (1)

$ 431 $ 419 $ 1,274 $ 1,255

Sublease income $ — $ ( 20 ) $ — $ ( 50 )

Total lease cost $ 431 $ 399 $ 1,274 $ 1,205

(1) Includes short-term lease costs and variable lease costs, which are immaterial.

Supplemental cash flow information related to leases was as follows (in thousands):

For the Nine Months Ended September 30,

For the Three Months Ended March 31,

Cash paid for amounts included in measurement of lease liabilities:

2 unchanged sentences

Operating leases $ 909 $ —

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Supplemental balance sheet information related to leases was as follows (in thousands, except lease term and discount):

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Operating lease right-of-use-assets (as reported) $ 4,562 $ 4,366

8 unchanged sentences

If impairment indicators exist, we compare the fair value of the ROU asset to its carrying value.

If the carrying value exceeds the fair value, an

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

impairment loss is recorded.

No impairment was recorded during the three and nine-month periods ended September 30, 2025 and 2024.

As of September 30, 2025, future operating lease payments were as follows (in thousands):

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

During the fourth quarter of 2025, due to headcount reductions related to restructurings, the Company began a search to sublease certain office space and 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 three month period ended March 31, 2026.

As of March 31, 2026, future operating lease payments were as follows (in thousands):

Operating Leases

Oct 1, 2025 through December 31, 2025 $ 556

April 1, 2026 through December 31, 2026 $ 1,355

2031 and thereafter 3,644

2 unchanged sentences

Total $ 9,173

As of September 30, 2025 the Company has no operating or finance leases that have not yet commenced.

As of March 31, 2026 the Company has no operating or finance leases that have not yet commenced.

eFinancialCareers

During the third quarter of 2023, the Company sold a portion of its ownership in eFinancialCareers ("eFC") reducing its total interest in eFC from 40 % to 10 %.

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.

The Company's investment in eFC was recorded at $ 1.9 million at September 30, 2025 and at $ 1.8 million at December 31, 2024.

At March 31, 2026 and 2025, the Company had a $ 0.9 million and $ 1.9 million investment in eFinancialCareers ("eFC"), respectively, which represented a 10 % ownership interest.

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 %.

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

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

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The common share interest is being accounted for under the equity method of accounting as the Company has the ability to exercise significant influence over eFC.

The investment was recorded at its fair value on June 30, 2021, the date of transfer, which was $ 3.6 million.

The Company's equity in the net assets of eFC as of June 30, 2021 was $ 2.2 million.

The difference between the Company's recorded value and its equity in net assets of eFC was reduced during the third quarter of 2023, as described above, as the Company reduced its ownership in eFC.

The remaining basis difference at the time of sale was $ 0.3 million and is being amortized against the recorded value of the investment in accordance with ASC 323 Investments - Equity Method and Joint Ventures .

Amortization expense during the three and nine-month periods ended September 30, 2025 and 2024 was not significant.

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

The Company recorded income related to its proportionate share of eFC's net income, net of currency translation adjustments and amortization of the basis difference of $ 0.1 million for each of the three and nine-month periods ended September 30, 2025 and of approximately zero and $ 0.3 million for the three and nine-month periods ended September 30, 2024, respectively.

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.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 were 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.

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

To meet its financial obligations, the investment issued convertible debt at a price that indicated the value of the investment had declined.

As a result, the Company revalued its investment to $ 0.4 million and accordingly, recognized an impairment loss of $ 0.3 million during the third quarter of 2023.

During the first quarter of 2024, the investment's financial position further deteriorated.

To meet its financial obligations, the investment issued additional convertible debt at a price that indicated the value of the investment had declined and which brought the Company's ownership of the investment, on a fully diluted basis, to less than 0.10 %.

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

During the third quarter of 2025, the third party investor sold the assets of the business with no proceeds allocated to the preferred and common shareholders, including the Company.

At September 30, 2025, the Company held preferred stock representing a 6.6 % interest in the fully diluted shares of a tech skills assessment company.

The investment is recorded at zero as of September 30, 2025 and December 31, 2024.

The Company recorded no gain or loss related to the investment during the three and nine-month periods ended September 30, 2025 and 2024.

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

The recorded value is further adjusted for a difference in basis and is being amortized against the investment.

The Company's proportionate share of eFC's net income, net of currency translation adjustments and amortization of the basis, was insignificant for the three month period ended March 31, 2026 and was $ 0.1 million for the three month period ended March 31, 2025.

At March 31, 2026, the Company held preferred stock representing a 6.6 % interest in the fully diluted shares of a tech skills assessment company.

The investment is recorded at zero as of March 31, 2026 and December 31, 2025.

The Company recorded no gain or loss related to the investment during the three month period ended March 31, 2026 and 2025.

BUSINESS COMBINATION

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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.

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

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

1 unchanged sentence

Any subsequent changes in the fair value of contingent earnout liabilities will be recorded in the consolidated statement of operations when incurred.

Acquisition related costs of $ 0.2 million incurred in connection with the transaction are recorded in general and administrative expenses on the condensed 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):

Acquisition related costs of $ 0.2 million were recorded during the three months ended September 30, 2025 in connection with the transaction and are recorded in general and administrative expenses on the condensed consolidated statements of operations.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Purchase price consideration

12 unchanged sentences

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

Point Solutions Group

On February 27, 2026, the Company's ClearanceJobs reportable segment completed the acquisition of Point Solutions Group, LLC, ("PSG"), an engineering and technology professional services firm focusing on defense contracting and government staffing.

The Company purchased all of the outstanding membership interests of PSG for an aggregate purchase price of $ 5.4 million, of which $ 5.0 million was paid by the Company in cash at closing and $ 0.4 million is payable within one year of the purchase date based upon payment of final net working capital and upon achieving certain revenue thresholds in 2026.

The recorded purchase price includes an estimate of fair value of contingent obligations associated with potential earnout provisions, which is based on achieving certain revenue targets for the year ended December 31, 2026.

Any subsequent changes in the fair value of contingent earnout liabilities will be recorded in the consolidated statement of operations when incurred.

The acquisition qualified as a business combination in accordance with Topic 805, Business Combinations and, accordingly, total consideration was first allocated to the fair value of the 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 10.

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

The Company acquired definite lived intangible assets related to the PSG customer relationships and PSG trademark.

The customer relationships were valued using the multi-period excess earnings method, which estimates fair value based on the present value of the future cash flows attributable to the existing customer relationships.

The valuation was based on cash flows through December 31, 2040, a discount rate of 27.2 %, and income taxes of 25.0 %.

The trademark 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, 2029, a hypothetical royalty rate of 2.5 %, income taxes of 25.0 %, and a discount rate of 22.2 %.

The Company has assigned an estimated useful life of eight years to the customer relationships and two years to the trademark.

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

Acquisition related costs of $ 0.6 million incurred in connection with the transaction are recorded in general and administrative expenses on the condensed consolidated statements of operations.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Purchase price consideration

Cash consideration paid $ 5,002

Fair value of contingent earnout consideration (1)

Working capital payable (2)

Total purchase price consideration $ 5,374

Assets acquired

Accounts receivable 1,419

Prepaid and other current assets 37

Fixed assets 10

Intangible asset - Customer relationships 1,560

Intangible asset - Trademark 440

Total assets acquired $ 3,482

Liabilities assumed

Accounts payable and accrued expenses $ 76

Accrued compensation and payroll liabilities 161

Total liabilities assumed $ 237

(1) Includes a $ 0.5 million contingent earnout consideration, discounted to $ 0.2 million based on the probability of achievement and a present value factor.

Achievement of the contingent earnout consideration is based upon achievement of certain 2026 revenue thresholds.

(2) Represents actual working capital in excess of the target working capital payable to seller.

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

ACQUIRED INTANGIBLE ASSETS, NET

Dice Trademarks and Brand Name

As of September 30, 2025 and December 31, 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.

As of March 31, 2026 and December 31, 2025 the Company had an indefinite-lived acquired intangible asset of $ 14.2 million 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.

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The determination of whether or not indefinite-lived acquired intangible assets have 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 assets.

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 intangible assets.

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

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

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

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

No impairment was recorded during the three and nine-month periods ended September 30, 2024.

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

government budget and then increasing revenues at rates approximating

Fair values are determined using a relief from royalty rate methodology which estimates the value of the

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

industry growth projections.

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 intangible assets.

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 three months ended March 31, 2026 and 2025.

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 ("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 an impairment in a future period.

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

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

During each of the three and nine month-periods ended September 30, 2025, the Company recorded $ 0.1 million of amortization expense associated with the AgileATS technology.

The carrying amount at September 30, 2025 was $ 1.4 million.

During the three month period ended March 31, 2026, the Company recorded $ 0.2 million of amortization expense associated with the AgileATS technology.

The carrying amount at March 31, 2026 was $ 1.0 million.

AgileATS Tradename

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

Amortization expense during the three and nine month-periods ended September 30, 2025 was insignificant.

The carrying amount at September 30, 2025 was $ 0.1 million.

Goodwill as of September 30, 2025 and December 31, 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.

Amortization expense during the three month period ended March 31, 2026 was insignificant.

The carrying amount at March 31, 2026 was $ 0.1 million.

Point Solutions Group Customer Relationships

As discussed in Note 8, the Company recorded a $ 1.6 million definite lived intangible asset during the first quarter of 2026 related to customer relationships acquired in the PSG acquisition.

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

During the three month period ended March 31, 2026, the Company recorded less than $ 0.1 million of amortization expense associated with the asset.

The carrying amount at March 31, 2026 was $ 1.5 million.

Point Solutions Group Trademark

As discussed in Note 8, the Company recorded a $ 0.4 million definite lived intangible asset during the first quarter of 2026 related to the Point Solutions Group trademark.

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

Amortization expense during the three month period ended March 31, 2026 was insignificant.

The carrying amount at March 31, 2026 was $ 0.4 million.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The carrying amounts of intangible assets were as follows (in thousands):

As of March 31, 2026 As of December 31, 2025

Useful life Gross carrying amount Accumulated amortization Net carrying amount Gross carrying amount Accumulated amortization Net carrying amount

Indefinite-lived intangible assets

Trademark and brand name N/A N/A N/A $ 14,200 N/A N/A $ 14,200

Definite-lived intangible assets

Trademarks and brand name 2 $ 530 $ ( 49 ) $ 481 $ 90 $ ( 19 ) $ 71

Technology 2 1,510 ( 503 ) 1,007 1,510 ( 314 ) 1,196

Customer relationships 8 1,560 ( 16 ) 1,544 — — —

Total definite-lived intangible assets $ 3,032 $ 1,267

Total intangible assets $ 17,232 $ 15,467

Amortization expense for the three months ended March 31, 2026 was $ 0.2 million.

There was no amortization expense for the three months ended March 31, 2025.

Goodwill as of March 31, 2026 and December 31, 2025, was $ 122.7 million and $ 120.6 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 on the relative fair value of each reporting unit, and finally tested each reporting unit's goodwill for impairment.

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

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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 three month period ended March 31, 2025.

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

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 an impairment in a future period.

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 8, 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.

As discussed in Note 8, 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 and $ 2.1 million during the first quarter of 2026 related to the PSG acquisition.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

products and product enhancements to the market, and the Company’s ability to attribute value delivered to customers.

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.

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 September 30, 2025.

Therefore, no impairment was recorded during the three month period ended September 30, 2025 and the three and nine month periods ended September 30, 2024.

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 March 31, 2026.

Therefore, no impairment was recorded during the three month period ended March 31, 2026.

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

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Business combination (2)

Goodwill at September 30, 2025 $ — $ 97,743 $ 22,869 $ 120,612

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

Business combination (3)

— 2,129 — 2,129

Goodwill at March 31, 2026 $ — $ 99,872 $ 22,869 $ 122,741

(1) Date of organizational restructuring.

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See Note 8 for further discussion.

(3) Represents goodwill recognized through the acquisition of Point Solutions Group on February 27, 2026.

See Note 8 for further discussion.

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

(a wholly-owned subsidiary of the Company) and its wholly-owned subsidiary, Dice Career Solutions, Inc.

(collectively, the “Borrowers”), entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”), which matures in June 2027.

The Credit Agreement provides for a revolving loan facility of $ 100 million, with an expansion option of $ 50 million, bringing the total facility to $ 150 million, as permitted under the terms of the Credit Agreement.

(collectively, the “Borrowers”), entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”), which was scheduled to mature in June 2027.

The Credit Agreement provided for a revolving loan facility of $ 100 million, with an expansion option of $ 50 million, bringing the total facility to $ 150 million, as permitted under the terms of the Credit Agreement.

As discussed below, the Credit Agreement was terminated and replaced subsequent to March 31, 2026.

Borrowings under the Credit Agreement denominated in U.S.

dollars bear interest, payable at least quarterly, at the Company’s option, at the Secured Overnight Financing Rate ("SOFR") or a base rate plus a margin.

Borrowings under the Credit Agreement denominated in pounds sterling, if any, bear interest at the Sterling Overnight Index Average ("SONIA") rate plus a margin.

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 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 September 30, 2025 and December 31, 2024 were in U.S.

The facility may be prepaid at any time without penalty.

The Credit Agreement contains various affirmative and negative covenants and also contains certain financial covenants, including a consolidated leverage ratio and a consolidated interest coverage ratio.

Borrowings are allowed under the Credit Agreement to the extent the consolidated leverage ratio is equal to or less than 2.50 to 1.00 , subject to the terms of the Credit Agreement.

Negative covenants include restrictions on incurring certain liens;

dollars bore interest, payable at least quarterly, at the Company’s option, at the Secured Overnight Financing Rate ("SOFR") or a base rate plus a margin.

Borrowings under the Credit Agreement denominated in pounds sterling, if any, bore interest at the Sterling Overnight Index Average ("SONIA") rate plus a margin.

The margin ranged 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 incurred 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 March 31, 2026 and December 31, 2025 were in U.S.

The facility was permitted to be prepaid at any time without penalty.

The Credit Agreement contained various affirmative and negative covenants and also contained certain financial covenants, including a consolidated leverage ratio and a consolidated interest coverage ratio.

Borrowings were allowed under the Credit Agreement to the extent the consolidated leverage ratio was equal to or less than 2.50 to 1.00 , subject to the terms of the Credit Agreement.

Negative covenants included restrictions on incurring certain liens;

making certain payments, such as stock repurchases and dividend payments;

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and incurring additional indebtedness.

Restricted payments are allowed under the Credit Agreement to the extent the consolidated leverage ratio, calculated on a pro forma basis, is equal to or less than 2.00 to 1.00 , plus an additional $ 7.5 million of restricted payments each fiscal year, as described in the Credit Agreement.

The Credit Agreement also provides that the payment of obligations may be accelerated upon the occurrence of events of default, including, but not limited to, non-payment, change of control, or insolvency.

As of September 30, 2025, the Company was in compliance with all of the financial covenants under the Credit Agreement.

The obligations under the Credit Agreement are guaranteed by one of the Company’s wholly-owned subsidiaries and secured by substantially all of the assets of the Borrowers and the guarantors.

Restricted payments were allowed under the Credit Agreement to the extent the consolidated leverage ratio, calculated on a pro forma basis, was equal to or less than 2.00 to 1.00 , plus an additional $ 7.5 million of restricted payments each fiscal year, as described in the Credit Agreement.

The Credit Agreement also provided that the payment of obligations may be accelerated upon the occurrence of events of default, including, but not limited to, non-payment,

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The amounts borrowed as of September 30, 2025 and December 31, 2024 are as follows (dollars in thousands):

September 30,

change of control, or insolvency.

As of March 31, 2026, the Company was in compliance with all of the financial covenants under the Credit Agreement.

The obligations under the Credit Agreement were guaranteed by one of the Company’s wholly-owned subsidiaries and secured by substantially all of the assets of the Borrowers and the guarantors.

The amounts borrowed as of March 31, 2026 and December 31, 2025 are as follows (dollars in thousands):

2026 December 31,

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Commitment fee 0.35 % 0.35 %

(1) In connection with the Credit Agreement, as of September 30, 2025 and December 31, 2024, the Company had deferred financing costs of $ 0.7 million and accumulated amortization of $ 0.5 million as of September 30, 2025 and $ 0.4 million as of December 31, 2024, recorded in other assets on the condensed 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.

(3) Computed as the weighted average interest margin on all borrowings, including an additional spread of 0.10 %.

(1) In connection with the Credit Agreement, as of March 31, 2026 and December 31, 2025, the Company had deferred financing costs of $ 0.7 million and $ 0.7 million, respectively, and accumulated amortization of $ 0.6 million and $ 0.5 million, respectively, recorded in other assets on the condensed consolidated balance sheets.

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

(3) Computed as the weighted average interest margin on all borrowings, including an additional spread of 0.10 %, as applicable.

(4) Computed as the weighted average interest rate on all borrowings.

There are no scheduled principal payments until maturity of the Credit Agreement in June 2027.

Under the terms of the Credit Agreement in effect as of March 31, 2026, there were no scheduled principal payments until maturity in June 2027.

Subsequent to March 31, 2026, the Company entered into a new credit agreement (the "New Credit Agreement"), which provides for a revolving loan facility of $ 70 million with an expansion option of $ 37.5 million, bringing the total facility to $ 107.5 million, as permitted under the terms of the New Credit Agreement.

Borrowings under the New Credit Agreement denominated in U.S.

dollars bear interest, payable at least quarterly, at the Company’s option, at the Secured Overnight Financing Rate ("SOFR") or a base rate plus a margin.

Borrowings under the New Credit Agreement denominated in pounds sterling, if any, bear interest at the Sterling Overnight Index Average ("SONIA") rate plus a margin.

The margin ranges from 2.50 % to 3.25 % on SOFR and SONIA loans and 1.50 % to 2.25 % on base rate loans, 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.

The facility will mature on April 1, 2030 and may be prepaid at any time without penalty.

The New Credit Agreement contains various affirmative and negative covenants and also contains certain financial covenants, including a consolidated leverage ratio and a consolidated fixed charge coverage ratio.

Borrowings are allowed under the New Credit Agreement to the extent the consolidated leverage ratio is equal to or less than 2.50 to 1.00 and to the extent the consolidated fixed charge coverage ratio is greater than 1.20 to 1.00 , subject to the terms of the New Credit Agreement.

Negative covenants include restrictions on incurring certain liens;

making certain payments, such as stock repurchases and dividend payments;

making certain investments;

making certain acquisitions;

making certain dispositions;

and incurring additional indebtedness.

Restricted payments are allowed under the New Credit Agreement to the extent the consolidated leverage ratio, calculated on a pro forma basis, is equal to or less than 2.00 to 1.00 , as described in the New Credit Agreement.

The New Credit Agreement also provides that the payment of obligations may be accelerated upon the occurrence of events of default, including, but not limited to, non-payment, change of control, or insolvency.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

COMMITMENTS AND CONTINGENCIES

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

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

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

The repurchase authorizations do not oblige us to acquire any particular amount of our common stock.

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

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

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

February 2025 to October 2025 (1)

February 2026 to February 2027 (1)

Approval Date February 2025 February 2023

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

(1) During October 2025, the Company completed the stock repurchase program approved in February 2025, bringing total authorized purchases under the plan to 2.1 million shares for $ 5.0 million.

(2) 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.

As of September 30, 2025 the value of shares that may yet be purchased under the current plan was $ 0.4 million.

The Company completed such repurchases during October 2025.

In November 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 November 2026.

November 2025 to November 2026 (2)

February 2025 to October 2025 (3)

Approval Date February 2026 November 2025 February 2025

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

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

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

(3) 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.

As of March 31, 2026 the value of shares that may yet be purchased under the current plan was $ 6.4 million.

Purchases of the Company's common stock pursuant to the stock repurchase plans were as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Shares repurchased 1,495,299 311,766

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$ 3,842 $ 673

(1) Dollar value of shares repurchased and average price paid per share include costs associated with the repurchases and totaled $ 14,000 and $ 38,000 for the three and nine-month periods ended September 30, 2025, respectively.

There were no share repurchases during the three and nine-month periods ended September 30, 2024.

There were no unsettled share repurchases as of September 30, 2025 and 2024.

(1) Dollar value of shares repurchased and average price paid per share include costs associated with the repurchases and totaled $ 30,000 and $ 7,000 for the three month periods ended March 31, 2026 and 2025, respectively.

Unsettled share repurchases as of March 31, 2026 and 2025 were 29,100 and 1,750 , respectively.

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, and as further described in Note 14 to the condensed consolidated financial statements, the Company repurchases its common stock withheld for income tax from the vesting of employee restricted stock or Performance-Based Restricted Stock Units (“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 CONDENSED 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:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Shares repurchased upon restricted stock/PSU vesting 483,055 574,246

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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”).

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

the Company's Board of Directors in order to reduce the likelihood of an "ownership change" under Section 382 of the Code occurring, which could restrict the Company's ability to utilize its Carryforwards.

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 in order to reduce the likelihood of an "ownership change" under Section 382 of the Code occurring, which could restrict the Company's ability to utilize its Carryforwards.

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.

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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 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 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").

6 unchanged sentences

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 nine-month periods ended September 30, 2025 and 2024.

Our Credit Agreement limits our ability to declare and pay dividends.

Dividends — No dividends were declared during the three month periods ending March 31, 2026 and 2025.

The Credit Agreement contained, and the New Credit Agreement contains, limits on our ability to declare and pay dividends.

See Note 11 for additional disclosures.

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On July 13, 2022, the stockholders of the Company approved the DHI Group, Inc.

2022 Omnibus Equity Award Plan, which had been previously approved by the Company's Board of Directors on May 13, 2022 (the "2022 Omnibus Equity Award Plan").

2022 Omnibus Equity Award Plan, which had been previously approved by the Company's Board of Directors on May 13, 2022 (the "2022 Omnibus Equity Award

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The 2022 Omnibus Equity Award Plan generally mirrors the terms of the Company's prior omnibus equity award plan, which expired in accordance with its terms on April 20, 2022 (the "2012 Omnibus Equity Award Plan").

4 unchanged sentences

The Company also offers an Employee Stock Purchase Plan.

The Company recorded total stock-based compensation expense of $ 1.3 million and $ 3.9 million during the three and nine-month periods ended September 30, 2025, respectively, and $ 1.8 million and $ 6.1 million during the three and nine-month

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

periods ended September 30, 2024, respectively.

At September 30, 2025, there was $ 5.6 million of unrecognized compensation expense related to unvested awards, which is expected to be recognized over a weighted-average period of approximately 0.9 years.

The Company recorded total stock-based compensation expense of $ 1.2 million and $ 1.1 million during the three month periods ended March 31, 2026 and 2025, respectively.

At March 31, 2026, there was $ 5.8 million of unrecognized compensation expense related to unvested awards, which is expected to be recognized over a weighted-average period of approximately 1.1 years.

Restricted Stock— Restricted stock is granted to employees of the Company and its subsidiaries, and to non-employee members of the Company’s Board.

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Vesting occurs over one year for Board members and over three years for employees.

A summary of the status of restricted stock awards as of September 30, 2025 and 2024 and the changes during the periods then ended is presented below:

Three Months Ended September 30, 2025 Three Months Ended September 30, 2024

Shares Weighted- Average Fair Value at Grant Date Shares Weighted- Average Fair Value at Grant Date

Non-vested at beginning of the period 2,902,507 $ 2.55 2,982,437 $ 3.52

Granted — $ — 196,000 $ 2.11

Forfeited ( 184,513 ) $ 2.81 ( 121,509 ) $ 3.88

Vested ( 190,658 ) $ 3.22 ( 219,696 ) $ 4.01

Non-vested at end of period 2,527,336 $ 2.48 2,837,232 $ 3.37

Expected to vest 2,527,336 $ 2.48 2,837,232 $ 3.37

Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024

A summary of the status of restricted stock awards as of March 31, 2026 and 2025 and the changes during the periods then ended is presented below:

Three Months Ended March 31, 2026 Three Months Ended March 31, 2025

Shares Weighted- Average Fair Value at Grant Date Shares Weighted- Average Fair Value at Grant Date

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The earned shares will then vest over a three year period, one-third on each of the first, second, and third anniversaries of the grant date, or if later, the date the Compensation Committee certifies the performance results with respect to the performance period.

There was no cash flow impact resulting from the grants of restricted stock and PSUs.

There was no cash flow impact resulting from the grants of PSUs.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

A summary of the status of PSUs as of September 30, 2025 and 2024 and the changes during the periods then ended is presented below:

Three Months Ended September 30, 2025 Three Months Ended September 30, 2024

Shares Weighted- Average Fair Value at

Grant Date Shares Weighted- Average Fair Value at

Non-vested at beginning of the period 1,032,718 $ 2.90 1,544,346 $ 3.50

Forfeited ( 52,966 ) $ 2.71 ( 30,568 ) $ 3.52

Vested — $ — — $ —

Non-vested at end of period 979,752 $ 2.91 1,513,778 $ 3.50

Expected to vest 979,752 $ 2.91 1,513,778 $ 3.50

Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024

A summary of the status of PSUs as of March 31, 2026 and 2025 and the changes during the periods then ended is presented below:

Three Months Ended March 31, 2026 Three Months Ended March 31, 2025

Weighted- Average Fair Value at

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(1) PSUs forfeited during the first quarter of 2026 includes 121,034 PSUs forfeited related to the bookings achievement for the performance period ended December 31, 2025.

(2) PSUs forfeited during the first quarter of 2024 relate to the bookings achievement for the performance period ended December 31, 2023.

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

Employee Stock Purchase Plan— On March 11, 2020 the Company's Board of Directors adopted an Employee Stock Purchase Plan ("ESPP").

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Individual employee purchases are limited to $ 25,000 per calendar year, based on the fair market value of the shares on the purchase date.

As of September 30, 2025, 108,021 shares were eligible for purchase under the ESPP.

No shares were issued during the three months ended September 30, 2025 and 2024.

During the nine month periods ended September 30, 2025 and 2024, 54,229 and 81,874 shares, respectively, were issued under the plan.

The Company’s effective tax rate was 15 % and 12 % for the three and nine months ended September 30, 2025, respectively, and ( 91 )% and 139 % for the three and nine months ended September 30, 2024, respectively.

As of March 31, 2026, 64,138 shares were eligible for purchase under the ESPP.

No shares were issued during the three months ended March 31, 2026 and 2025.

The Company’s effective tax rate was 38 % and 1 % for the three months ended March 31, 2026 and 2025, respectively.

The following items caused the effective rate to differ from the statutory rate:

• Tax expense of $ 0.6 million during the nine months ended September 30, 2025, and $ 0.1 million and $ 2.0 million during the three and nine months ended September 30, 2024, respectively, from the tax impacts of share-based compensation awards.

• A tax benefit of $ 0.4 million during the nine months ended September 30, 2025, from the completion of a federal tax examination related to research credits.

• Tax expense of $ 0.4 million and $ 0.1 million during the three and nine months ended September 30, 2025, respectively, from deduction limitations on executive compensation.

• Tax expense of $ 1.9 million during the nine months ended September 30, 2025, from nondeductible impairment charges.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

• Tax expense of $ 0.2 million during the nine months ended September 30, 2024, from state taxes related to research and development expenditures.

On July 4, 2025, the legislation commonly known as the One Big Beautiful Bill Act ("OBBBA") was signed into law.

The changes resulting from the tax provisions in OBBBA include accelerated tax deductions for qualified domestic research expenditures.

The Company expects a favorable cash flow impact in 2025 and 2026 from these changes.

However, the Company does not expect its effective tax rate to be materially impacted by OBBBA.

• Tax expense of $ 0.3 million and $ 0.5 million during the three months ended March 31, 2026 and 2025, respectively, from the tax impacts of stock-based compensation awards.

• Tax expense of $ 1.9 million during the three months ended March 31, 2025, from nondeductible impairment charges.

EARNINGS PER SHARE

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Net loss $ ( 4,269 ) $ ( 200 ) $ ( 14,861 ) $ ( 769 )

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three Months Ended March 31,

Net income (loss) $ 1,532 $ ( 9,751 )

Weighted-average shares outstanding—basic 41,419 45,505

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Weighted-average shares outstanding—diluted 42,395 45,505

Basic loss per share $ ( 0.10 ) $ — $ ( 0.33 ) $ ( 0.02 )

Diluted loss per share $ ( 0.10 ) $ — $ ( 0.33 ) $ ( 0.02 )

Basic earnings (loss) per share $ 0.04 $ ( 0.21 )

Diluted earnings (loss) per share $ 0.04 $ ( 0.21 )

Dilutive shares issuable from unvested equity awards (1)

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

236 3,271 1,824 3,325

(1) During the three and nine months ended September 30, 2025, 1.2 million and 0.6 million shares, respectively, were excluded from the computation of shares contingently issuable upon exercise as we recognized a net loss.

During each of the three and nine months ended September 30, 2024, 0.4 million shares were excluded from the computation of shares contingently issuable upon exercise as we recognized a net loss.

(1) During the three months ended March 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.

SEGMENT INFORMATION

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.

Management has organized its reportable segments, ClearanceJobs ("CJ") and Dice, based upon our internal management reporting and information provided to the chief operating decision maker "CODM".

ClearanceJobs is an online career community and cleared staffing service 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.

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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

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

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.

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

Three Months Ended September 30, 2025 Three Months Ended September 30, 2024

By Reportable Segment:

CJ Dice Total CJ Dice Total

Revenues $ 13,937 $ 18,186 $ 32,123 $ 13,842 $ 21,441 $ 35,283

Adjusted cost of revenues 1,718 2,874 1,494 3,573

Adjusted product development 1,351 1,541 1,144 3,604

Adjusted sales 2,026 3,109 1,988 4,634

Adjusted marketing 1,707 2,259 1,744 3,219

Adjusted general and administrative 1,188 2,182 1,134 2,423

Adjusted EBITDA (1)

5,947 6,221 12,168 6,338 3,988 10,326

Reconciling Items:

Depreciation (3)

Amortization 126 —

Restructuring — 1,111

Impairment of intangible assets (4)

Severance, professional fees and related costs, and non-cash stock based compensation 1,672 2,339

Income from equity method investment ( 60 ) ( 23 )

Interest expense and other 614 755

Unallocated amounts:

Other corporate expenses 1,895 1,707

Loss before income taxes $ ( 5,041 ) $ ( 105 )

Capital Expenditures (2)(5)

$ 451 $ 1,056 $ 1,507 $ 578 $ 2,529 $ 3,107

(1) Excludes deduction for other corporate expenses.

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

(3) Depreciation was $ 0.7 million and $ 2.7 million for ClearanceJobs and Dice, respectively, for the three months ended September 30, 2025.

Depreciation was $ 0.7 million and $ 3.9 million for ClearanceJobs and Dice, respectively, for the three months ended September 30, 2024.

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

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

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024

Three Months Ended March 31, 2026 Three Months Ended March 31, 2025

By Reportable Segment:

10 unchanged sentences

Depreciation (3)

11,107 13,584

Amortization 235 —

1 unchanged sentence

Impairment of goodwill (4)

Impairment of intangible assets (5)

Severance, professional fees and related costs, and non-cash stock based compensation 2,048 2,208

Income from equity method investment ( 87 ) ( 325 )

Impairment of investment — 400

Loss (income) from equity method investment 23 ( 64 )

Interest expense and other 553 660

6 unchanged sentences

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

(3) Depreciation was $ 2.2 million and $ 8.9 million for ClearanceJobs and Dice, respectively, for the nine months ended September 30, 2025.

Depreciation was $ 2.0 million and $ 11.6 million for ClearanceJobs and Dice, respectively, for the nine months ended September 30, 2024.

(3) Depreciation was $ 0.7 million and $ 2.1 million for ClearanceJobs and Dice, respectively, for the three months ended March 31, 2026.

Depreciation was $ 0.7 million and $ 3.3 million for ClearanceJobs and Dice, respectively, for the three months ended March 31, 2025.

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

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

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

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-Q

Item 1. Financial Statements