What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-05 compared with 2025-11-10 · 130 added, 299 removed, 302 unchanged (59% of the section changed)

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See also our consolidated financial statements and the notes thereto and the section entitled “Note Concerning Forward-Looking Statements” in our Annual Report on Form 10-K for the year ended December 31, 2025.

Information contained herein contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of

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1934, as amended.

You should not place undue reliance on those statements because they are subject to numerous uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control.

beyond our control.

Forward-looking statements include, without limitation, information concerning our possible or assumed future financial condition, liquidity and results of operations, including expectations (financial or otherwise), our strategy, plans, objectives, and intentions, and growth potential.

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significant downturn not immediately reflected in our operating results;

our indebtedness and the potential inability to borrow funds under our Credit Agreement (as defined below);

our indebtedness and the potential inability to borrow funds under our New Credit Agreement (as defined below);

our ability to incur additional debt;

covenants in our Credit Agreement;

covenants in our New Credit Agreement;

the development and use of artificial intelligence;

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See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures" for definitions of these measures as well as reconciliations to the mostly directly comparable GAAP measure.

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DHI is a provider of software products, online tools and services that deliver career marketplaces to candidates and employers in the United States.

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 active government security clearance.

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 active government security clearance.

Professionals find ideal employment opportunities, relevant job advice and personalized data that help manage their technologist lives.

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We have been in the recruiting and career development business for over 30 years.

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

In connection with the organizational restructuring in the first quarter of 2025, the Company changed its reportable segments to ClearanceJobs and Dice, which reflects the current operating structure.

Following an internal reorganization in the first quarter of 2025, we have identified two reportable segments:

ClearanceJobs and Dice.

The Company incurs certain costs that are not directly attributable to the segments and are included in Corporate.

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

We have organized our reportable segments based upon our internal management reporting.

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Our fees vary by customer based on the number of individual users of our databases of resumes, the number and type of job postings and profile views purchased and the terms of the packages purchased, which are predominately annual agreements.

Our Company sells recruitment packages, which comprise greater than 90% of our total revenue, that can include access to our databases of resumes and job posting capabilities.

Our Company sells recruitment packages, which comprise approximately 90% of our total revenue, that can include access to our databases of resumes and job posting capabilities.

We believe the key metrics that are material to an analysis of our businesses are our total number of ClearanceJobs and Dice recruitment package customers and the revenue, on average, that these customers generate.

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The tables below detail this customer data.

As of September 30, Increase (Decrease) Percent

As of March 31, Increase (Decrease) Percent

Recruitment Package Customers:

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Average Annual Revenue per Recruitment Package Customer (1)

Three months ended September 30, Nine months ended September 30,

Three months ended March 31, 2026

2026 2025 Increase (Decrease) Percent

Change 2025 2024 Increase (Decrease) Percent

ClearanceJobs $ 27,286 $ 25,806 $ 1,480 6 %

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The simple average of each month is used to derive the amount for each period and then annualized to reflect 12 months.

ClearanceJobs had 1,822 recruitment package customers as of September 30, 2025 compared to 1,982 as of September 30, 2024, a decrease of 8%, and average annual revenue per recruitment package customer increased $1,839, or 7%, from the prior year quarter.

ClearanceJobs had 1,741 recruitment package customers as of March 31, 2026 compared to 1,891 as of March 31, 2025, a decrease of 8%, and average annual revenue per recruitment package customer increased $1,480, or 6%, from the prior year quarter.

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

The lower customer count was due to lower renewals for ClearanceJobs' smaller customers as uncertainty continued around the timing and amount of federal defense contracting.

Dice had 4,239 recruitment package customers as of September 30, 2025, which was a decrease of 629, or 13%, and average annual revenue

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per recruitment package customer for Dice decreased by $603, or 4%, from the prior year quarter.

Dice had 3,832 recruitment package customers as of March 31, 2026, which was a decrease of 658, or 15%, and average annual revenue per recruitment package customer for Dice decreased by $918, or 6%, from the prior year quarter.

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

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

We believe backlog to be an important measure of our business as it represents our ability to generate future revenue.

We believe backlog to be an important

measure of our business as it represents our ability to generate future revenue.

A summary of our deferred revenue and backlog is as follows:

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

Backlog at September 30, 2025 decreased $10.5 million from December 31, 2024 and decreased $9.2 million from September 30, 2024.

The decrease in backlog compared to both December 31, 2024 and September 30, 2024 was due to macroeconomic conditions causing lower demand for the Company's services and the decrease from December 31, 2024 was also due to the seasonality of contracting with customers.

Backlog at March 31, 2026 decreased $0.5 million from December 31, 2025 and decreased $8.7 million from March 31, 2025.

The decrease in backlog compared to both December 31, 2025 and March 31, 2025 was due to macroeconomic conditions causing lower demand for the Company's services.

Our contracts are subject to delay or default and contracts in the Company's backlog are subject to changes in the scope of services to be provided as well as adjustments to the costs relating to the applicable contracts.

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Backlog at any given point in time may not accurately represent the future revenue that may be realized and should not be relied upon as a stand-alone indicator of future revenues.

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

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

Advertisements include various forms of rich media and banner advertising, text links, sponsorships, and custom content marketing solutions.

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Product Releases

ClearanceJobs Expanded Multi-Factor Authentication, ClearanceJobs Live Enhancements, Candidate Experience Personalization, AgileATS, Premium Candidate Experience ClearanceJobs Live, ClearanceJobs Pulse Newsfeed

Dice Technologist Dashboard, Easy Post for SmartRecruiters ATS, Candidate Home Feed Redesign, Dice Digital Experience Platform, Enhanced My Jobs Dice Recruiter App, Easy Post Integration, Discover Companies, TopResume Integration, Dice Privacy & Trust Center

Premium Candidate Experience Features ClearanceJobs Expanded Multi-Factor Authentication, ClearanceJobs Live Enhancements, Candidate Experience Personalization, AgileATS, Premium Candidate Experience

Dice Screeners, Dice Model Context Protocol (MCP) Server Dice Technologist Dashboard, Easy Post for SmartRecruiters ATS, Candidate Home Feed Redesign, Dice Employer Experience Platform, Enhanced My Jobs, Detail Job View

Other material factors that may affect our results of operations include our ability to attract qualified professionals that become engaged with our websites and our ability to attract customers with relevant job opportunities.

The more qualified professionals

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that use our websites, the more attractive our websites become to employers and advertisers, which in turn makes them more likely to become our customers, resulting positively on our results of operations.

The more qualified professionals that use our websites, the more attractive our websites become to employers and advertisers, which in turn makes them more likely to become our customers, resulting positively on our results of operations.

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

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Marketing expenditures primarily consist of online advertising, brand promotion and lead generation to employers and job seekers.

Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024

Three Months Ended September 30, Increase (Decrease) Percent

Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025

Three Months Ended March 31, Increase (Decrease) Percent

(in thousands, except percentages)

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Total revenue $ 29,693 $ 32,301 $ (2,608) (8) %

$ 32,123 $ 35,283 $ (3,160) (9) %

(1) We had previously disclosed that career events were recorded within Dice.

Career events have been reclassified between ClearanceJobs and Dice based on the nature of the event for the periods ended September 30, 2025 and 2024.

For the three months ended September 30, 2025, we experienced a decrease in revenue of $3.2 million, or 9%, as compared to the three months ended September 30, 2024.

For the three months ended March 31, 2026, we experienced a decrease in revenue of $2.6 million, or 8%, as compared to the three months ended March 31, 2025.

Revenues for ClearanceJobs increased $0.6 million, or 5%, as compared to the same period in 2025.

Continued demand for professionals with government clearance and consistent product releases and enhancements drove the small increase despite continued uncertainty around government contracting and defense spending.

Continued demand for professionals with government clearance, consistent product releases and enhancements and the purchase of Point Solutions Group ("PSG") drove the increase.

Revenue at Dice decreased $3.2 million, or 17%, compared to the same period in 2025 due to macroeconomic conditions continuing to drive lower renewal rates and lower new business activity.

Cost of Revenue

Three Months Ended September 30, Increase (Decrease) Percent

Three Months Ended March 31, Increase (Decrease) Percent

(in thousands, except percentages)

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Cost of revenue decreased $0.6 million, or 11% from the prior year.

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

The Dice segment decreased $0.7 million primarily due to a decrease of $0.7 million in compensation related costs, primarily due to lower headcount .

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The ClearanceJobs segment increased $0.3 million primarily due to an increase of $0.5 million in compensation related costs, primarily due to headcount from PSG, partially offset by higher capitalized labor, which decreases expense, of $0.2 million.

The Dice segment decreased $0.8 million primarily due to a decrease of $0.6 million in compensation related costs, primarily due to lower headcount and commissions, and $0.2 million in operational costs, including software expense .

Other corporate expenses decreased $0.1 million compared to the prior year due to a decrease in compensation related costs.

Product Development Expenses

Three Months Ended September 30, Increase (Decrease) Percent

Three Months Ended March 31, Increase (Decrease) Percent

(in thousands, except percentages)

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Product development expenses decreased $0.8 million, or 20% from the same period of the prior year.

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

The Dice segment decreased $2.1 million primarily due to $3.3 million of lower compensation related costs, primarily due to lower headcount, and a decrease of $0.2 million in operational costs, including consulting fees and software subscriptions.

The ClearanceJobs segment increased $0.2 million primarily due to $0.3 million increase in compensation related costs, primarily from headcount, partially offset by $0.2 million of higher capitalized labor, which decreases expense.

The Dice segment decreased $0.7 million primarily due to $1.4 million of lower compensation related costs, primarily due to lower headcount.

The decrease was partially offset by $0.6 million of lower capitalized labor, which increases expense.

Other corporate expenses was substantially flat with costs approximating the prior year period.

Other corporate expenses decreased $0.2 million compared to prior year due to a decrease in compensation related costs.

Sales and Marketing Expenses

Three Months Ended September 30, Increase (Decrease) Percent

Three Months Ended March 31, Increase (Decrease) Percent

(in thousands, except percentages)

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Sales and marketing expenses decreased $2.1 million, or 19% from the same period for the prior year.

The ClearanceJobs segment was flat with costs approximating the prior year period.

The Dice segment decreased by $2.5 million, of which $1.9 million was due to lower compensation related costs, primarily related to lower headcount, $0.4 million was due to lower discretionary marketing costs, and $0.2 million was due to lower operational costs, including consulting fees and travel.

Other corporate expenses was substantially flat with costs approximating the prior year period.

The ClearanceJobs segment increased by $0.1 million primarily due to commissions.

The Dice segment decreased by $2.1 million, of which $1.8 million was due to lower compensation related costs, primarily related to lower headcount and commissions, and $0.4 million was due to lower discretionary marketing costs.

Other corporate expenses decreased $0.1 million, primarily due to decrease in compensation related costs.

General and Administrative Expenses

Three Months Ended September 30, Increase (Decrease) Percent

Three Months Ended March 31, Increase (Decrease) Percent

(in thousands, except percentages)

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General and administrative expenses decreased $0.4 million, or 6% from the same period for prior year.

The ClearanceJobs segment decreased $0.1 million due to a decrease in compensation related costs, primarily stock-based compensation.

The Dice segment decrease of $0.6 million was driven by a $0.5 million decrease in compensation related costs, primarily stock-based compensation.

Other corporate expenses was substantially flat with costs approximating the prior year period.

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Three Months Ended September 30, Increase (Decrease) Percent

The ClearanceJobs segment decreased $0.2 million due to a decrease in compensation related costs.

The Dice segment decrease of $0.7 million was driven by a $0.5 million decrease in compensation related costs, primarily lower headcount and stock-based compensation, and $0.2 million in operational costs, primarily lower rent and bad debt expenses.

Other corporate expenses increased by $0.4 million driven by an increase in compensation related costs, primarily stock-based compensation.

Three Months Ended March 31, Increase (Decrease) Percent

(in thousands, except percentages)

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The Dice segment decreased $1.2 million as fixed asset purchases, which are primarily comprised of capitalized development costs, have declined.

Three Months Ended September 30, Increase (Decrease) Percent

Three Months Ended March 31, Increase (Decrease) Percent

(in thousands, except percentages)

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Percentage of revenue 0.8 % — %

Amortization expense increased $0.1 million compared to the same period in 2024 as $1.6 million of definite lived intangible assets were acquired by ClearanceJobs in the third quarter of 2025.

Amortization expense increased $0.2 million compared to the same period in 2025 as ClearanceJobs acquired definite lived intangible assets of $2.0 million in the first quarter of 2026 and $1.6 million in the third quarter of 2025.

See Note 9 to the condensed consolidated financial statements included elsewhere in this report for additional information.

Restructuring

Three Months Ended September 30, Increase (Decrease) Percent

Three Months Ended March 31, Increase (Decrease) Percent

(in thousands, except percentages)

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Percentage of revenue — % 7.0 %

During the three months ended September 30, 2024, the Company recorded a restructuring charge of $1.1 million, which included a reduction of the Company’s then-current workforce by approximately 7%.

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Impairment of Intangible Assets

Three Months Ended September 30, Increase (Decrease) Percent

(in thousands, except percentages)

Impairment of intangible assets

ClearanceJobs $ — $ — $ — n.m.

Dice 9,600 — 9,600 — %

Other corporate expenses — — — n.m.

Total impairment of intangible assets $ 9,600 $ — $ 9,600 n.m.

Percentage of revenue 29.9 % — %

During the three months ended September 30, 2025, the Company recorded a $9.6 million loss related to the impairment of intangible assets in the Dice segment.

See Note 9 to the condensed consolidated financial statements included elsewhere in this report for additional information.

Operating Income (Loss)

Three Months Ended September 30, Increase (Decrease) Percent

(in thousands, except percentages)

Revenue $ 32,123 $ 35,283 $ (3,160) (9) %

Operating income (loss) (4,487) 627 (5,114) (816) %

Operating margin (14.0) % 1.8 %

Operating loss for the three months ended September 30, 2025 was $4.5 million, a negative margin of 14.0%, compared to operating income of $0.6 million, a positive margin of 1.8%, for the same period in 2024, a decrease of $5.1 million.

The decrease in operating income and percentage margin was driven by lower revenues and the impairment of intangible assets, partially offset by lower operating expenses in the Dice segment due to the restructuring in the second quarter of 2025 and the restructuring charge in the third quarter of 2024 that did not recur.

Income from Equity Method Investment

Three Months Ended September 30, Increase (Decrease) Percent

(in thousands, except percentages)

Income from equity method investment $ 60 $ 23 $ 37 161 %

Percentage of revenue 0.2 % 0.1 %

The Company recorded approximately $0.1 million and was zero, respectively, of income related to its proportionate share of eFinancialCareer's net income for the three months ended September 30, 2025 and 2024.

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

See Note 7 to the condensed consolidated financial statements included elsewhere in this report for additional information.

Interest Expense and Other

Three Months Ended September 30, Increase (Decrease) Percent

(in thousands, except percentages)

Interest expense and other $ 614 $ 755 $ (141) (19) %

Percentage of revenue 1.9 % 2.1 %

Interest expense and other decreased $0.1 million, or 19%, from the prior year, due to lower debt outstanding and lower interest rates on our revolving credit facility during the current period.

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Three Months Ended September 30,

(in thousands, except

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

Income tax expense (benefit) (772) 95

Effective tax rate 15.3 % (90.5) %

The effective tax rate for the three months ended September 30, 2025, differed from the statutory rate due to tax expense of $0.4 million from deduction limitations on executive compensation.

The tax rate for the three months ended September 30, 2024, differed from the statutory rate due to tax expense of $0.1 million from the tax impacts of share-based compensation awards.

Earnings (Loss) per Share

Three Months Ended September 30,

(in thousands, except

per share amounts)

Net loss $ (4,269) $ (200)

Weighted-average shares outstanding - basic 44,823 44,873

Weighted-average shares outstanding - diluted 44,823 44,873

Basic loss per share $ (0.10) $ —

Diluted loss per share $ (0.10) $ —

Diluted loss per share was $0.10 and flat for the three months ended September 30, 2025 and 2024, respectively.

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

Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024

Nine Months Ended September 30, Increase (Decrease) Percent

(in thousands, except percentages)

ClearanceJobs $ 40,940 $ 40,375 $ 565 1 %

Dice 55,511 66,766 (11,255) (17) %

Total revenue (1)

$ 96,451 $ 107,141 $ (10,690) (10) %

(1) We had previously disclosed that career events were recorded within Dice.

Career events have been reclassified between ClearanceJobs and Dice based on the nature of the event for the periods ended September 30, 2025 and 2024.

We experienced a decrease in revenue of $10.7 million, or 10% during the nine month period ended September 30, 2025 as compared to the nine month period ended September 30, 2024.

Revenue at ClearanceJobs increased by $0.6 million, or 1%, as compared to the same period in 2024.

Continued demand for professionals with government clearance and consistent product releases and enhancements drove the increase despite continued uncertainty around government contracting and defense spending.

Revenue at Dice decreased by $11.3 million, or 17%, compared to the prior year due to macroeconomic conditions continuing to drive lower renewal rates, lower new business activity and lower activity with Dice's non-annual products.

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Cost of Revenue

Nine Months Ended September 30, Increase (Decrease) Percent

(in thousands, except percentages)

Cost of revenue

ClearanceJobs $ 5,162 $ 4,530 $ 632 14 %

Dice 9,841 10,549 (708) (7) %

Other corporate expenses 66 66 — — %

Total cost of revenue $ 15,069 $ 15,145 $ (76) (1) %

Percentage of revenue 15.6 % 14.1 %

Cost of revenue decreased $0.1 million, or 1%, from the prior year period.

The ClearanceJobs segment increased $0.6 million due to a $0.4 million increase in compensation related costs, a $0.4 million increase in contractor costs, and a $0.2 million increase in discretionary marketing expenses.

The ClearanceJobs increase was partially offset by a $0.3 million decrease in operational costs, primarily web hosting.

The Dice segment decreased $0.7 million compared to the prior year period due to a $1.5 million decrease in compensation related costs, primarily headcount and commissions, which was partially offset by a decrease of $0.5 million driven by lower capitalized labor, which increases expense, and a $0.3 million increase in operational costs, primarily consulting and contractor costs.

Product Development Expenses

Nine Months Ended September 30, Increase (Decrease) Percent

(in thousands, except percentages)

Product development

ClearanceJobs $ 3,918 $ 3,406 $ 512 15 %

Dice 5,724 10,868 (5,144) (47) %

Other corporate expenses 215 29 186 641 %

Total product development $ 9,857 $ 14,303 $ (4,446) (31) %

Percentage of revenue 10.2 % 13.3 %

Product development decreased $4.4 million, or 31%, from the prior year period.

The ClearanceJobs segment increased $0.5 million driven by lower capitalized labor of $0.2 million, which increases operating expense and a $0.2 million increase in operational costs, primarily from consulting and travel.

The Dice segment decreased $5.1 million primarily due to lower compensation related costs of $8.1 million due to lower headcount and a decrease of $0.3 million in operational costs, primarily consulting and software subscriptions, partially offset by lower capitalized labor of $3.2 million, which increases expense.

Other corporate expenses increased $0.2 million due to compensation related costs that did not occur in the prior year period.

Sales and Marketing Expenses

Nine Months Ended September 30, Increase (Decrease) Percent

(in thousands, except percentages)

Sales and marketing

ClearanceJobs $ 11,043 $ 11,387 $ (344) (3) %

Dice 19,626 24,734 (5,108) (21) %

Other corporate expenses 82 181 (99) (55) %

Total sales and marketing $ 30,751 $ 36,302 $ (5,551) (15) %

Percentage of revenue 31.9 % 33.9 %

Sales and marketing expenses decreased $5.6 million, or 15% from the prior year period.

The ClearanceJobs segment decreased $0.3 million driven by lower compensation related costs of $0.8 million due to lower headcount, partially offset by higher commissions of $0.4 million.

The Dice segment decreased $5.1 million driven by lower compensation related costs of $3.6

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million due to lower headcount, a $0.9 million decrease in discretionary marketing expenses, and a $0.6 million decrease in operational costs, including consulting, travel and credit card fees.

General and Administrative Expenses

Nine Months Ended September 30, Increase (Decrease) Percent

(in thousands, except percentages)

General and administrative

ClearanceJobs $ 3,978 $ 4,416 $ (438) (10) %

Dice 7,841 8,879 (1,038) (12) %

Other corporate expenses 8,869 8,802 67 1 %

Total general and administrative $ 20,688 $ 22,097 $ (1,409) (6) %

Percentage of revenue 21.4 % 20.6 %

General and administrative costs decreased $1.4 million, or 6%, from the prior year.

The ClearanceJobs segment decreased $0.4 million driven by lower compensation related costs, primarily stock-based compensation and lower headcount.

The Dice segment decreased $1.0 million due to a $0.8 million decrease in compensation related costs, primarily stock-based compensation, and a $0.3 million decrease in operational costs, primarily software subscriptions and consulting.

Nine Months Ended September 30, Increase (Decrease) Percent

(in thousands, except percentages)

ClearanceJobs $ 2,245 $ 1,989 $ 256 13 %

Dice 8,862 11,595 (2,733) (24) %

Other corporate expenses — — — n.m.

Total depreciation $ 11,107 $ 13,584 $ (2,477) (18) %

Percentage of revenue 11.5 % 12.7 %

Depreciation expense decreased $2.5 million, or 18%, compared to the same period in 2024.

The ClearanceJobs segment increased $0.3 million driven by depreciation related to capitalized development costs, which are recorded as fixed assets.

The Dice segment decreased by $2.7 million as fixed asset purchases, which are primarily comprised of capitalized development costs, have declined.

Nine Months Ended September 30, Increase (Decrease) Percent

(in thousands, except percentages)

ClearanceJobs $ 126 $ — $ 126 — %

Dice — — — n.m.

Other corporate expenses — — — n.m.

Total amortization $ 126 $ — $ 126 — %

Percentage of revenue 0.1 % — %

Amortization expense increased $0.1 million compared to the same period in 2024 as $1.6 million of definite lived intangible assets were acquired by ClearanceJobs in the third quarter of 2025.

See Note 9 to the condensed consolidated financial statements included elsewhere in this report for additional information.

Table of Conte n t s

Restructuring

Nine Months Ended September 30, Increase (Decrease) Percent

(in thousands, except percentages)

Restructuring

ClearanceJobs $ 372 $ — $ 372 — %

Dice 3,844 — 3,844 — %

Other corporate expenses 2,270 1,111 1,159 104 %

Total restructuring $ 6,486 $ 1,111 $ 5,375 n.m.

Percentage of revenue 6.7 % 1.0 %

During the nine months ended September 30, 2025, the Company recorded restructuring charges of $6.5 million, which were intended to streamline operations, drive business objectives, reduce operating expenses and improve operating margins.

During the nine months ended September 30, 2024, the Company recorded a restructuring charge of $1.1 million, which included a reduction of the Company’s then-current workforce by approximately 7%.

Impairment of Intangible Assets

Nine Months Ended September 30, Increase (Decrease) Percent

(in thousands, except percentages)

Impairment of intangible assets

ClearanceJobs $ — $ — $ — n.m.

Dice 9,600 — 9,600 — %

Other corporate expenses — — — n.m.

Total impairment of intangible assets $ 9,600 $ — $ 9,600 n.m.

Percentage of revenue 10.0 % — %

During the nine months ended September 30, 2025, the Company recorded a $9.6 million loss related to the impairment of intangible assets in the Dice segment.

During the three months ended March 31, 2025, the Company recorded a restructuring charge of $2.3 million, which included a reduction of the Company’s then-current workforce by approximately 8%.

See Note 5 to the condensed consolidated financial statements included elsewhere in this report for additional information.

Impairment of Goodwill

Nine Months Ended September 30, Increase (Decrease) Percent

Three Months Ended March 31, Increase (Decrease) Percent

(in thousands, except percentages)

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Other corporate expenses — — — n.m.

Total impairment of goodwill $ 7,800 $ — $ 7,800 n.m.

Total impairment of goodwill $ — $ 7,800 $ (7,800) (100) %

Percentage of revenue — % 24.1 %

During the nine months ended September 30, 2025, the Company recorded a $7.8 million loss related to the impairment of goodwill in the Dice segment.

During the three months ended March 31, 2025, the Company recorded a $7.8 million loss related to the impairment of goodwill in the Dice segment.

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

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Operating Income

Nine Months Ended September 30, Increase (Decrease) Percent

Operating Income (Loss)

Three Months Ended March 31, Increase (Decrease) Percent

(in thousands, except percentages)

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Operating margin 10.3 % (28.7) %

Operating loss for the nine months ended September 30, 2025 was $15.0 million, a negative margin of 15.6%, compared to operating income of $4.6 million, a positive margin of 4.3%, for the same period in 2024, a decrease of $19.6 million.

The decrease in operating income and lower percentage margin was primarily driven by lower revenues, the restructuring charges, and impairments, partially offset by lower product development and sales and marketing expense.

Income from Equity Method Investment

Nine Months Ended September 30, Increase (Decrease) Percent Change

(in thousands, except percentages)

Income from equity method investment $ 87 $ 325 $ (238) (73) %

Percentage of revenue 0.1 % 0.3 %

During the nine months ended September 30, 2025 and 2024, the Company recorded $0.1 million and $0.3 million, respectively, of income related to its proportionate share of eFinancialCareer's net income.

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

See Note 7 to the condensed consolidated financial statements included elsewhere in this report for additional information.

Impairment of Investment

Nine Months Ended September 30, Increase (Decrease) Percent

Operating income for the three months ended March 31, 2026 was $3.1 million, a positive margin of 10.3%, compared to operating loss of $9.3 million, a negative margin of 28.7%, for the same period in 2025, an increase of $12.3 million.

The increase in operating income and percentage margin was driven by the restructuring charge and impairment of goodwill in the prior year along with decreases in compensation related costs and depreciation expense.

Income (Loss) from Equity Method Investment

Three Months Ended March 31, Increase (Decrease) Percent

(in thousands, except percentages)

Impairment of investment $ — $ 400 $ (400) (100) %

Income (loss) from equity method investment $ (23) $ 64 $ (87) (136) %

Percentage of revenue (0.1) % 0.2 %

During the nine month period ended September 30, 2024, the Company recognized a loss of $0.4 million related to the impairment of an investment.

The Company recorded approximately zero and $0.1 million, respectively, of income (loss) related to its proportionate share of eFinancialCareer's net income for the three months ended March 31, 2026 and 2025.

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

See Note 7 to the condensed consolidated financial statements included elsewhere in this report for additional information.

Interest Expense and Other

Nine Months Ended September 30, Increase (Decrease) Percent

Three Months Ended March 31, Increase (Decrease) Percent

(in thousands, except percentages)

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Percentage of revenue 1.9 % 2.0 %

Interest expense and other decreased $0.7 million, or 26%, in the nine month period ended September 30, 2025 compared to the same period in 2024, primarily due to lower debt outstanding and lower interest rates on our revolving credit facility during the current period.

Table of Conte n t s

Nine Months Ended September 30,

Interest expense and other decreased $0.1 million, or 16%, from the prior year, due to lower debt outstanding and lower interest rates on our revolving credit facility during the current period.

Three Months Ended March 31,

(in thousands, except

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Effective tax rate 38.4 % 1.3 %

Our effective tax rate for the nine months ended September 30, 2025, differed from the statutory rate due to tax expense of $0.6 million from the tax impacts of share-based compensation awards, tax expense of $1.9 million from nondeductible impairment charges, tax expense of $0.1 million from deduction limitations on executive compensation, and a tax benefit of $0.4 million from the completion of a federal tax examination related to research credits.

The tax rate for the nine months ended September 30, 2024, differed from the statutory rate due to tax expense of $2.0 million from the tax impacts of share-based compensation awards and $0.2 million from state taxes related to research and development expenditures.

The effective tax rate for the three months ended March 31, 2026, differed from the statutory rate due to tax expense of $0.3 million from the tax impacts of stock-based compensation awards.

The tax rate for the three months ended March 31, 2025, differed from the statutory rate due to tax expense of $0.5 million from the tax impacts of stock-based compensation awards and $1.9 million from nondeductible impairment charges.

Earnings (Loss) per Share

Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands, except

per share amounts)

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

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

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

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

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

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

Diluted loss per share was $0.33 and $0.02 for the nine months ended September 30, 2025 and 2024, respectively.

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

Table of Conte n t s

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

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

Diluted earnings (loss) per share was $0.04 and $(0.21) for the three months ended March 31, 2026 and 2025, respectively.

The increase was driven by higher operating income, as described above, partially offset by higher income tax expense in the current period.

Non-GAAP Financial Measures

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The Company also uses these measures to calculate amounts of performance-based compensation under the senior management incentive bonus program.

Adjusted EBITDA represents net income plus (to the extent deducted in calculating such net income) interest expense, income tax expense, depreciation and amortization, and items such as non-cash stock-based compensation, certain write-offs in connection with indebtedness, impairment charges with respect to long-lived assets, expenses incurred in connection with an equity offering or any other offering of securities by the Company, extraordinary or non-recurring non-cash expenses or losses, losses from equity method investments, transaction costs in connection with the Credit Agreement, deferred revenue written off in connection with acquisition purchase accounting adjustments, write-off of non-cash stock-based compensation expense, impairment of investment and goodwill, severance and retention costs related to dispositions and reorganizations of the Company, restructuring charges and losses related to legal claims and fees that are unusual in nature or infrequent, minus (to the extent included in calculating such net income) non-cash income or gains, including income from equity method investments, interest income, business interruption insurance proceeds, and gains related to legal claims that are unusual in nature or infrequent.

Adjusted EBITDA represents net income plus (to the extent deducted in calculating such net income) interest expense, income tax expense, depreciation and amortization, and items such as non-cash stock-based compensation, certain write-offs in connection with indebtedness, impairment charges with respect to long-lived assets, expenses incurred in connection with an equity offering or any other offering of securities by the Company, extraordinary or non-recurring non-cash expenses or losses, losses from equity method investments, transaction costs in connection with our Credit facilities, deferred revenue written off in connection with acquisition purchase accounting adjustments, write-off of non-cash stock-based compensation expense, impairment of investment and goodwill, severance and retention costs related to dispositions and reorganizations of the Company, restructuring charges and losses related to legal claims and fees that are unusual in nature or infrequent, minus (to the extent included in calculating such net income) non-cash income or gains, including income from equity method investments, interest income, business interruption insurance proceeds, and gains related to legal claims that are unusual in nature or infrequent.

Adjusted EBITDA Margin is computed as Adjusted EBITDA divided by revenue.

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• Other companies in our industry may calculate Adjusted EBITDA and Adjusted EBITDA Margin differently than we do, limiting their usefulness as comparative measures.

Table of Conte n t s

To compensate for these limitations, management evaluates our liquidity by considering the economic effect of excluded expense items independently, as well as in connection with its analysis of cash flows from operations and through the use of other financial measures, such as capital expenditure budget variances, investment spending levels and return on capital analysis.

Adjusted EBITDA and Adjusted EBITDA Margin are not measurements of our financial performance under GAAP and should not be considered as an alternative to revenue, operating income, net income, net income margin, cash provided by operating activities, or any other performance measures derived in accordance with GAAP as a measure of our profitability or liquidity.

A reconciliation of Adjusted EBITDA for the nine months ended September 30, 2025 and 2024 follows (in thousands):

Nine Months Ended September 30,

Reconciliation of Net Loss to Adjusted EBITDA:

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

A reconciliation of Adjusted EBITDA for the three months ended March 31, 2026 and 2025 follows (in thousands):

Three Months Ended March 31,

Reconciliation of Net Income (Loss) to Adjusted EBITDA:

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

Interest expense 553 660

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Non-cash stock-based compensation 1,151 1,063

Income from equity method investment (87) (325)

Impairment of intangible assets 9,600 —

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

Impairment of goodwill — 7,800

Impairment of investment — 400

Severance, professional fees and related costs 897 1,145

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Adjusted EBITDA $ 8,144 $ 6,981

A reconciliation of Adjusted EBITDA Margin for the nine months ended September 30, 2025 and 2024 follows (in thousands):

Nine Months Ended September 30,

A reconciliation of Adjusted EBITDA Margin for the three months ended March 31, 2026 and 2025 follows (in thousands):

Three Months Ended March 31,

Revenue $ 29,693 $ 32,301

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

Net loss margin (1)

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

Net income (loss) margin (1)

Adjusted EBITDA $ 8,144 $ 6,981

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(1) Net income margin and Adjusted EBITDA Margin are calculated by dividing the respective measure by that period's revenue.

Table of Conte n t s

Liquidity and Capital Resources

A summary of our cash flows for the nine months ended September 30, 2025 and 2024 follows (in thousands):

Nine Months Ended September 30,

A summary of our cash flows for the three months ended March 31, 2026 and 2025 follows (in thousands):

Three Months Ended March 31,

Cash from operating activities $ 8,411 $ 2,248

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We have financed our operations primarily through cash provided by operating activities and borrowings under our revolving credit facility.

At September 30, 2025, we had cash of $2.3 million compared to $3.7 million at December 31, 2024.

At March 31, 2026, we had cash of $3.0 million compared to $2.9 million at December 31, 2025.

Our principal internal sources of liquidity are cash, as well as the cash flow that we generate from our operations.

In addition, we had $49.0 million in borrowing capacity under our $100.0 million Credit Agreement, as defined below, at September 30, 2025.

Borrowings are subject to certain availability limits including our consolidated leverage ratio, which generally limits borrowings to 2.5 times annual Adjusted EBITDA levels, as defined in the Credit Agreement.

We believe that our existing cash, cash generated from our continuing operations and available borrowings under our Credit Agreement will be sufficient to satisfy our currently anticipated cash requirements through at least the next 12 months and the foreseeable future thereafter.

However, it is possible that one or more lenders under the Credit Agreement may refuse or be unable to satisfy their commitment to lend to us, we may violate one or more of our covenants or financial ratios contained in our Credit Agreement or we may need to refinance our debt and be unable to do so.

In addition, we had $56.0 million in borrowing capacity under our $100.0 million Credit Agreement, as defined below, at March 31, 2026.

Under our New Credit Agreement, as defined below, we are subject to certain availability limits including our consolidated leverage ratio.

We believe that our existing cash, cash generated from our continuing operations and available borrowings under our New Credit Agreement will be sufficient to satisfy our currently anticipated cash requirements through at least the next 12 months and the foreseeable future thereafter.

However, it is possible that one or more lenders under our New Credit Agreement may refuse or be unable to satisfy their commitment to lend to us, we may violate one or more of our covenants or financial ratios contained in our New Credit Agreement or we may need to refinance our debt and be unable to do so.

In addition, our liquidity could be negatively affected by a decrease in demand for our products and services and the ability of our customers to pay for current or future services.

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

Net cash flows from operating activities were $13.9 million and $16.7 million for the nine-month periods ended September 30, 2025 and 2024, respectively.

Net cash flows from operating activities were $8.4 million and $2.2 million for the three month periods ended March 31, 2026 and 2025, respectively.

Cash inflow from operations is driven by earnings and is dependent on the amount and timing of payments to vendors and employees and billings to and cash collections from our customers.

Cash provided by operating activities during the 2025 period decreased $2.8 million compared to the same period of 2024 due to lower billings to and cash receipts from our customers, partially offset by lower headcount driving lower payments to employees.

Cash provided by operating activities during the 2026 period increased $6.2 million compared to the same period of 2025 due to lower compensation related costs, partially offset by lower cash collections from customers.

Investing Activities

Cash used in investing activities during the nine-month period ended September 30, 2025 was $7.2 million compared to $11.1 million used in the same period of 2024.

Cash used in investing activities in the nine-month period ended September 30, 2025 is primarily comprised of $5.4 million of capitalized development costs and $1.4 million of payments for acquisition.

Cash used in investing activities in the nine-month period ended September 30, 2024 is primarily comprised of $9.8 million of capitalized development costs and $1.0 million of costs associated with the Company's office space.

Cash used in investing activities during the three month period ended March 31, 2026 was $6.6 million compared to $2.2 million used in the same period of 2025.

Cash used in investing activities in the three month period ended March 31, 2026 is comprised of $5.0 million of payments for acquisition and $1.6 million of fixed asset purchases, which are primarily capitalized development costs.

Cash used in investing activities in the three month period ended March 31, 2025 is comprised of $2.2 million of fixed asset purchases, which are primarily capitalized development costs.

Financing Activities

Cash used in financing activities during the nine-month period ended September 30, 2025 was $8.1 million and was driven by $6.1 million related to share repurchases and $2.0 million of net payments on long-term debt.

Cash used in financing activities during the nine-month period ended September 30, 2024 was $7.7 million and was driven by $6.0 million of net payments on long-term debt and $1.7 million related to share repurchases.

Table of Conte n t s

Cash used in financing activities during the three month period ended March 31, 2026 was $1.7 million and was driven by $4.7 million related to share repurchases, partially offset by $3.0 million of net proceeds on long-term debt.

Cash used in financing activities during the three month period ended March 31, 2025 was $1.1 million and was driven by $2.1 million related to share repurchases, partially offset by $1.0 million of net proceeds on long-term debt.

Critical Accounting Estimates

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

Under the Credit Agreement, we have a $100 million revolving credit facility, with an expansion option of $50 million, bringing the total facility to $150 million, with $ 30.0 million of borrowings on the facility at September 30, 2025.

The Company has $ 49.0 million available for future borrowings, subject to the terms of the Credit Agreement, which generally limits borrowings to 2.5 times annual Adjusted EBITDA levels.

(a wholly-owned subsidiary of the Company) and its wholly-owned subsidiary, Dice Career Solutions, Inc., entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”).

Under the Credit Agreement, we had a $100 million revolving credit facility, with an expansion option of $50 million, bringing the total facility to $150 million, with $33.0 million of borrowings on the facility at March 31, 2026.

As of March 31, 2026, the Company had $56.0 million available for future borrowings, subject to the terms of the Credit Agreement, which generally limited borrowings to 2.5 times annual Adjusted EBITDA levels.

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%.

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 applicable 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.

Assuming an interest rate of 7.75% (the rate in effect on March 31, 2026) on our then-current borrowings, interest payments were expected to be $1.9 million from April 1, 2026 to December 31, 2026 and $1.3 million in 2027.

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

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

Subsequent to March 31, 2026, the Company entered into a new credit agreement (the "New Credit Agreement"), which provides for 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 SOFR or a base rate plus a margin.

Borrowings under the New Credit Agreement denominated in pounds sterling, if any, bear interest at the 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.

Assuming an interest rate of 6.66 % (the rate in effect on September 30, 2025) on our current borrowings, interest payments are expected to be $0.5 million from October 1, 2025 to December 31, 2025, $2.0 million in 2026, and $1.0 million in 2027.

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

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

Assuming an interest rate of 6.16% (the rate in effect immediately after entering into the New Credit Agreement) on our current borrowings, interest payments were expected to be $1.5 million from April 1, 2026 to December 31, 2026, $2.0 million for the years ended December 31, 2027, 2028, and 2029, and $0.5 million from January 1, 2030 to April 1, 2030.

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 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 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.

Refer to Note 11 in the notes to the condensed consolidated financial statements included elsewhere in this report and Item 3.

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

The leases have terms from one year to ten years, some of which include options to renew the lease, and are included in the lease term when it is reasonably certain that the Company will exercise the option.

The leases have terms from one year to ten years, some of which include options to renew the lease, and are included in the lease term when it is reasonably certain that the

Company will exercise the option.

No leases include options to purchase the leased property.

As of September 30, 2025, the value of our lease right-of-use asset was $5.8 million and the value of our lease liability was $9.5 million.

As of March 31, 2026, the value of our lease right-of-use asset was $4.6 million and the value of our lease liability was $9.2 million.

See Note 6 to the condensed consolidated financial statements included elsewhere in this report for further information.

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Other Capital Requirements

As of September 30, 2025, we recorded approximately $0.8 million of unrecognized tax benefits as liabilities, and we are uncertain if or when such amounts may be settled.

As of March 31, 2026, we recorded approximately $0.6 million of unrecognized tax benefits as liabilities, and we are uncertain if or when such amounts may be settled.

Related to the unrecognized tax benefits considered permanent differences, we have also recorded a liability for potential penalties and interest.

Included in the balance of unrecognized tax benefits at September 30, 2025, are $0.8 million of tax benefits that would affect the effective tax rate if recognized.

The Company believes it is reasonably possible that as much as $0.2 million of its unrecognized tax benefits may be recognized in the next 12 months.

The Board approved a stock repurchase program that permits the Company to repurchase its common stock.

During the nine months ended September 30, 2025, the Company repurchased 1.9 million shares for $4.6 million.

As of September 30, 2025, the value of shares available to be purchased under the current plan was $0.4 million.

Included in the balance of unrecognized tax benefits at March 31, 2026, are $0.6 million of tax benefits that would affect the effective tax rate if recognized.

In November 2025, the Company's Board approved a $5.0 million stock repurchase plan, which expired in January 2026 as the $5.0 million authorization was fully consumed.

In 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.

During the three months ended March 31, 2026, the Company repurchased 1.5 million shares for $3.8 million.

As of March 31, 2026, the value of shares available to be purchased under the current plan was $6.4 million.

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

See Note 13 to the condensed consolidated financial statements included elsewhere in this report for further information.

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.

Table of Conte n t s

We anticipate capital expenditures for the fiscal year ending December 31, 2026 to be approximately $7 million to $8 million.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis