DHI GROUP, INC. 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes included elsewhere in this report. 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 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 24 Table of Contents 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. These statements often include words such as “may,” “will,” “should,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions. These statements are based on assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to: our ability to execute our tech-focused strategy; write-offs of goodwill, tradename and intangible assets; backlog not accurately representing future revenue; competition from existing and future competitors; changes in the recruiting and career services business and technologies, and the development of new products and services; macroeconomic conditions, including government shutdowns; the impact of initiatives to restructuring or streamlining government agencies, such as DOGE; the risk that AI models will reduce demand for technology professionals in the workforce; failure to develop and maintain our reputation and brand recognition; failure to increase or maintain the number of customers who purchase recruitment packages; failure to attract qualified professionals or grow the number of qualified professionals who use our websites; inability to successfully integrate future acquisitions or identify and consummate future acquisitions; misappropriation or misuse of our intellectual property, claims against us for intellectual property infringement or the failure to enforce our ownership or use of intellectual property; failure of our businesses to attract, retain and engage users; unfavorable decisions in proceedings related to future tax assessments; taxation risks in various jurisdictions for past or future sales; significant downturn not immediately reflected in our operating results; 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 New Credit Agreement; the development and use of artificial intelligence; failure to timely and efficiently scale and adapt our existing technology and network infrastructure; capacity constraints, systems failures or breaches of network security; the usefulness of our candidate profiles; decrease in user engagement; Internet search engine methodologies and their impact on our search result rankings; failure to halt the operations of websites that aggregate our data, as well as data from other companies; our reliance on third-party data hosting facilities; compliance with laws and regulations concerning collection, storage and use of professionals’ professional and personal information; U.S. regulation of the internet; a review of strategic alternatives may occur from time to time and the possibility that such review will not result in a transaction; loss of key executives and technical personnel and our ability to attract and retain key executives, including our CEO; increases in the unemployment rate, cyclicality or downturns in the United States or worldwide economies or the industries we serve, labor shortages, or job shortages; litigation related to infringement or other claims regarding our services or content; our ability to defend ownership of our intellectual property; global climate change; compliance with changing corporate governance requirements and costs incurred in connection with being a public company; compliance with the continued listing standards of the New York Stock Exchange; volatility in our stock price; differences between estimates of financial projections and future results; failure to maintain internal controls over financial reporting; results of operations fluctuating on a quarterly and annual basis; our Section 382 Rights Plan may have an anti-takeover effect; anti takeover provisions in our governing documents making changes to management difficult; and disruption resulting from unsolicited offers to purchase the company. These factors and others are discussed in more detail below and in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, under the headings “Risk Factors,” “Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You should keep in mind that any forward-looking statement made by us herein, or elsewhere, speaks only as of the date on which it is made. New risks and uncertainties come up from time to time, and it is impossible to predict these events or how they may affect us. We have no obligation to update any forward-looking statements after the date hereof, except as required by federal securities laws. In addition, information contained herein contains certain non-GAAP financial measures. These measures are not in accordance with, or an alternative for, measures in accordance with generally accepted accounting principles in the United States ("U.S. GAAP"). 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. Overview 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 25 Table of Contents 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. In online recruitment, we specialize in employment categories in which there has been a long-term scarcity of highly skilled, highly qualified professionals relative to market demand, specifically technologists who work in a variety of industries or have active government security clearances. Our websites serve as online two-sided marketplaces where employers and recruiters source and connect with prospective employees, and where technologists find relevant job opportunities, data and information to further their careers. Our websites offer job postings, news and content, career development and recruiting services tailored to the specific needs of the professional community that each website serves. We have been in the recruiting and career development business for over 30 years. 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. We have organized our reportable segments based upon our internal management reporting. Our Revenue and Expenses We derive the majority of our revenue from customers who pay fees, either annually, quarterly or monthly, to post jobs on our websites and to access our searchable databases of resumes. 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 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. The Company's management uses these metrics to monitor the current and future activity of the businesses. The tables below detail this customer data. As of March 31, Increase (Decrease) Percent Change Recruitment Package Customers: 2026 2025 ClearanceJobs 1,741 1,891 (150) (8)% Dice 3,832 4,490 (658) (15)% Average Annual Revenue per Recruitment Package Customer (1) Three months ended March 31, 2026 2026 2025 Increase (Decrease) Percent Change ClearanceJobs $ 27,286 $ 25,806 $ 1,480 6 % Dice $ 15,466 $ 16,384 $ (918) (6) % (1) Calculated by dividing recruitment package customer revenue by the daily average count of recruitment package customers during each month, adjusted to reflect a 30-day month. The simple average of each month is used to derive the amount for each period and then annualized to reflect 12 months. ClearanceJobs had 1,741 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 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. Deferred revenue, as shown on the condensed consolidated balance sheets, reflects customer billings made in advance of services being rendered. Backlog consists of deferred revenue plus customer contractual commitments not invoiced representing the value of future services to be rendered under committed contracts. We believe backlog to be an important 26 Table of Contents measure of our business as it represents our ability to generate future revenue. A summary of our deferred revenue and backlog is as follows: Comparison to Prior Year End Comparison Year Over Year 3/31/2026 12/31/2025 Increase (Decrease) Percent Change 3/31/2025 Increase (Decrease) Percent Change Deferred Revenue $ 44,491 $ 39,939 $ 4,552 11 % $ 50,666 $ (6,175) (12) % Contractual commitments not invoiced 54,541 59,632 (5,091) (9) % 57,094 (2,553) (4) % Backlog (1) $ 99,032 $ 99,571 $ (539) (1) % $ 107,760 $ (8,728) (8) % (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 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. Backlog may also be affected by, among other things, external market and economic factors beyond our control. Accordingly, there is no assurance that the entirety of our backlog will be realized. The timing of new contracts and the mix of services can significantly affect backlog. 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 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. Lead generation information utilizes advertising and other methods to deliver leads to customers. Employer branding pages provide an opportunity for customers to promote company culture and values to candidates. The Company continues to evolve and present new software products and features to attract and engage qualified professionals and match them with employers. Our ability to grow our revenue will largely depend on our ability to grow our customer bases in the markets in which we operate by acquiring new customers while retaining a high proportion of the customers we currently serve, and to expand the breadth of services our customers purchase from us. We continue to make investments in our business and infrastructure to help us achieve our long-term growth objectives, such as the innovative products in the table below. Product Releases 2026 2025 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 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. Additionally, we need to ensure that our websites remain relevant in order to attract qualified professionals to our websites and to engage them in high-value tasks, such as posting resumes and/or applying for jobs. 27 Table of Contents The largest components of our expenses are personnel costs and marketing and sales expenditures. Personnel costs consist of salaries, benefits, and incentive compensation for our employees, including commissions for salespeople. Personnel costs are categorized in our statement of operations based on each employee’s principal function. Personnel costs incurred during the application development stage of internal use software and website development are recorded as fixed assets and amortized to depreciation expense in the statement of operations over the estimated useful life of the asset. Marketing expenditures primarily consist of online advertising, brand promotion and lead generation to employers and job seekers. Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025 Revenue Three Months Ended March 31, Increase (Decrease) Percent Change 2026 2025 (in thousands, except percentages) ClearanceJobs $ 13,996 $ 13,377 $ 619 5 % Dice 15,697 18,924 (3,227) (17) % Total revenue $ 29,693 $ 32,301 $ (2,608) (8) % 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, 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 March 31, Increase (Decrease) Percent Change 2026 2025 (in thousands, except percentages) Cost of revenue ClearanceJobs $ 2,087 $ 1,783 $ 304 17 % Dice 2,672 3,517 (845) (24) % Other corporate expenses — 66 (66) n.m. Total cost of revenue $ 4,759 $ 5,366 $ (607) (11) % Percentage of revenue 16.0 % 16.6 % Cost of revenue decreased $0.6 million, or 11% from the prior year. 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. 28 Table of Contents Product Development Expenses Three Months Ended March 31, Increase (Decrease) Percent Change 2026 2025 (in thousands, except percentages) Product development ClearanceJobs $ 1,526 $ 1,352 $ 174 13 % Dice 1,555 2,276 (721) (32) % Other corporate expenses — 214 (214) (100) % Total product development $ 3,081 $ 3,842 $ (761) (20) % Percentage of revenue 10.4 % 11.9 % Product development expenses decreased $0.8 million, or 20% from the same period of the prior year. 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 decreased $0.2 million compared to prior year due to a decrease in compensation related costs. Sales and Marketing Expenses Three Months Ended March 31, Increase (Decrease) Percent Change 2026 2025 (in thousands, except percentages) Sales and marketing ClearanceJobs $ 3,699 $ 3,647 $ 52 1 % Dice 5,293 7,394 (2,101) (28) % Other corporate expenses — 82 (82) (100) % Total sales and marketing $ 8,992 $ 11,123 $ (2,131) (19) % Percentage of revenue 30.3 % 34.4 % Sales and marketing expenses decreased $2.1 million, or 19% from the same period for the prior year. 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 March 31, Increase (Decrease) Percent Change 2026 2025 (in thousands, except percentages) General and administrative ClearanceJobs $ 1,218 $ 1,381 $ (163) (12) % Dice 2,293 2,988 (695) (23) % Other corporate expenses 3,254 2,828 426 15 % Total General and administrative $ 6,765 $ 7,197 $ (432) (6) % Percentage of revenue 22.8 % 22.3 % General and administrative expenses decreased $0.4 million, or 6% from the same period for prior year. 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. 29 Table of Contents Depreciation Three Months Ended March 31, Increase (Decrease) Percent Change 2026 2025 (in thousands, except percentages) Depreciation ClearanceJobs $ 694 $ 695 $ (1) — % Dice 2,103 3,289 (1,186) (36) % Other corporate expenses — — — n.m. Total Depreciation $ 2,797 $ 3,984 $ (1,187) (30) % Percentage of revenue 9.4 % 12.3 % Depreciation expense decreased $1.2 million, or 30%, compared to the same period in 2025. The ClearanceJobs segment was substantially flat with costs approximating the prior year period. The Dice segment decreased $1.2 million as fixed asset purchases, which are primarily comprised of capitalized development costs, have declined. Amortization Three Months Ended March 31, Increase (Decrease) Percent Change 2026 2025 (in thousands, except percentages) Amortization ClearanceJobs $ 235 $ — $ 235 — % Dice — — — n.m. Other corporate expenses — — — n.m. Total Amortization $ 235 $ — $ 235 — % Percentage of revenue 0.8 % — % 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 March 31, Increase (Decrease) Percent Change 2026 2025 (in thousands, except percentages) Restructuring ClearanceJobs $ — $ — $ — n.m. Dice — — — n.m. Other corporate expenses — 2,270 (2,270) (100) % Total Restructuring $ — $ 2,270 $ (2,270) (100) % Percentage of revenue — % 7.0 % 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. 30 Table of Contents Impairment of Goodwill Three Months Ended March 31, Increase (Decrease) Percent Change 2026 2025 (in thousands, except percentages) Impairment of goodwill ClearanceJobs $ — $ — $ — n.m. Dice — 7,800 (7,800) (100) % Other corporate expenses — — — n.m. Total impairment of goodwill $ — $ 7,800 $ (7,800) (100) % Percentage of revenue — % 24.1 % 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. Operating Income (Loss) Three Months Ended March 31, Increase (Decrease) Percent Change 2026 2025 (in thousands, except percentages) Revenue $ 29,693 $ 32,301 $ (2,608) (8) % Operating income (loss) 3,064 (9,281) 12,345 (133) % Operating margin 10.3 % (28.7) % 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 Change 2026 2025 (in thousands, except percentages) Income (loss) from equity method investment $ (23) $ 64 $ (87) (136) % Percentage of revenue (0.1) % 0.2 % 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 Three Months Ended March 31, Increase (Decrease) Percent Change 2026 2025 (in thousands, except percentages) Interest expense and other $ 553 $ 660 $ (107) (16) % Percentage of revenue 1.9 % 2.0 % 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. 31 Table of Contents Income Taxes Three Months Ended March 31, 2026 2025 (in thousands, except percentages) Income (loss) before income taxes $ 2,488 $ (9,877) Income tax expense (benefit) 956 (126) Effective tax rate 38.4 % 1.3 % 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 Three Months Ended March 31, 2026 2025 (in thousands, except per share amounts) 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 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. 32 Table of Contents Non-GAAP Financial Measures We have provided certain non-GAAP financial information as additional information for our operating results. These measures are not in accordance with, or alternatives to measures in accordance with U.S. GAAP and may be different from similarly titled non-GAAP measures reported by other companies. We believe the presentation of non-GAAP measures, such as Adjusted EBITDA and Adjusted EBITDA Margin, provides useful information to management and investors regarding certain financial and business trends relating to our financial condition and results of operations. In addition, the Company’s management uses these measures for reviewing the financial results of the Company and for budgeting and planning purposes. Non-GAAP results exclude the impact of items that management believes affect the comparability or underlying business trends in our condensed consolidated financial statements in the periods presented. The non-GAAP measures apply to consolidated results or other measures as shown within this document. The Company has provided required reconciliations to the most comparable GAAP measures below. Adjusted EBITDA and Adjusted EBITDA Margin Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP measures used by management to measure operating performance. Management uses Adjusted EBITDA and Adjusted EBITDA Margin as performance measures for internal monitoring and planning, including preparation of annual budgets, analyzing investment decisions and evaluating profitability and performance comparisons between us and our competitors. The Company also uses 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 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. We also consider Adjusted EBITDA and Adjusted EBITDA Margin, as defined above, to be important indicators to investors because they provide information related to our ability to provide cash flows to meet future debt service, capital expenditures, working capital requirements, and to fund future growth. We present Adjusted EBITDA and Adjusted EBITDA Margin as supplemental performance measures because we believe that these measures provide our Board of Directors (the "Board"), management and investors with additional information to measure our performance, provide comparisons from period to period by excluding potential differences caused by variations in capital structures (affecting interest expense) and tax positions (such as the impact on periods or companies of changes in effective tax rates or net operating losses), and to estimate our value. We understand that although Adjusted EBITDA and Adjusted EBITDA Margin are frequently used by securities analysts, lenders and others in their evaluation of companies, Adjusted EBITDA and Adjusted EBITDA Margin have limitations as analytical tools, and you should not consider them in isolation, or as a substitute for analysis of our liquidity or results as reported under GAAP. Some limitations are: • Adjusted EBITDA and Adjusted EBITDA Margin do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments; • Adjusted EBITDA and Adjusted EBITDA Margin do not reflect changes in, or cash requirements for, our working capital needs; • Adjusted EBITDA and Adjusted EBITDA Margin do not reflect interest expense, or the cash requirements necessary to service interest or principal payments on our debt; • Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future, and Adjusted EBITDA and Adjusted EBITDA Margin do not reflect any cash requirements for such replacements; and • Other companies in our industry may calculate Adjusted EBITDA and Adjusted EBITDA Margin differently than we do, limiting their usefulness as comparative measures. 33 Table of Contents 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 three months ended March 31, 2026 and 2025 follows (in thousands): Three Months Ended March 31, Dollars 2026 2025 Reconciliation of Net Income (Loss) to Adjusted EBITDA: Net income (loss) $ 1,532 $ (9,751) Interest expense 553 660 Income tax expense (benefit) 956 (126) Depreciation 2,797 3,984 Amortization 235 — Non-cash stock-based compensation 1,151 1,063 Loss (income) from equity method investment 23 (64) Impairment of goodwill — 7,800 Severance, professional fees and related costs 897 1,145 Restructuring — 2,270 Adjusted EBITDA $ 8,144 $ 6,981 Reconciliation of Cash Flows from Operating Activities to Adjusted EBITDA Net cash provided by operating activities $ 8,411 $ 2,248 Interest expense 553 660 Amortization of deferred financing costs (36) (36) Income tax expense (benefit) 956 (126) Deferred income taxes (405) 214 Change in accrual for unrecognized tax benefits (20) (32) Change in accounts receivable (298) 1,299 Change in deferred revenue (4,551) (5,210) Severance, professional fees and related costs 897 1,145 Restructuring — 2,270 Changes in working capital and other 2,637 4,549 Adjusted EBITDA $ 8,144 $ 6,981 A reconciliation of Adjusted EBITDA Margin for the three months ended March 31, 2026 and 2025 follows (in thousands): Three Months Ended March 31, 2026 2025 Revenue $ 29,693 $ 32,301 Net income (loss) $ 1,532 $ (9,751) Net income (loss) margin (1) 5 % (30) % Adjusted EBITDA $ 8,144 $ 6,981 Adjusted EBITDA Margin (1) 27 % 22 % (1) Net income margin and Adjusted EBITDA Margin are calculated by dividing the respective measure by that period's revenue. 34 Table of Contents Liquidity and Capital Resources Cash Flows A summary of our cash flows for the three months ended March 31, 2026 and 2025 follows (in thousands): Three Months Ended March 31, 2026 2025 Cash from operating activities $ 8,411 $ 2,248 Cash used in investing activities $ (6,634) $ (2,160) Cash used in financing activities $ (1,673) $ (1,135) We have financed our operations primarily through cash provided by operating activities and borrowings under our revolving credit facility. At March 31, 2026, we had cash of $3.0 million compared to $2.9 million at December 31, 2025. Liquidity Our principal internal sources of liquidity are cash, as well as the cash flow that we generate from our operations. 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. We may also make acquisitions and may need to raise additional capital through future debt financings or equity offerings to the extent necessary to fund such acquisitions, which we may not be able to do on a timely basis or on terms satisfactory to us or at all. Operating Activities 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 $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 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 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 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. 35 Table of Contents Critical Accounting Estimates There have been no material changes to our critical accounting estimates as compared to the critical accounting policies described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Financing and Capital Requirements 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., 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 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 6.16% (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. "Quantitative and Qualitative Disclosures about Market Risk - Interest Rate Risk." Contractual Obligations 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 36 Table of Contents Company will exercise the option. No leases include options to purchase the leased property. 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. We make commitments to purchase advertising from online vendors, which we pay for on a monthly basis. We have no significant long-term obligations to purchase a fixed or minimum amount with these vendors. Other Capital Requirements 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 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. We anticipate capital expenditures for the fiscal year ending December 31, 2026 to be approximately $7 million to $8 million. We intend to use operating cash flows to fund capital expenditures. Cyclicality The labor market and certain of the industries that we serve have historically experienced short-term cyclicality. However, we believe that online career websites and marketplaces continue to provide economic and strategic value to the labor market and industries that we serve. Any slowdown in recruitment activity that occurs could negatively impact our revenues and results of operations. A decrease in the unemployment rate or a labor shortage, including as a result of an increase in job turnover, generally means that employers (including our customers) are seeking to hire more individuals, which would generally lead to more job postings and database licenses and have a positive impact on our revenues and results of operations. Based on historical trends, improvements in labor markets and the need for our services generally lag behind overall economic improvements. Additionally, there has historically been a lag from the time customers begin to increase purchases of our recruitment services and the impact to our revenues due to the recognition of revenue occurring over the length of the contract, which can be several months to over a year. From time to time, we see market slowdowns, which can lead to lower demand for recruiting technologists and security cleared professionals. If recruitment activity slows in the industries in which we operate, our revenues and results of operations could be negatively impacted.