What changed in this filing

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Item 1. Financial Statements

2026-08-05 compared with 2026-05-05 · 237 added, 166 removed, 598 unchanged (40% of the section changed)

24 unchanged sentences

Operating lease liabilities 1,115 1,788

Income taxes payable 374 —

Total current liabilities 53,064 55,077

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(in thousands, except per share amounts)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Revenue $ 31,341 $ 32,027 $ 61,034 $ 64,328

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(in thousands)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net income (loss) $ 2,597 $ ( 841 ) $ 4,129 $ ( 10,592 )

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

Net Income 2,597 2,597

Other comprehensive income - translation adjustments ( 12 ) ( 12 )

Stock-based compensation 928 928

Restricted stock issued 267 2 ( 2 ) —

Restricted stock forfeited or withheld to satisfy tax obligations ( 124 ) ( 1 ) 1 22 ( 87 ) ( 87 )

Performance-Based Restricted Stock Units forfeited or withheld to satisfy tax obligations ( 39 ) — — — — —

Purchase of treasury stock under stock repurchase plan 665 ( 1,926 ) ( 1,926 )

Issuance of common stock upon Employee Stock Purchase Plan purchase 43 — 60 60

Balance at June 30, 2026 — $ — 56,959 $ 571 $ 132,554 13,824 $ ( 62,131 ) $ 23,100 $ ( 15 ) $ 94,079

See accompanying notes to the condensed consolidated financial statements.

Preferred Stock Series 1 Participating Preferred Stock Common Stock Additional

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

See accompanying notes to the condensed consolidated financial statements.

Net loss ( 841 ) ( 841 )

Other comprehensive loss - translation adjustments 18 18

Stock-based compensation 1,535 1,535

Restricted stock issued 933 9 ( 9 ) —

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

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

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

Issuance of common stock upon Employee Stock Purchase Plan purchase 54 1 80 81

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

DHI GROUP, INC.

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(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from (used in) operating activities:

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Proceeds from long-term debt 39,000 6,000

Financing costs paid ( 576 ) —

Payments under stock repurchase plan ( 5,738 ) ( 2,435 )

Purchase of treasury stock related to taxes on vested restricted and performance stock units ( 948 ) ( 1,495 )

Proceeds from issuance of common stock through ESPP 60 81

Net cash flows used in financing activities ( 5,202 ) ( 5,849 )

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

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

Operating results for the three and six-month periods ended June 30, 2026 are not necessarily indicative of the results to be achieved for the full year or any other future period.

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

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

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

There have been no significant changes in the Company’s assumptions regarding critical accounting estimates during the three and six-month periods ended June 30, 2026.

NEW ACCOUNTING STANDARDS

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

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

No impairment was recorded during the three and six-month periods ended June 30, 2026.

REVENUE RECOGNITION

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

ClearanceJobs $ 15,554 $ 13,626 $ 29,550 $ 27,003

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

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

As of June 30, 2026 As of December 31, 2025

Receivables $ 16,539 $ 17,963

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

Three Months Ended

March 31, 2026 March 31, 2025

Three Months Ended Six Months Ended

June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Revenue recognized in the period from:

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As a result of the restructuring, the Company recognized a charge of $ 2.3 million during the first quarter of 2025 related to employee severance costs.

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

This included a reduction of the Company’s then current workforce by approximately 25 % primarily by reducing

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

headcount within the Company's Dice brand and associated back-office support.

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

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

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

CJ $ 45 $ — $ ( 44 ) $ 1

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

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

As a result of the restructuring, the Company recognized a charge of $ 4.2 million during the second quarter of 2025 related to severance costs.

Restructuring charges, accruals, and payments as of and for the periods ended June 30, 2026 and 2025 are as follows (in thousands):

Three Months Ended June 30, 2026 Accrual at March 31, 2026 Expense Cash Payments Accrual at June 30, 2026

ClearanceJobs $ 1 $ — $ ( 1 ) $ —

Dice 34 — ( 34 ) —

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

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

Three Months Ended June 30, 2025 Accrual at March 31, 2025 Expense Cash Payments Accrual at June 30, 2025

ClearanceJobs $ — $ 372 $ — $ 372

Dice — 3,844 ( 145 ) 3,699

Other corporate expenses 517 — ( 394 ) 123

Total restructure costs $ 517 $ 4,216 $ ( 539 ) $ 4,194

Six Months Ended June 30, 2026 Accrual at December 31, 2025 Expense Cash Payments Accrual at June 30, 2026

ClearanceJobs $ 45 $ — $ ( 45 ) $ —

Dice 265 — ( 265 ) —

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

Six Months Ended June 30, 2025 Accrual at December 31, 2024 Expense Cash Payments Accrual at June 30, 2025

ClearanceJobs $ — $ 372 $ — $ 372

Dice — 3,844 ( 145 ) 3,699

Other corporate expenses — 2,270 ( 2,147 ) 123

Total restructure costs $ — $ 6,486 $ ( 2,292 ) $ 4,194

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

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

For the Three Months Ended March 31,

For the Three Months Ended June 30, For the Six Months Ended June 30,

2026 2025 2026 2025

Operating lease cost (1)

$ 452 $ 418 $ 777 $ 843

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

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

For the Three Months Ended March 31,

For the Six Months Ended June 30,

Cash paid for amounts included in measurement of lease liabilities:

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Operating leases $ 909 $ 119

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Operating lease right-of-use-assets (as reported) $ 4,192 $ 4,366

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As a result, the Company recorded an impairment charge of $ 1.4 million in the fourth quarter of 2025, of which the ClearanceJobs segment was allocated $ 0.6 million and the Dice segment was allocated $ 0.8 million.

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

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

No impairment was recorded during the three and six-month periods ended June 30, 2026.

As of June 30, 2026, future operating lease payments were as follows (in thousands):

Operating Leases

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

July 1, 2026 through December 31, 2026 $ 798

2031 and thereafter 3,644

2 unchanged sentences

Total $ 8,742

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

As of June 30, 2026 the Company has no operating or finance leases that have not yet commenced.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

eFinancialCareers

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

At June 30, 2026 and December 31, 2025, the Company had a $ 0.9 million and $ 1.0 million investment in eFinancialCareers ("eFC"), respectively, which represented a 10 % ownership interest.

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

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

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

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

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

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

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

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

The Company's proportionate share of eFC's net income, net of currency translation adjustments and amortization of the basis, was insignificant for the three and six-month periods ended June 30, 2026 and for the three and six- month periods ended June 30, 2025, respectively.

At June 30, 2026, the Company held preferred stock representing a 6.6 % interest in the fully diluted shares of a tech skills assessment company.

The investment is recorded at zero as of June 30, 2026 and December 31, 2025.

The Company recorded no gain or loss related to the investment during the three and six month periods ended June 30, 2026 and 2025.

BUSINESS COMBINATION

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

The recorded purchase price includes an estimation of the fair value of contingent obligations associated with potential earnout provisions, which is based on achieving certain new customer relationship targets.

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

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

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The recorded purchase price included an estimation of the fair value of contingent obligations associated with potential earnout provisions, which is based on achieving certain new customer relationship targets.

During the second quarter of 2026, achievement of the full earnout became probable.

As such, the Company recorded a $ 0.1 million charge in the condensed consolidated statements of operations.

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

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Point Solutions Group

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

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

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

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

During the three months ended June 30, 2026, final net working capital was settled with the Company paying $ 0.2 million.

The remaining $0.2 million is contingent upon achievement of the 2026 revenue thresholds.

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

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

The valuation was based on revenue assumptions through December 31, 2029, a hypothetical royalty rate of 2.5 %, income taxes of 25.0 %, and a discount rate of 22.2 %.

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

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

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

The valuation was based on revenue

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

assumptions through December 31, 2029, a hypothetical royalty rate of 2.5 %, income taxes of 25.0 %, and a discount rate of 22.2 %.

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

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

Acquisition related costs of $ 0.6 million incurred in connection with the transaction were recorded during the three months ended March 31, 2026 and are recorded in general and administrative expenses on the condensed consolidated statements of operations.

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

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ACQUIRED INTANGIBLE ASSETS, NET

Dice Trademarks and Brand Name

As of March 31, 2026 and December 31, 2025 the Company had an indefinite-lived acquired intangible asset of $ 14.2 million related to the Dice trademarks and brand name.

Indefinite-Lived Intangible Assets

As of June 30, 2026 and December 31, 2025 the Company had an indefinite-lived acquired intangible asset of $ 14.2 million related to the Dice trademarks and brand name.

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

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

We determine whether the carrying value of recorded indefinite-lived acquired intangible

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

assets is impaired on an annual basis or more frequently if indicators of potential impairment exist.

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

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The determination of whether or not indefinite-lived acquired intangible assets have become impaired involves a significant level of judgment in the assumptions underlying the approach used to determine the value of the indefinite-lived acquired intangible assets.

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

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

trademarks and brand name based on the amount of royalty income it could generate if it was licensed, in an arm's length transaction, to a third party.

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

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

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

No impairment was recorded during the three months ended March 31, 2026 and 2025.

No impairment was recorded during the three and six month periods ended June 30, 2026 and 2025, respectively.

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

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

AgileATS Technology

As discussed in Note 8, the Company recorded a $ 1.5 million definite lived intangible asset during the third quarter of 2025 related to the AgileATS technology.

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

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

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

AgileATS Tradename

As discussed in Note 8, the Company recorded a $ 0.1 million definite lived intangible asset during the third quarter of 2025 related to the AgileATS tradename.

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

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

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

Point Solutions Group Customer Relationships

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

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

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

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

Point Solutions Group Trademark

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

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

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

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

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Definite-Lived Intangible Assets

As discussed in Note 8, the Company recorded definite-lived intangible assets during the third quarter of 2025 related to the AgileATS technology and tradename and during the first quarter of 2026 related to customer relationships and a trademark acquired in the PSG acquisition.

These assets are being amortized over their estimated remaining useful lives, ranging from two to eight years.

The carrying amounts of each asset as of June 30, 2026 and December 31, 2025 are presented in the table below.

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

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

As of June 30, 2026 As of December 31, 2025

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

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Total intangible assets $ 16,928 $ 15,467

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

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

Goodwill as of March 31, 2026 and December 31, 2025, was $ 122.7 million and $ 120.6 million, respectively.

Amortization expense for the three and six month periods ended June 30, 2026 was $ 0.3 million and $ 0.5 million, respectively.

There was no amortization expense for the three or six month periods ended June 30, 2025.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Goodwill as of June 30, 2026 and December 31, 2025 was $ 122.7 million and $ 120.6 million, respectively.

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

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As discussed in Note 8, the Company recorded additional goodwill in the ClearanceJobs reporting unit during the third quarter of 2025 of $ 0.3 million related to its acquisition of AgileATS and $ 2.1 million during the first quarter of 2026 related to the PSG acquisition.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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The annual impairment test for the ClearanceJobs and Dice reporting units performed as of October 1, 2025 resulted in the fair value of the reporting units being in excess of each respective carrying value.

As a result, the Company believes it is not more likely than not that the fair value of each reporting unit is less than each respective carrying value as of March 31, 2026.

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

As a result, the Company believes it is not more likely than not that the fair value of each reporting unit is less than each respective carrying value as of June 30, 2026.

Therefore, no impairment was recorded during the three or six-month periods ended June 30, 2026.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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— 2,129 — 2,129

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

Goodwill at June 30, 2026 $ — $ 99,872 $ 22,869 $ 122,741

(1) Date of organizational restructuring.

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See Note 8 for further discussion.

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

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

See Note 8 for further discussion.

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

Credit Agreement —In April 2026, the Company, together with Dice Inc.

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

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

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

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

(collectively, the “Borrowers”), entered into a credit agreement (the "Credit Agreement"), which replaces the Prior Credit Agreement (defined below), and provides for a revolving loan facility of $ 70 million with an expansion option of $ 37.5 million, bringing the total facility to $ 107.5 million, as permitted under the terms of the Credit Agreement.

At the closing of the Credit Agreement, the Company borrowed $ 33 million under the facility to repay, in full, all outstanding indebtedness, including accrued interest, under the Prior Credit Agreement.

Unamortized debt issuance costs from the previous credit agreement of $ 0.1 million and debt issuance costs of $ 0.6 million related to the new agreement were recorded as other assets on the condensed consolidated balance sheets as of June 30, 2026 and will be recorded to interest expense over the term of the Credit Agreement

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

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

All borrowings as of March 31, 2026 and December 31, 2025 were in U.S.

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

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

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

Negative covenants included restrictions on incurring certain liens;

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 2.50 % to 3.25 % on SOFR and SONIA loans and 1.50 % to 2.25 % on base rate loans, determined by the Company’s most recent consolidated leverage ratio.

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

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

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

Borrowings are allowed under the 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 Credit Agreement.

Negative covenants include restrictions on incurring certain liens;

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

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and incurring additional indebtedness.

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

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

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 Credit Agreement.

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

As of June 30, 2026, the Company was in compliance with all of the financial covenants under the Credit Agreement.

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

Prior Credit Agreement - The Borrowers previously maintained a Third Amended and Restated Credit Agreement (the "Prior Credit Agreement"), which was scheduled to mature in June 2027.

The Prior Credit Agreement was entered into during June 2022 and provided for a revolving loan facility of $ 100 million, with an expansion option of $ 50 million, bringing the total facility to $ 150 million, as permitted by the terms of the Prior Credit Agreement.

Borrowings under the Prior Credit Agreement

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

change of control, or insolvency.

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

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

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

accrued interest, at the Company's option, at the SOFR rate or a base rate plus a margin.

The margin ranged from 2.00 % to 2.75 % on SOFR and SONIA loans and 1.00 % to 1.75 % on base rate loans, determined by the Company's most recent consolidated leverage ratio.

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.

There was no penalty for prepayment of the Prior Credit Agreement.

The amounts borrowed as of June 30, 2026 and December 31, 2025 are as follows (dollars in thousands):

2026 December 31,

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Commitment fee 0.35 % 0.35 %

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

(1) In connection with the Company's revolving credit facilities as then in effect, as of June 30, 2026 and December 31, 2025, the Company had deferred financing costs of $ 0.7 million and $ 0.7 million, respectively, and accumulated amortization of less than $ 0.1 million and $ 0.5 million, respectively, recorded in other assets on the condensed consolidated balance sheets.

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

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

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

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

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

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

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

The margin ranges from 2.50 % to 3.25 % on SOFR and SONIA loans and 1.50 % to 2.25 % on base rate loans, determined by the Company’s most recent consolidated leverage ratio.

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

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

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

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

Negative covenants include restrictions on incurring certain liens;

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

making certain investments;

making certain acquisitions;

making certain dispositions;

and incurring additional indebtedness.

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

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

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Under the terms of the Credit Agreement in effect as of June 30, 2026, there were no scheduled principal payments until maturity in April 2030.

COMMITMENTS AND CONTINGENCIES

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

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

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

(3) During October 2025, the stock repurchase program approved in February 2025, expired with a total of 2.1 million shares purchased for $ 5.0 million.

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

As of June 30, 2026 the value of shares that may yet be purchased under the current plan was $ 4.5 million.

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Shares repurchased 664,750 865,585 2,160,049 1,177,351

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$ 1,939 $ 1,786 $ 5,781 $ 2,459

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

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

(1) Dollar value of shares repurchased and average price paid per share include costs associated with the repurchases and totaled $ 13,000 and $ 43,000 for the three and six-month periods ended June 30, 2026 and $ 17,000 and $ 24,000 for the three and six-month periods ended June 30, 2025, respectively.

There were no unsettled share repurchases as of June 30, 2026 and 2025.

Stock Repurchases Pursuant to the 2022 Omnibus Equity Award Plan, as Amended and Restated —Under the 2022 Omnibus Equity Award Plan, as Amended and Restated, and as further described in Note 14 to the condensed consolidated financial statements, the Company repurchases its common stock withheld for income tax from the vesting of employee restricted stock or Performance-Based Restricted Stock Units (“PSUs”).

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

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Shares repurchased upon restricted stock/PSU vesting 22,621 11,529 505,676 585,775

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Section 382 Rights Plan —On January 28, 2025, the Company adopted a shareholder rights plan designed to protect stockholder value by preserving the availability of the Company’s net capital loss carryforwards (“Carryforwards”) and other tax attributes under the Internal Revenue Code of 1986, as amended (the “Code”) (such plan, the “Section 382 Rights Plan”).

The Section 382 Rights Plan aims to preserve the Company's Carryforwards by creating a disincentive for any stockholder to accumulate beneficial ownership of 4.99 % or more of the Company's outstanding common stock, or to further accumulate the Company's common stock if the stockholder's beneficial ownership already exceeds 4.99 % in each case without the approval of the Company's Board of Directors in order to reduce the likelihood of an "ownership change" under Section 382 of the Code occurring, which could restrict the Company's ability to utilize its Carryforwards.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

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

Dividends — No dividends were declared during the three and six month periods ending June 30, 2026 and 2025.

The Credit Agreement contains limits on our ability to declare and pay dividends.

See Note 11 for additional disclosures.

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

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

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

On April 26, 2023, the stockholders of the Company approved the DHI Group, Inc.

2022 Omnibus Equity Award Plan, as Amended and Restated, which had been previously approved by the Company’s Board of Directors on March 16, 2023 (the "2022 Omnibus Equity Award Plan, as Amended and Restated").

The 2022 Omnibus Equity Award Plan was amended and restated to, among other things, increase the number of shares of common stock authorized for issuance as equity awards under the plan by 2.9 million shares.

The Company has previously granted restricted stock and PSUs to certain employees and directors pursuant to the 2012 Omnibus Equity Award Plan and the 2022 Omnibus Equity Award Plan and will continue to grant restricted stock and PSUs to certain employees and directors pursuant to the 2022 Omnibus Equity Award Plan, as Amended and Restated.

2022 Omnibus Equity Award Plan, as Amended and Restated, which had been previously approved by the Company’s Board of Directors on March 16, 2023 (the "First Plan Amendment").

On May 15, 2026, the stockholders of the Company approved the Second Amendment to the DHI Group, Inc.

2022 Omnibus Equity Award Plan as Amended and Restated (the "Second Plan Amendment").

The Second Plan Amendment amended and restated the 2022 Omnibus Equity Award Plan to, among other things, increase the number of shares of common stock authorized for issuance as equity awards under the plan by 2.8 million shares.

The Company also offers an Employee Stock Purchase Plan.

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

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

The Company recorded total stock-based compensation expense of $ 0.9 million and $ 2.1 million during the three and six-month periods ended June 30, 2026, respectively, and $ 1.5 million and $ 2.6 million during the three and six month periods ended June 30, 2025, respectively.

At June 30, 2026, there was $ 5.5 million of unrecognized compensation expense related to unvested awards, which is expected to be recognized over a weighted-average period of approximately 0.9 years.

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

These shares are part of the compensation plan for services provided by the employees or Board members.

These shares are part of the compensation plan for services provided by the employees or Board

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The closing price of the Company’s stock on the date of grant is used to determine the fair value of the grants.

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

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

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

A summary of the status of restricted stock awards as of June 30, 2026 and 2025 and the changes during the periods then ended is presented below:

Three Months Ended June 30, 2026 Three Months Ended June 30, 2025

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

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Expected to vest 1,964,600 $ 2.48 2,902,507 $ 2.55

Six Months Ended June 30, 2026 Six Months Ended June 30, 2025

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

Non-vested at beginning of the period 2,519,669 $ 2.47 2,672,564 $ 3.39

Granted 1,078,214 $ 2.32 1,777,287 $ 2.14

Forfeited ( 181,839 ) $ 2.42 ( 426,264 ) $ 3.21

Vested ( 1,451,444 ) $ 2.36 ( 1,121,080 ) $ 3.65

Non-vested at end of period 1,964,600 $ 2.48 2,902,507 $ 2.55

Expected to vest 1,964,600 $ 2.48 2,902,507 $ 2.55

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

A summary of the status of PSUs as of June 30, 2026 and 2025 and the changes during the periods then ended is presented below:

Three Months Ended June 30, 2026 Three Months Ended June 30, 2025

Shares Weighted- Average Fair Value at

Grant Date Shares Weighted- Average Fair Value at

Non-vested at beginning of the period 994,442 $ 2.18 1,051,309 $ 2.90

Granted 18,000 $ 3.72 — $ —

Forfeited ( 56,911 ) $ 2.35 ( 12,964 ) $ 2.64

Vested — $ — ( 5,627 ) $ 3.46

Non-vested at end of period 955,531 $ 2.19 1,032,718 $ 2.90

Expected to vest 955,531 $ 2.19 1,032,718 $ 2.90

Six Months Ended June 30, 2026 Six Months Ended June 30, 2025

Weighted- Average Fair Value at

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

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

The ESPP was approved by the Company's stockholders on April 21, 2020.

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

The ESPP was initially approved by the Company's stockholders on April 21, 2020.

On March 26, 2026 the Company's Board adopted an amendment to the ESPP ("ESPP First Plan Amendment") to increase the maximum number of shares of common stock authorized for issuance under the term of the ESPP by 500,000 shares.

The ESPP First Plan Amendment was subsequently approved by stockholders on May 15, 2026.

The ESPP provides eligible employees the opportunity to purchase shares of the Company's common stock through payroll deductions during six-month offering periods.

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

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

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

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

As of June 30, 2026, 520,929 shares were eligible for purchase under the ESPP.

During each of the three and six months periods ended June 30, 2026, 43,209 shares were issued under the plan.

During each of the three and six-months periods ended June 30, 2025, 54,229 shares were issued under the plan.

The Company’s effective tax rate was 16 % and 26 % for the three and six months ended June 30, 2026, respectively, and 56 % and 10 % for the three and six months ended June 30, 2025, respectively.

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

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

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

• A tax benefit of $ 0.3 million during the three months ended June 30, 2026, and tax expense of $ 0.1 million and $ 0.6 million during the three and six months ended June 30, 2025, respectively, from the tax impacts of stock-based compensation awards.

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

• Tax expense of $ 0.1 million and $ 0.2 million during the three and six months ended June 30, 2026, respectively, from state income taxes.

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

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

EARNINGS PER SHARE

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

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net income (loss) $ 2,597 $ ( 841 ) $ 4,129 $ ( 10,592 )

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Add shares issuable from stock-based awards (1)

1,489 — 1,209 —

Weighted-average shares outstanding—diluted 42,093 45,354 42,218 45,429

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Dilutive shares issuable from unvested equity awards (1)

1,489 — 1,209 —

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

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

150 1,994 160 2,492

(1) During the three and six months ended June 30, 2025, 0.3 million and 0.4 million shares, respectively, were excluded from the computation of shares contingently issuable upon exercise as we recognized a net loss.

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

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

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

The CODM uses Adjusted EBITDA

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

to allocate resources to each segment, predominately through a budgeting and forecasting process.

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

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

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

Three Months Ended June 30, 2026 Three Months Ended June 30, 2025

By Reportable Segment:

CJ Dice Total CJ Dice Total

Revenues $ 15,554 $ 15,787 $ 31,341 $ 13,626 $ 18,401 $ 32,027

Adjusted cost of revenues 3,548 2,703 1,661 3,453

Adjusted product development 1,295 1,584 1,216 1,921

Adjusted sales 1,931 2,947 2,112 4,101

Adjusted marketing 1,663 2,605 1,552 2,781

Adjusted general and administrative 1,122 1,772 1,013 1,976

Adjusted EBITDA (1)

5,995 4,176 10,171 6,072 4,169 10,241

Reconciling Items:

Depreciation (3)

Amortization 303 —

Restructuring — 4,216

Severance, professional fees and related costs, and non-cash stock based compensation 1,751 1,782

Loss (income) from equity method investment 17 37

Interest expense and other 687 619

Unallocated amounts:

Other corporate expenses 1,855 1,747

Income (loss) before income taxes $ 3,108 $ ( 1,921 )

Capital Expenditures (2)(4)

$ 649 $ 918 $ 1,567 $ 306 $ 1,594 $ 1,900

(1) Excludes deduction for other corporate expenses.

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

(3) Depreciation was $ 0.5 million and $ 1.9 million for ClearanceJobs and Dice, respectively, for the three months ended June 30, 2026.

Depreciation was $ 0.9 million and $ 2.9 million for ClearanceJobs and Dice, respectively, for the three months ended June 30, 2025.

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

DHI GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

Six Months Ended June 30, 2026 Six Months Ended June 30, 2025

By Reportable Segment:

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

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

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

(3) Depreciation was $ 1.2 million and $ 4.0 million for ClearanceJobs and Dice, respectively, for the six months ended June 30, 2026.

Depreciation was $ 1.6 million and $ 6.2 million for ClearanceJobs and Dice, respectively, for the six months ended June 30, 2025.

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

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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 1. Financial Statements