What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-05 compared with 2026-05-05 · 244 added, 165 removed, 267 unchanged (61% of the section changed)

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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

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 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;

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 include, but are not limited to, our ability to execute our tech-focused strategy, a write-off of all or a part of our goodwill and intangible assets, backlog not accurately representing future revenue, competition from existing and future competitors in the highly competitive markets in which we operate, failure to adapt our business model to keep pace with rapid changes in the recruiting and career services business and the development of new products and services, macroeconomic conditions, including government shutdowns, the impact of initiatives to restructure or streamline government agencies, such as DOGE, the risk that AI models will reduce demand for technology professionals in the workforce, failure to maintain and develop our reputation and brand recognition, failure to increase or maintain the number of customers who purchase recruitment packages, failure to attract qualified professionals to our websites or grow the number of qualified professionals who use our websites, a review of strategic alternatives may occur from time to time and the possibility that such review will not result in a transaction, 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 failure to enforce our ownership of intellectual property, failure to attract and retain users who create and post original content on our web properties, taxation risks in various jurisdictions and the potential for unfavorable decisions related to tax assessments, taxation risks impacting our liability or past sales, and ability to make future sales, downturns in our customers' businesses, our indebtedness and our ability to borrow funds under our revolving credit facility or refinance our indebtedness, restrictions on our current and future operations under such indebtedness, development and use of artificial intelligence, failure to timely and efficiently scale, adapt and maintain our technology and infrastructure, capacity constraints, system failures or breaches of network security, usefulness of our candidate profiles to our customers, decreases in our user engagement, changes in search engines' methodologies, failure to halt operations of third-party websites aggregating our data, our reliance on third-party hosting facilities, our compliance with laws and regulations, U.S.

and foreign government regulation of the Internet and taxation, failure to attract or retain key executives and personnel, our ability to navigate the cyclicality or downturns of the U.S.

and worldwide economies, 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 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 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 may make 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.”

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

DHI’s brands, ClearanceJobs and Dice, enable recruiters and hiring managers to efficiently search, match

and connect with highly skilled technologists in specialized fields, particularly technology and active government security clearance.

DHI’s brands, ClearanceJobs and Dice, enable recruiters and hiring managers to efficiently search, match and connect with highly skilled technologists in specialized fields, particularly technology and active government security clearance.

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

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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

The tables below detail this customer data (dollars in thousands).

As of June 30, Increase (Decrease) Percent

Recruitment Package Customers:

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Average Annual Revenue per Recruitment Package Customer (1)

Three months ended March 31, 2026

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

2026 2025 Increase (Decrease) Percent

Change 2026 2025 Increase (Decrease) Percent

ClearanceJobs $ 28,255 $ 26,026 $ 2,229 9 % $ 27,770 $ 25,916 $ 1,854 7 %

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

ClearanceJobs had 1,741 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.

ClearanceJobs had 1,735 recruitment package customers as of June 30, 2026 compared to 1,868 as of June 30, 2025, a decrease of 7%, and average annual revenue per recruitment package customer increased $2,229, or 9%, 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.

The lower customer count was due to lower renewals for ClearanceJobs' smaller customers, who remain uncertain around the timing and amount of federal defense contracting.

Dice had 3,702 recruitment package customers as of June 30, 2026, which was a decrease of 663, or 15%, and average annual revenue per recruitment package customer for Dice increased by $465, or 3%, from the prior year quarter.

The decrease in recruitment package customers was due to macroeconomic conditions causing lower renewals for Dice's smaller customers.

The increase in revenue per recruitment package customer was due to the churn in Dice's smaller customers.

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

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

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

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

A summary of our deferred revenue and backlog is as follows (dollars in thousands):

Comparison to Prior Year End Comparison Year Over Year

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

Backlog at 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.

Backlog at June 30, 2026 decreased $7.3 million from December 31, 2025 and decreased $8.9 million from June 30, 2025.

The decrease in backlog compared to both December 31, 2025 and June 30, 2025 was due to macroeconomic conditions causing lower demand for Dice's services while ClearanceJobs backlog increased as compared to June 30, 2025 and was flat as compared to December 31, 2025.

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

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Product Releases

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

Premium Candidate Experience Features, Promoted Jobs, Re-architected Agile ATS for multi-tenancy, Replaced Core Search Architecture ClearanceJobs Expanded Multi-Factor Authentication, ClearanceJobs Live Enhancements, Candidate Experience Personalization, AgileATS, Premium Candidate Experience

Dice Screeners, Dice Model Context Protocol (MCP) Server, Upgraded Dice Candidate Profile, AI applicant Scoring 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.

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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.

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

Three Months Ended March 31, Increase (Decrease) Percent

Three Months Ended June 30, 2026 Compared to the Three Months Ended June 30, 2025

Three Months Ended June 30, Increase (Decrease) Percent

(in thousands, except percentages)

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Total revenue $ 31,341 $ 32,027 $ (686) (2) %

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.

For the three months ended June 30, 2026, we experienced a decrease in revenue of $0.7 million, or 2%, as compared to the three months ended June 30, 2025.

Revenues for ClearanceJobs increased $1.9 million, or 14%, 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.

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

Revenue at Dice decreased $2.6 million, or 14%, compared to the same period in 2025 due to macroeconomic conditions driving lower renewal rates.

Cost of Revenue

Three Months Ended March 31, Increase (Decrease) Percent

Three Months Ended June 30, Increase (Decrease) Percent

(in thousands, except percentages)

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Percentage of revenue 20.1 % 16.0 %

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.

Product Development Expenses

Three Months Ended March 31, Increase (Decrease) Percent

Cost of revenue expenses increased $1.2 million, or 23% from the prior year.

The ClearanceJobs segment increased $1.9 million primarily due to an increase of $1.8 million in compensation related costs, primarily due to compensation costs relating to the PSG acquisition.

The Dice segment decreased $0.7 million primarily due to a decrease of $0.4 million in compensation related costs, primarily due to lower headcount and $0.2 million in operational costs, including professional fees.

Product Development

Three Months Ended June 30, Increase (Decrease) Percent

(in thousands, except percentages)

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Product development expenses decreased $0.2 million, or 7% 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

The ClearanceJobs segment increased $0.1 million primarily due to $0.4 million increase in compensation related costs, primarily from increased headcount, partially offset by $0.2 million of higher capitalized labor.

The Dice segment decreased $0.3 million primarily due

to $1.0 million of lower compensation related costs, primarily due to lower headcount.

The decrease was partially offset by $0.7 million of lower capitalized labor.

Sales and Marketing

Three Months Ended June 30, Increase (Decrease) Percent

(in thousands, except percentages)

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Dice 5,581 6,882 (1,301) (19) %

Other corporate expenses — 82 (82) (100) %

Other corporate expenses — — — n.m.

Total sales and marketing $ 9,259 $ 10,546 $ (1,287) (12) %

Percentage of revenue 29.5 % 32.9 %

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

Sales and marketing expenses decreased $1.3 million, or 12% from the same period of the prior year.

The ClearanceJobs segment was primarily flat to prior year.

The Dice segment decreased by $1.3 million primarily due to a $1.4 million decrease in compensation related costs, primarily related to lower headcount and commissions.

General and Administrative

Three Months Ended June 30, Increase (Decrease) Percent

(in thousands, except percentages)

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Percentage of revenue 20.1 % 20.3 %

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.

Three Months Ended March 31, Increase (Decrease) Percent

General and administrative expenses decreased $0.2 million, or 4% from the same period of the prior year.

The ClearanceJobs segment increased $0.3 million due to an increase in compensation related costs.

The Dice segment decrease of $0.2 million was driven by a decrease in compensation related costs, primarily stock-based compensation.

Other corporate expenses decreased by $0.3 million driven by a decrease in compensation related costs, primarily stock-based compensation.

Three Months Ended June 30, Increase (Decrease) Percent

(in thousands, except percentages)

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Depreciation expense decreased $1.3 million, or 35%, 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.

Three Months Ended March 31, Increase (Decrease) Percent

The ClearanceJobs segment decreased $0.3 million and the Dice segment decreased $1.0 million, in each case as fixed asset purchases, which are primarily comprised of capitalized development costs, have declined.

Three Months Ended June 30, Increase (Decrease) Percent

(in thousands, except percentages)

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Restructuring

Three Months Ended March 31, Increase (Decrease) Percent

Three Months Ended June 30, Increase (Decrease) Percent

(in thousands, except percentages)

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Percentage of revenue — % 13.2 %

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%.

During the three months ended June 30, 2025, the Company recorded a restructuring charge of $4.2 million intended to streamline its operations, drive business objective, reduce operating expenses and improve operating margins.

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

Operating Income (Loss)

Three Months Ended June 30, Increase (Decrease) Percent

(in thousands, except percentages)

Revenue $ 31,341 $ 32,027 $ (686) (2) %

Operating income (loss) 3,812 (1,265) 5,077 (401) %

Operating margin 12.2 % (3.9) %

Operating income for the three months ended June 30, 2026 was $3.8 million, a positive operating margin of 12.2%, compared to operating loss of $1.3 million, a negative operating margin of 3.9%, for the same period in 2025, an increase of $5.1 million.

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

Income (Loss) from Equity Method Investment

Three Months Ended June 30, Increase (Decrease) Percent

(in thousands, except percentages)

Income (loss) from equity method investment $ (17) $ (37) $ 20 (54) %

Percentage of revenue (0.1) % (0.1) %

Income (loss) from equity method investment was approximately flat compared to the same period of the prior year.

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 June 30, Increase (Decrease) Percent

(in thousands, except percentages)

Interest expense and other $ 687 $ 619 $ 68 11 %

Percentage of revenue 2.2 % 1.9 %

Interest expense and other increased $0.1 million, or 11%, from the prior year, due to higher debt outstanding on our revolving credit facility during the current period.

See Note 11 to the condensed consolidated financial statements included elsewhere in this report for additional information.

Three Months Ended June 30,

(in thousands, except

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

Income tax expense (benefit) 511 (1,080)

Effective tax rate 16.4 % 56.2 %

The effective tax rate for the three months ended June 30, 2026 differed from the statutory rate due to a tax benefit of $0.3 million from the tax impacts of stock-based compensation awards and tax expense of $0.1 million from state income taxes.

The tax rate for the three months ended June 30, 2025 differed from the statutory rate due to tax expense of $0.1 million from the tax impacts of stock-based compensation awards and a tax benefit of $0.4 million from the completion of a federal tax examination related to research credits.

Earnings (Loss) per Share

Three Months Ended June 30,

(in thousands, except

per share amounts)

Net income (loss) $ 2,597 $ (841)

Weighted-average shares outstanding - basic 40,604 45,354

Weighted-average shares outstanding - diluted 42,093 45,354

Basic earnings (loss) per share $ 0.06 $ (0.02)

Diluted earnings (loss) per share $ 0.06 $ (0.02)

Diluted earnings (loss) per share was $0.06 and $(0.02) for the three months ended June 30, 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.

Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025.

Six Months Ended June 30, Increase (Decrease) Percent

(in thousands, except percentages)

ClearanceJobs $ 29,550 $ 27,003 $ 2,547 9 %

Dice 31,484 37,325 (5,841) (16) %

Total revenue $ 61,034 $ 64,328 $ (3,294) (5) %

We experienced a decrease in revenue of $3.3 million, or 5% during the six month period ended June 30, 2026 as compared to the six month period ended June 30, 2025.

Revenue at ClearanceJobs increased by $2.5 million, or 9%, as compared to the same period in 2025.

Continued demand for professionals with government clearance, consistent product releases and enhancements and the acquisition of PSG drove the increase.

Revenue at Dice decreased by $5.8 million, or 16%, compared to the prior year due to macroeconomic conditions driving lower renewal rates.

Cost of Revenue

Six Months Ended June 30, Increase (Decrease) Percent

(in thousands, except percentages)

Cost of revenue

ClearanceJobs $ 5,653 $ 3,444 $ 2,209 64 %

Dice 5,405 6,970 (1,565) (22) %

Other corporate expenses — 66 (66) (100) %

Total cost of revenue $ 11,058 $ 10,480 $ 578 6 %

Percentage of revenue 18.1 % 16.3 %

Cost of revenue expenses increased $0.6 million, or 6%, from the prior year period.

The ClearanceJobs segment increased $2.2 million primarily due to a $2.3 million increase in compensation related costs primarily due to compensation costs relating to the PSG acquisition, partially offset by higher capitalized labor of $0.2 million.

The Dice segment decreased $1.6 million compared to the prior year period due to a $1.0 million decrease in compensation related costs, primarily headcount and commissions, a $0.4 million decrease in operational costs, primarily professional fees and cloud computing, and a $0.2 million decrease in software subscriptions.

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

Product Development

Six Months Ended June 30, Increase (Decrease) Percent

(in thousands, except percentages)

Product development

ClearanceJobs $ 2,875 $ 2,568 $ 307 12 %

Dice 3,138 4,197 (1,059) (25) %

Other corporate expenses — 215 (215) (100) %

Total product development $ 6,013 $ 6,980 $ (967) (14) %

Percentage of revenue 9.9 % 10.9 %

Product development expense decreased $1.0 million, or 14%, from the prior year period.

The ClearanceJobs segment increased $0.3 million driven by $0.7 million of higher compensation related costs, primarily from increased headcount, partially offset by higher capitalized labor of $0.4 million.

The Dice segment decreased $1.1 million primarily due to lower compensation

related costs of $2.3 million due to lower headcount, which was partially offset by lower capitalized labor of $1.3 million.

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

Sales and Marketing

Six Months Ended June 30, Increase (Decrease) Percent

(in thousands, except percentages)

Sales and marketing

ClearanceJobs $ 7,377 $ 7,311 $ 66 1 %

Dice 10,874 14,276 (3,402) (24) %

Other corporate expenses — 82 (82) (100) %

Total sales and marketing $ 18,251 $ 21,669 $ (3,418) (16) %

Percentage of revenue 29.9 % 33.7 %

Sales and marketing expenses decreased $3.4 million, or 16% from the prior year period.

The ClearanceJobs segment increased $0.1 million primarily due to compensation related costs.

The Dice segment decreased $3.4 million driven by lower compensation related costs of $3.2 million due to lower headcount and commissions and a $0.2 million decrease in discretionary marketing expenses.

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

General and Administrative

Six Months Ended June 30, Increase (Decrease) Percent

(in thousands, except percentages)

General and administrative

ClearanceJobs $ 2,727 $ 2,607 $ 120 5 %

Dice 4,450 5,361 (911) (17) %

Other corporate expenses 5,874 5,746 128 2 %

Total general and administrative $ 13,051 $ 13,714 $ (663) (5) %

Percentage of revenue 21.4 % 21.3 %

General and administrative expense decreased $0.7 million, or 5%, from the prior year.

The ClearanceJobs segment increased $0.1 million driven by higher compensation related costs.

The Dice segment decreased $0.9 million due to a decrease in compensation related costs, primarily stock-based compensation and headcount.

Other corporate expenses increased by $0.1 million driven by an increase in compensation related costs, primarily due to headcount.

Six Months Ended June 30, Increase (Decrease) Percent

(in thousands, except percentages)

ClearanceJobs $ 1,231 $ 1,576 $ (345) (22) %

Dice 4,016 6,169 (2,153) (35) %

Other corporate expenses — — — n.m.

Total depreciation $ 5,247 $ 7,745 $ (2,498) (32) %

Percentage of revenue 8.6 % 12.0 %

Depreciation expense decreased $2.5 million, or 32%, compared to the same period in 2025.

The ClearanceJobs segment decreased $0.3 million and the Dice segment decreased by $2.2 million, in each case as fixed asset purchases, which are primarily comprised of capitalized development costs, have declined.

Six Months Ended June 30, Increase (Decrease) Percent

(in thousands, except percentages)

ClearanceJobs $ 538 $ — $ 538 — %

Dice — — — n.m.

Other corporate expenses — — — n.m.

Total amortization $ 538 $ — $ 538 — %

Percentage of revenue 0.9 % — %

Amortization expense increased $0.5 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

Six Months Ended June 30, Increase (Decrease) Percent

(in thousands, except percentages)

Restructuring

ClearanceJobs $ — $ 372 $ (372) (100) %

Dice — 3,844 (3,844) (100) %

Other corporate expenses — 2,270 (2,270) (100) %

Total restructuring $ — $ 6,486 $ (6,486) n.m.

Percentage of revenue — % 10.1 %

During the six months ended June 30, 2025, the Company recorded a restructuring charge of $6.5 million intended to streamline its operations, drive business objectives, reduce operating expenses and improve operating margins.

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

Impairment of Goodwill

Three Months Ended March 31, Increase (Decrease) Percent

Six Months Ended June 30, Increase (Decrease) Percent

(in thousands, except percentages)

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Other corporate expenses — — — n.m.

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

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

Percentage of revenue — % 12.1 %

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.

During the six months ended June 30, 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

Six Months Ended June 30, Increase (Decrease) Percent

(in thousands, except percentages)

Revenue $ 61,034 $ 64,328 $ (3,294) (5) %

Operating income (loss) 3,064 (9,281) 12,345 (133) %

Operating income (loss) 6,876 (10,546) 17,422 n.m.

Operating margin 11.3 % (16.4) %

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.

Operating income (loss) for the six months ended June 30, 2026 was $6.9 million, a positive operating margin of 11.3%, compared to operating loss of $10.5 million, a negative operating margin of 16.4%, for the same period in 2025, an increase of $17.4 million.

The increase in operating income and percentage operating 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

Six Months Ended June 30, Increase (Decrease) Percent Change

(in thousands, except percentages)

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

Income (loss) from equity method investment $ (40) $ 27 $ (67) n.m.

Percentage of revenue (0.1) % — %

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.

Income (loss) from equity method investment was approximately flat compared to the same period of the prior year.

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

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Interest Expense and Other

Three Months Ended March 31, Increase (Decrease) Percent

Six Months Ended June 30, Increase (Decrease) Percent

(in thousands, except percentages)

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Percentage of revenue 2.0 % 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.

Three Months Ended March 31,

Interest expense and other was approximately flat compared to the same period in 2025.

Six Months Ended June 30,

(in thousands, except

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Effective tax rate 26.2 % 10.2 %

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.

Our effective tax rate for the six months ended June 30, 2026 differed from the statutory rate due to tax expense of $0.2 million from state income taxes.

The tax rate for the six months ended June 30, 2025 differed from the statutory rate due to tax expense of $0.6 million from the tax impacts of share-based compensation awards, tax expense of $1.9 million from nondeductible impairment charges, and a tax benefit of $0.4 million from the completion of a federal tax examination related to research credits.

Earnings (Loss) per Share

Three Months Ended March 31,

Six Months Ended June 30,

(in thousands, except

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Diluted earnings (loss) per share $ 0.10 $ (0.23)

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.

Diluted earnings (loss) per share was $0.10 and $(0.23) for the six months ended June 30, 2026 and 2025, respectively.

The increase was driven by higher operating income, as described above, partially offset by a higher income tax expense.

Non-GAAP Financial Measures

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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,

A reconciliation of Adjusted EBITDA for the six months ended June 30, 2026 and 2025 follows (in thousands):

Six Months Ended June 30,

Reconciliation of Net Income (Loss) to Adjusted EBITDA:

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Adjusted EBITDA $ 16,460 $ 15,475

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

Three Months Ended March 31,

A reconciliation of Adjusted EBITDA Margin for the six months ended June 30, 2026 and 2025 follows (in thousands):

Six Months Ended June 30,

Revenue $ 61,034 $ 64,328

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Liquidity and Capital Resources

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

Three Months Ended March 31,

A summary of our cash flows for the six months ended June 30, 2026 and 2025 follows (in thousands):

Six Months Ended June 30,

Cash from operating activities $ 14,509 $ 9,114

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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.

At June 30, 2026, we had cash of $3.8 million compared to $2.9 million at December 31, 2025.

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

In addition, we had $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, we had $38.0 million in borrowing capacity under our $70.0 million Credit Agreement, as defined below, at June 30, 2026.

Under our 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 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 Credit Agreement may refuse or be unable to satisfy their commitment to lend to us, we may violate one or more of our covenants or financial ratios contained in our Credit Agreement or we may need to refinance our debt and be unable to do so.

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

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

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

Net cash flows from operating activities were $14.5 million and $9.1 million for the six month periods ended June 30, 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.

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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.

Cash used in investing activities during the six month period ended June 30, 2026 was $8.4 million compared to $4.2 million used in the same period of 2025.

Cash used in investing activities in the six month period ended June 30, 2026 is comprised of $5.2 million of payments for acquisition and $3.3 million of fixed asset purchases, which are primarily capitalized development costs.

Cash used in investing activities in the six month period ended June 30, 2025 is primarily comprised of 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.

Cash used in financing activities during the six month period ended June 30, 2026 was $5.2 million and was driven by $6.7 million related to share repurchases and $0.6 million of financing costs, partially offset by $2.0 million of net proceeds on long-term debt.

Cash used in financing activities during the six month period ended June 30, 2025 was $5.8 million and was driven by $3.9 million related to share repurchases and $2.0 million of net payments on long-term debt.

Critical Accounting Estimates

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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.

In April 2026, the Company entered into a new credit agreement (the "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 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 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.

Borrowings under the 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.

Assuming an interest rate of 6.14% on our current borrowings, interest payments were expected to be $1.0 million from July 1, 2026 to December 31, 2026, $2.0 million for each of 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.

The 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 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;

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and incurring additional indebtedness.

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

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 Credit Agreement replaced the Company's prior Third Amended and Restated Credit Agreement entered into in June 2022 (the "Prior Credit Agreement").

The Prior Credit Agreement provided for a revolving loan facility of $100 million, with an expansion option of $50 million, and bore interest at a margin of 2.00% to 2.75% on SOFR loans and 1.00% to 1.75% on base rate loans.

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

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

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

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

Company will exercise the option.

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

No leases include options to purchase the leased property.

As of 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.

As of June 30, 2026, the value of our lease right-of-use asset was $4.2 million and the value of our lease liability was $8.7 million.

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

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Other Capital Requirements

As of 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.

As of June 30, 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 June 30, 2026, are $0.6 million of tax benefits that would affect the effective tax rate if recognized.

Following the expiration of the board's prior authorization of a $5 million stock repurchase plan in January 2026, in 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.

During the six months ended June 30, 2026, the Company repurchased 2.2 million shares for $5.8 million under the plans.

As of June 30, 2026, the value of shares available to be purchased under the current plan was $4.5 million.

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

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis