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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this Annual Report. Certain statements we make under this Item 7 constitute “Forward-Looking Statements” under the Private Securities Litigation Reform Act of 1995, the Securities Act and the Exchange Act. See also “Note Concerning Forward-Looking Statements.”

You should keep in mind that any forward-looking statement made by us herein, or elsewhere, speaks only as of the date on which it is made. New risks and uncertainties come up from time to time, and it is impossible to predict these events or how they may affect us. We have no obligation to update any forward-looking statements after the date hereof, except as required by applicable federal securities law.

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Overview

We are 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. Professionals find ideal employment opportunities, relevant job advice and personalized data that help manage their technologists' lives.

In online recruitment, we specialize in employment categories in which there has been a long-term scarcity of highly skilled, highly qualified professionals relative to market demand, specifically technologists who work in a variety of industries or have active government security clearances. Our websites serve as online two-sided marketplaces where employers and recruiters source and connect with prospective employees, and where technologists find relevant job opportunities, data and information to further their careers. Our websites offer job postings, news and content, career development and recruiting services tailored to the specific needs of the professional community that each website serves.

We have been in the recruiting and career development business for 35 years. In connection with the organizational restructuring in the first quarter of 2025, as described in Note 5 to the accompanying consolidated financial statements, the Company changed its reportable segments to reflect the current operating structure. Accordingly, prior periods have been recast to reflect the current segment presentation. Management has organized its reportable segments based upon our internal management reporting and information provided to the chief operating decision maker "CODM" after the restructuring was completed.

The Company previously reported one segment, Tech-focused. Information previously reported in the Tech-focused segment has been separated into ClearanceJobs ("CJ") and Dice, and the Company has two reportable segments: ClearanceJobs and Dice. See Note 19 of the notes to the consolidated financial statements for additional disclosures.

Recent Developments

None.

Our Revenues and Expenses

We derive the majority of our revenues from customers who pay fees, either annually, quarterly or monthly, to post jobs on our websites and to access our searchable databases of resumes. Our fees vary by customer based on the number of individual users of our databases of resumes, the number and type of job postings and profile views purchased and the terms of the packages purchased. Our Company sells recruitment packages that can include access to our databases of resumes and job posting capabilities. We believe the key metrics that are material to an analysis of our businesses are our total number of ClearanceJobs and Dice recruitment package customers and the revenue, on average, that these customers generate. The tables below detail this customer data.

Recruitment Package Customers

Increase (Decrease) PercentChange

Recruitment Package Customers: December 31, 2025 December 31, 2024

Average Annual Revenue per Recruitment Package Customer (1)

FY 2025 FY 2024 Increase (Decrease) PercentChange

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ClearanceJobs had 1,775 recruitment package customers as of December 31, 2025 compared to 1,949 as of December 31, 2024, a 9% decrease, and average revenue per recruitment package customer increased 9%. The decrease in recruitment package customers was due to lower renewals for ClearanceJobs' smaller customers as uncertainty continued around the timing of federal defense contracting. The increase in average annual revenue per recruitment package customer for ClearanceJobs was due to continued high demand for professionals with government clearance and consistent product releases and enhancements driving activity on the site, along with lower renewals for its smaller customers. Dice had 4,132 recruitment package customers as of December 31, 2025, which was a decrease of 579 , or 12%, and average annual revenue per recruitment package customer for Dice decreased 3% for the year ended December 31, 2025. The decrease in recruitment package customers and the average annual revenue per recruitment package customer was due to macroeconomic conditions causing customer counts and retention rates to decline.

Deferred revenue, as shown on the 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:

(in thousands, except percentages)

Deferred revenue at December 31, 2025 was $39.9 million, a decrease of $5.5 million, or 12%, from December 31, 2024 and backlog at December 31, 2025 was $99.6 million, a decrease of $5.2 million, or 5%, from December 31, 2024. The decreases in deferred revenue and backlog are primarily due to macroeconomic conditions continuing to slow the hiring of technologists, causing lower demand for the Company's services.

To a lesser extent, we also generate revenue from advertising on our various websites or from lead generation and marketing solutions provided to our customers. Advertisements include various forms of rich media and banner advertising, text links, sponsorships, and custom content marketing solutions. Lead generation information utilizes advertising and other methods to deliver leads to a customer.

The Company continues to evolve and develop new software products and features to attract and engage qualified professionals and match them with employers. Our ability to grow our revenues will largely depend on our ability to grow our customer bases in the markets in which we operate by acquiring new customers while retaining a high proportion of the customers we currently serve, and to expand the breadth of services our customers purchase from us. We continue to make investments in our business and infrastructure to help us achieve our long-term growth objectives, such as the innovative products in the table below.

Product Releases

Other material factors that may affect our results of operations include, but are not limited to, our ability to attract qualified professionals that become engaged with our websites and our ability to attract customers with relevant job opportunities. The more qualified professionals that use our websites, the more attractive our websites become to employers and advertisers, which in turn makes them more likely to become our customers, positively impacting our results of operations. If we are unable to continue to attract qualified professionals to engage with our websites, our customers may no longer find our services attractive,

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which could have a negative impact on our results of operations. Additionally, we need to ensure that our websites remain relevant in order to attract qualified professionals to our websites and to engage them in high-value tasks, such as posting resumes and applying to jobs.

The largest components of our expenses are personnel costs and marketing and sales expenditures. Personnel costs consist of salaries, benefits, and incentive compensation for our employees, including commissions for salespeople. Personnel costs are categorized in our statements of operations based on each employee’s principal function. Marketing expenditures primarily consist of online advertising, brand promotion and lead generation to employers and job seekers.

Critical Accounting Estimates

This discussion of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates, judgments and assumptions that affect the reported amount of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. We evaluate our estimates, including our critical accounting estimates, on an ongoing basis. We based our estimates of the carrying value of certain assets and liabilities on historical experience and on various other assumptions that we believe are reasonable. In many cases, we could reasonably have used different accounting policies and estimates. In some cases, changes in the accounting estimates are reasonably likely to occur from period to period. Our actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting estimates affect our more significant judgments used in the preparation of our consolidated financial statements.

Goodwill

The amount of goodwill as of December 31, 2025 allocated to the ClearanceJobs and Dice reporting units was $97.7 million and $22.9 million, respectively. We record goodwill when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible asset acquired.

We determine whether the carrying value of recorded goodwill is impaired on an annual basis or more frequently if indicators of potential impairment exist. In testing goodwill for impairment, a qualitative assessment can be performed and if it is determined that the fair value of the reporting unit is more likely than not less than the carrying amount, the impairment review process compares the fair value of the reporting unit in which the goodwill resides to the carrying value of that reporting unit. If the fair value of the reporting unit is less than its carrying amount, an impairment charge is recorded for the amount the carrying value exceeds the fair value.

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

The prior Tech-focused reporting unit's goodwill of $128.1 million was allocated to ClearanceJobs and Dice based on their relative fair values, which resulted in goodwill for ClearanceJobs and Dice of $97.4 million and $30.7 million, respectively.

The impairment test performed immediately after the allocation for the ClearanceJobs reporting unit indicated that the fair value was substantially in excess of the carrying value as of the date of the organizational restructuring. The impairment test performed immediately after the allocation for the Dice reporting unit resulted in the Company recording an impairment charge of $7.8 million during the first quarter of 2025. The Dice projections utilized in the organizational restructuring impairment test included increasing revenues at rates approximating industry growth projections.

The annual impairment test for the ClearanceJobs and Dice reporting units are performed on October 1 of each year. The Company’s ability to achieve the projections used in the annual impairment tests may be impacted by, among other things, general market conditions, competition in the technology recruiting market, challenges in developing and introducing new products and product enhancements to the market, and the Company’s ability to attribute value delivered to customers. If future cash flows that are attributable to the ClearanceJobs and Dice reporting units are not achieved, the Company could realize an impairment in a future period.

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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. Results for the ClearanceJobs and Dice reporting units for the fourth quarter of 2025 and estimated future results as of December 31, 2025 approximate the projections used in the October 1, 2025 analysis. 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 December 31, 2025. No impairment was recorded during the three month period ended December 31, and the years ended December 31, 2024 and 2023.

It is reasonably possible that changes in judgments, assumptions and estimates the Company made in assessing the fair value of goodwill could cause the Company to consider some portion or all of the goodwill of the reporting units to become impaired. In addition, a future decline in the overall market conditions, political instability, and/or changes in the Company’s market share could negatively impact the estimated future cash flows and discount rates used to determine the fair value of the reporting units and could result in an impairment charge in the foreseeable future.

The determination of whether or not goodwill has become impaired is judgmental in nature and requires the use of estimates and key assumptions, particularly assumed discount rates and projections of future operating results, such as forecasted revenues and earnings before interest, taxes, depreciation and amortization margins and capital expenditure requirements. Fair values are determined by using a combination of a discounted cash flow methodology and a market comparable method. The discounted cash flow methodology is based on projections of the amounts and timing of future revenues and cash flows, assumed discount rates and other assumptions as deemed appropriate. We consider factors such as historical performance, anticipated market conditions, operating expense trends and capital expenditure requirements. Additionally, the discounted cash flows analysis takes into consideration cash expenditures for product development, other technological updates and advancements to our websites and investments to improve our candidate databases. The market comparable method indicates the fair value of a business by comparing it to publicly traded companies in similar lines of business or to comparable transactions or assets. Considerations for factors such as size, growth, profitability, risk and return on investment are analyzed and compared to the comparable businesses and adjustments are made. A market value of invested capital of the publicly traded companies is calculated and then applied to the entity’s operating results to arrive at an estimate of value. Changes in our strategy and/or market conditions could significantly impact these judgments and require adjustments to recorded amounts of goodwill.

Indefinite-Lived Acquired Intangible Assets

Dice Trademarks and Brand Name

As of December 31, 2025, the Company had an indefinite-lived acquired intangible asset of $14.2 million related to the Dice trademarks and brand name. The Dice trademarks and trade name is one of the most recognized names of online technology recruiting and career development. Since Dice’s inception in 1991, the brand has been recognized as a leader in recruiting and career development services for technology and engineering professionals. Currently, the brand is synonymous with the most specialized online marketplace for industry-specific technologists. The brand has a significant presence in online recruiting and career development services. Considering the recognition and the awareness of the Dice brand in the talent acquisition and staffing services market, Dice’s long operating history and the intended use of the Dice brand, the remaining useful life of the Dice trademark, trade name and domain name was determined to be indefinite.

We determine whether the carrying value of our recorded indefinite-lived acquired intangible asset is impaired on an annual basis or more frequently if indicators of potential impairment exist. The impairment review process is performed on October 1 of each year and compares the fair value of the indefinite-lived acquired intangible asset to its carrying value. If the carrying value exceeds the fair value, an impairment loss is recorded.

During the third quarter of 2025, because of the continuing impacts of tariffs, DOGE, and artificial intelligence (AI) models lowering the demand for technology professionals, when combined with the demand impacts of uncertainty surrounding the U.S. federal budget during the quarter, and the subsequent shut-down of the U.S. government, the Company recorded an impairment charge of $9.6 million, reducing the carrying value of the Dice trademarks and brand name to $14.2 million.

The projections utilized in the October 1, 2025 analysis included lower revenues in the near term due to tariffs, DOGE initiatives, AI, and uncertainty surrounding the U.S. government budget and then increasing revenues at rates approximating industry growth projections. The Company’s ability to achieve the projections used in the October 1, 2025 analysis may be impacted by, among other things, competition in the technology recruiting market, challenges in developing and introducing new products and product enhancements to the market and the Company’s ability to attribute value delivered to customers. If

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

The determination of whether or not indefinite-lived acquired intangible asset has 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 asset. Fair values are determined using a profit allocation methodology which estimates the value of the trademark and brand name by capitalizing the profits saved because the company owns the asset. We consider factors such as historical performance, anticipated market conditions, revenues, operating expense trends and capital expenditure requirements. Changes in our strategy and/or changes in market conditions could significantly impact these judgments and require adjustments to recorded amounts of the intangible asset. If projections are not achieved, the Company could realize an impairment in the foreseeable future.

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Results of Operations

A discussion of our comparison between 2025 and 2024 is presented below. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 11, 2025, which is available free of charge on the SEC’s website at www.sec.gov and our corporate website (www.dhigroupinc.com).

Our historical financial information discussed in this Annual Report has been derived from the Company’s financial statements and accounting records for the years ended December 31, 2025 and 2024. Consolidated operating results in dollars and as a percent of revenue follows:

For the year ended December 31,

Operating expenses:

Impairment of intangible assets 9,600 — 9,600

Impairment of right-of-use asset 1,379 — 1,379

For the year ended December 31,

Operating expenses:

Product development 10.0 % 13.3 %

Sales and marketing 31.2 % 33.4 %

General and administrative 21.2 % 21.2 %

Amortization 0.3 % — %

Restructuring 5.1 % 0.8 %

Impairment of intangible assets 7.5 % — %

Impairment of goodwill 6.1 % — %

Impairment of right-of-use asset 1.1 % — %

Total operating expenses 108.9 % 95.5 %

Operating income (loss) (8.9) % 4.5 %

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Comparison of Years Ended December 31, 2025 and 2024

Revenues

Year Ended December 31, Increase (Decrease) PercentChange

(in thousands, except percentages)

We experienced a decrease in revenue of $14.1 million, or 10%. Revenues for ClearanceJobs increased by $0.7 million, or 1%, as compared to the same period of 2024, driven by continued demand for professionals with government clearance and consistent product releases and enhancements driving activity on the site. Revenue at Dice decreased by $14.8 million, or 17%, compared to the same period of 2024 due to macroeconomic conditions continuing to drive lower renewal rates, lower new business activity and lower activity with Dice's non-annual products.

Cost of Revenues

Year Ended December 31, Increase (Decrease) PercentChange

(in thousands, except percentages)

Cost of revenues

Other corporate expenses 67 69 (2) (3) %

Percentage of revenues 15.3 % 14.3 %

Cost of revenue decreased by $0.6 million, or 3%, from the prior period. The ClearanceJobs segment increased $0.7 million due to a $0.6 million increase in compensation related costs, primarily due to headcount, and an increase of $0.5 million in contract staffing costs, partially offset by a $0.4 million decrease in operational costs, primarily web hosting. The Dice segment decreased $1.3 million compared to the prior year period due to a $2.1 million decrease in compensation related costs, primarily headcount and commissions, partially offset by lower capitalized labor of $0.6 million, which increases expense, and a $0.3 million increase in operational costs, primarily contract staffing, professional fees, consulting, and contractor costs.

Product Development Expenses

Year Ended December 31, Increase (Decrease) PercentChange

(in thousands, except percentages)

Product development

Percentage of revenues 10.0 % 13.3 %

Product development expenses decreased $6.0 million, or 32%, from the prior year period. The ClearanceJobs segment increased $0.8 million driven by an increase of $0.4 million in compensation related costs, primarily due to headcount and $0.2 million increase in operational costs, primarily from consulting and travel.The Dice segment decreased $7.0 million primarily due to lower compensation related costs of $11.0 million due to lower headcount from the June 2025 restructure, a decrease of $0.4 million in operational costs, primarily consulting and software subscriptions, partially offset by lower capitalized labor of $4.5 million, which increases expense. Other corporate expenses increased $0.2 million due to compensation related costs that did not occur in the prior year period.

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Sales and Marketing Expenses

Year Ended December 31, Increase (Decrease) PercentChange

(in thousands, except percentages)

Sales and marketing

Percentage of revenues 31.2 % 33.4 %

Sales and marketing expenses decreased $7.6 million, or 16%, from the same period in 2024. The ClearanceJobs segment decreased $0.3 million driven by lower compensation related costs of $0.4 million due to lower headcount, partially offset by higher commissions. The Dice segment decreased $7.1 million driven by lower compensation related costs of $5.7 million due to lower headcount, a $1.1 million decrease in discretionary marketing expenses, and a $0.3 million decrease in operational costs, including consulting, travel and credit card fees. Other corporate expenses decreased 0.1 million due to compensation related costs that did not occur in the prior year period.

General and Administrative Expenses

Year Ended December 31, Increase (Decrease) PercentChange

(in thousands, except percentages)

General and administrative

Percentage of revenues 21.2 % 21.2 %

General and administrative costs decreased $2.9 million or 10%, from prior year. The ClearanceJobs segment decreased $0.4 million driven by $0.6 million of lower compensation related costs, primarily stock-based compensation, partially offset by an increase of $0.2 million in operational costs, primarily professional fees. The Dice segment decreased $1.5 million due to a $1.1 million decrease in compensation related costs, primarily stock-based compensation, and a $0.5 million decrease in operational costs, primarily software subscriptions and consulting. Other corporate expenses decreased $1.0 million driven by $1.6 million of lower compensation related costs, primarily stock-based compensation, partially offset by a $0.5 million increase in operational costs including professional fees, education and training, and company events.

Depreciation

Year Ended December 31, Increase (Decrease) PercentChange

(in thousands, except percentages)

Depreciation

Other corporate expenses — — — n.m.

Percentage of revenues 11.1 % 12.7 %

Depreciation expense decreased $3.7 million or 21% from the same period in 2024.The ClearanceJobs segment increased $0.3 million driven by depreciation related to capitalized development costs, which are recorded as fixed assets. The Dice segment decreased by $4.0 million as fixed asset purchases, which are primarily comprised of capitalized development costs, have declined.

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Amortization

Year Ended December 31, Increase (Decrease) PercentChange

(in thousands, except percentages)

Amortization

ClearanceJobs $ 333 $ — $ 333 — %

Dice — — — n.m.

Other corporate expenses — — — n.m.

Total amortization $ 333 $ — $ 333 — %

Percentage of revenues 0.3 % — %

Amortization expense increased $0.3 million compared to the same period in 2024 as $1.6 million of definite lived intangible assets were acquired by ClearanceJobs in the third quarter of 2025. See Note 9 to the consolidated financial statements included elsewhere in this report for additional information.

Restructuring

Year Ended December 31, Increase (Decrease) PercentChange

(in thousands, except percentages)

Restructuring

Other corporate expenses 2,270 — 2,270 — %

Percentage of revenues 5.1 % 0.8 %

During the years ended December 31, 2025 and 2024, the Company recorded restructuring charges of $6.5 million and $1.1 million, respectively, as part of organizational restructurings intended to streamline its operations, drive business objectives, reduce operating expenses and improve operating margins.

Impairment of Intangible Assets

Year Ended December 31, Increase (Decrease) PercentChange

(in thousands, except percentages)

Impairment of intangible assets

ClearanceJobs $ — $ — $ — n.m.

Other corporate expenses — — — n.m.

Total impairment of intangible assets $ 9,600 $ — $ 9,600 — %

Percentage of revenues 7.5 % — %

During the third quarter of 2025, the Company recorded a $9.6 million loss related to the impairment of intangible assets in the Dice segment. See Note 10 to the consolidated financial statements included elsewhere in this report for additional information.

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Impairment of Goodwill

Year Ended December 31, Increase (Decrease) PercentChange

(in thousands, except percentages)

Impairment of goodwill

ClearanceJobs $ — $ — $ — n.m.

Other corporate expenses — — — n.m.

Total impairment of goodwill $ 7,800 $ — $ 7,800 — %

Percentage of revenues 6.1 % — %

During the first quarter of 2025, the Company recorded a $7.8 million loss related to the impairment of goodwill in the Dice segment. See Note 11 to the consolidated financial statements included elsewhere in this report for additional information.

Impairment of right-of-use asset

Year Ended December 31, Increase (Decrease) PercentChange

(in thousands, except percentages)

Impairment of right-of-use asset

ClearanceJobs $ 552 $ — $ 552 — %

Other corporate expenses — — — n.m.

Total impairment of right-of-use asset $ 1,379 $ — $ 1,379 — %

Percentage of revenues 1.1 % — %

During the fourth quarter of 2025, due to headcount reductions, the Company began a search to sublease certain office space. As a result, the Company has performed an impairment analysis of the respective lease agreement. The fair value was determined using the present value of the expected sublease rentals that the Company expects could be generated over the remaining lease term. As a result, the Company recorded an impairment charge of $1.4 million in the fourth quarter of 2025, of which the ClearanceJobs segment was allocated $0.6 million and the Dice segment was allocated $0.8 million.

Operating Income (Loss)

Year Ended December 31, Increase (Decrease) PercentChange

(in thousands, except percentages)

Percentages of revenues (8.9) % 4.5 %

Operating loss for the year ended December 31, 2025 was $11.4 million, a negative margin of 8.9%, compared to operating income of $6.3 million, a margin of 4.5%, for the same period in 2024. The decrease in operating income and lower percentage margin was primarily driven by lower revenues and the restructuring and impairment charges, partially offset by lower product development, and sales and marketing, general and administrative, and depreciation expenses.

Income from equity method investment

Year Ended December 31, Increase (Decrease) PercentChange

(in thousands, except percentages)

Income from equity method investment $ 92 $ 225 $ (133) (59.1) %

Percentage of revenues 0.1 % 0.2 %

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During the years ended December 31, 2025 and 2024, the Company recorded $0.1 million and $0.2 million, respectively, of income related to its proportionate share of eFinancialCareers's ("eFC") net income. The Company records its proportionate share of eFC's net income three months in arrears. See Note 8 of the notes to consolidated financial statements for additional information.

Impairment of investments

Year Ended December 31, Increase (Decrease) PercentChange

(in thousands, except percentages)

Percentage of revenues 0.7 % 0.3 %

During the years ended December 31, 2025 and 2024, the Company recognized losses of $0.9 million and $0.4 million, respectively, related to the impairment of investments. See Note 8 of the notes to consolidated financial statements for additional information.

Interest Expense and Other

Year Ended December 31, Increase (Decrease) PercentChange

(in thousands, except percentages)

Percentage of revenues 1.9 % 2.3 %

Interest expense and other decreased by $0.7 million, or 23.2%, from the same period in 2024, primarily due to lower debt outstanding and lower interest rates on our revolving credit facility during the current period.

Income Taxes

Year Ended December 31,

(in thousands, exceptpercentages)

Income (loss) before income taxes $ (14,688) $ 2,950

Income tax expense (benefit) (1,178) 2,697

Effective tax rate 8.0 % 91.4 %

Our effective income tax rate was 8.0% and 91.4% for the years ended December 31, 2025 and 2024, respectively. The 2025 effective rate differed from the federal statutory rate primarily due to nondeductible impairments, the tax impact of stock-based compensation awards, deduction limits on executive compensation, and the completion of a federal tax examination related to research credits. The 2024 effective rate differed from the federal statutory rate primarily due to the tax impact of stock-based compensation awards, state taxes, deduction limitations on executive compensation, and tax credits for research and development.

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Earnings per Share

Year Ended December 31,

(in thousands, exceptper share amounts)

Weighted-average shares outstanding - basic 44,775 44,648

Weighted-average shares outstanding - diluted 44,775 45,090

Diluted earnings (loss) per share $ (0.30) $ 0.01

Diluted earnings (loss) per share was $(0.30) and $0.01 for the years ended December 31, 2025 and 2024, respectively. The decrease was driven by lower operating income and impairment of investments, partially offset by an income tax benefit, as described above.

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Comparison of Years Ended December 31, 2024 and 2023

Revenues

Year Ended December 31, Increase (Decrease) PercentChange

(in thousands, except percentages)

We experienced a decrease in revenue of $10.0 million, or 7%. Revenues for ClearanceJobs increased by $3.8 million, or 8%, as compared to the same period of 2023, driven by continued high demand for professionals with government clearance and consistent product releases and enhancements driving activity on the site. Revenue at Dice decreased by $13.7 million, or 14%, compared to the same period of 2023 due to macroeconomic conditions continuing to drive lower renewal rates, lower new business activity and lower activity with Dice's non-annual products.

Cost of Revenues

Year Ended December 31, Increase (Decrease) PercentChange

(in thousands, except percentages)

Cost of revenues

Other corporate expenses 69 — 69 — %

Percentage of revenues 14.3 % 13.0 %

Cost of revenue increased by $0.4 million, or 2%, from the prior period. The ClearanceJobs segment increased $1.1 million due to a $0.4 million increase in compensation related costs, primarily due to headcount, an increase of $0.5 million operational costs including software subscriptions, web hosting, and professional fees. The Dice segment decreased $0.7 million compared to the prior year period due to a $1.5 million decrease in compensation related costs, primarily headcount and commissions. The Dice decrease was partially offset by lower capitalized labor of $0.6 million, which increases expense, and a $0.3 million increase in operational costs, primarily professional fees and contractor costs.

Product Development Expenses

Year Ended December 31, Increase (Decrease) PercentChange

(in thousands, except percentages)

Product development

Percentage of revenues 13.3 % 11.7 %

Product development expenses increased $1.1 million, or 6%, from the prior year period. The ClearanceJobs segment increased $0.3 million driven by an increase of $0.2 million in compensation related costs, primarily due to headcount. The Dice segment increased $0.8 million primarily due to lower capitalized labor of $2.5 million, which increases expense, partially offset by lower compensation related costs of $1.5 million due to lower headcount and a decrease of $0.3 million in operational costs, primarily consulting.

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Sales and Marketing Expenses

Year Ended December 31, Increase (Decrease) PercentChange

(in thousands, except percentages)

Sales and marketing

Percentage of revenues 33.4 % 37.8 %

Sales and marketing expenses decreased $10.0 million, or 17%, from the same period in 2023. The ClearanceJobs segment decreased $0.9 million driven by lower compensation related costs primarily due to lower commissions. The Dice segment decreased $9.0 million driven by lower compensation related costs of $6.1 million due to lower headcount and commissions, a $1.5 million decrease in discretionary marketing expenses, and a $1.4 million decrease in operational costs, including consulting, travel and credit card fees.

General and Administrative Expenses

Year Ended December 31, Increase (Decrease) PercentChange

(in thousands, except percentages)

General and administrative

Percentage of revenues 21.2 % 20.6 %

General and administrative costs decreased $1.3 million or 4%, from prior year. The ClearanceJobs segment increased $0.4 million driven by $0.3 million of higher compensation related costs, primarily stock-based compensation and higher headcount. The Dice segment decreased $0.4 million primarily due to a decrease in compensation related costs, primarily stock-based compensation. Other corporate expenses decreased $1.2 million driven by lower compensation related costs, primarily stock-based compensation and lower headcount.

Depreciation

Year Ended December 31, Increase (Decrease) PercentChange

(in thousands, except percentages)

Depreciation

Other corporate expenses — — — n.m.

Percentage of revenues 12.7 % 11.1 %

Depreciation increased $1.1 million or 6% from the same period in 2023. The ClearanceJobs segment increased $0.6 million and the Dice segment increased by $0.4 million, both driven by the high fixed asset purchases during 2023, which had a full year of depreciation in 2024.

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Restructuring

Year Ended December 31, Increase (Decrease) PercentChange

(in thousands, except percentages)

Restructuring

Percentage of revenues 0.8 % 1.6 %

During 2024 and 2023, the Company recorded restructuring charges of $1.1 million and $2.4 million, respectively, as part of organizational restructurings intended to streamline its operations, drive business objectives, reduce operating expenses and improve operating margins. The restructurings included a reduction of the Company's then-current workforce by approximately 7% and 10% for years ended December 31, 2024 and 2023, respectively.

Operating Income

Year Ended December 31, Increase (Decrease) PercentChange

(in thousands, except percentages)

Percentages of revenues 4.5 % 4.1 %

Operating income for the year ended December 31, 2024 was $6.3 million, a margin of 4.5%, compared to operating income of $6.3 million, a margin of 4.1%, for the same period in 2023. The increase in operating income and higher percentage margin was driven by lower operating expenses, primarily sales and marketing, partially offset by lower revenue in the current year period, as discussed above.

Income from equity method investment

Year Ended December 31, Increase (Decrease) PercentChange

(in thousands, except percentages)

Income from equity method investment $ 225 $ 502 $ (277) (55) %

Percentage of revenues 0.2 % 0.3 %

During the years ended December 31, 2024 and 2023, the Company recorded $0.2 million and $0.5 million, respectively, of income related to its proportionate share of eFinancialCareers's ("eFC") net income. The Company records its proportionate share of eFC's net income three months in arrears. See Note 8 of the notes to consolidated financial statements for additional information.

Gain on investments

Year Ended December 31, Increase (Decrease) PercentChange

(in thousands, except percentages)

Percentage of revenues — % 0.4 %

During the year ended December 31, 2023, the Company recorded $0.6 million gain from a partial sale of its 40% common share interest in eFC. See Note 8 of the notes to consolidated financial statements for additional information.

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Impairment of investments

Year Ended December 31, Increase (Decrease) PercentChange

(in thousands, except percentages)

Percentage of revenues 0.3 % 0.2 %

During the years ended December 31, 2024 and 2023, the Company recognized losses of $0.4 million and $0.3 million, respectively, related to the impairment of investments. See Note 8 of the notes to consolidated financial statements for additional information.

Interest Expense and Other

Year Ended December 31, Increase (Decrease) PercentChange

(in thousands, except percentages)

Percentage of revenues 2.3 % 2.3 %

Interest expense and other decreased by $0.3 million, or 8%, from the same period in 2023, primarily due to lower debt outstanding on our revolving credit facility during the current period.

Income Taxes

Year Ended December 31,

(in thousands, exceptpercentages)

Income before income taxes $ 2,950 $ 3,622

Effective tax rate 91.4 % 3.6 %

Our effective income tax rate was 91.4% and 3.6% for the years ended December 31, 2024 and 2023, respectively. The 2024 effective rate differed from the federal statutory rate primarily due to the tax impact of stock-based compensation awards, state taxes, deduction limitations on executive compensation, and tax credits for research and development. The 2023 effective rate differed from the federal statutory rate primarily because of permanent book/tax differences in basis related to the sale of investments, the expiration of a capital loss carryforward, the tax impact of stock-based compensation awards, deduction limitations on executive compensation, tax credits for research and development, and an increase in the valuation allowance for capital loss carryforwards.

Earnings per Share

Year Ended December 31,

(in thousands, exceptper share amounts)

Weighted-average shares outstanding - basic 44,648 43,571

Weighted-average shares outstanding - diluted 45,090 44,496

Diluted earnings per share $ 0.01 $ 0.08

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Diluted earnings per share was $0.01 and $0.08 for the years ended December 31, 2024 and 2023, respectively. The lower 2024 earnings per share was driven by higher tax expense, primarily the tax impacts of stock-based compensation.

Non-GAAP Financial Measures

We have provided certain non-GAAP financial information as additional measures for our operating results. These measures are not in accordance with, or an alternative for, measures in accordance with U.S. GAAP and may be different from similarly titled non-GAAP measures reported by other companies. We believe the presentation of non-GAAP measures, such as Adjusted EBITDA and Adjusted EBITDA margin, provides useful information to management and investors regarding certain financial and business trends relating to our financial condition and results of operations.

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP metrics used by management to measure operating performance. Management uses Adjusted EBITDA and Adjusted EBITDA Margin as performance measures for internal monitoring and planning, including preparation of annual budgets, analyzing investment decisions and evaluating profitability and performance comparisons between us and our competitors. The Company also uses this measure to calculate amounts of performance based compensation under the senior management incentive bonus program. Adjusted EBITDA represents net income plus (to the extent deducted in calculating such net income) interest expense, income tax expense, depreciation and amortization, and items such as non-cash stock based compensation, losses resulting from certain dispositions outside the ordinary course of business including prior negative operating results of those divested businesses, certain write-offs in connection with indebtedness, impairment charges with respect to long-lived assets, expenses incurred in connection with an equity offering or any other offering of securities by the Company, extraordinary or non-recurring non-cash expenses or losses, losses from equity method investments, transaction costs in connection with the credit agreement, deferred revenues written off in connection with acquisition purchase accounting adjustments, write-off of non-cash stock-based compensation expense, impairment of investment, severance and retention costs related to dispositions and reorganizations of the Company, restructuring charges and losses related to legal claims and fees that are unusual in nature or infrequent, minus (to the extent included in calculating such net income) non-cash income or gains, including income from equity method investments, interest income, business interruption insurance proceeds, and any income or gain resulting from certain dispositions outside the ordinary course of business, including prior operating results of those divested businesses, and gains related to legal claims that are unusual in nature or infrequent.

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

We also consider Adjusted EBITDA and Adjusted EBITDA Margin, as defined above, to be important indicators to investors because they provide information related to our ability to provide cash flows to meet future debt service, capital expenditures, and working capital requirements, and to fund future growth. We present Adjusted EBITDA and Adjusted EBITDA Margin as supplemental performance measures because we believe that these measures provide our Board, management and investors with additional information to measure our performance, provide comparisons from period to period by excluding potential differences caused by variations in capital structures (affecting interest expense) and tax positions (such as the impact on periods or companies of changes in effective tax rates or net operating losses), and to estimate our value.

We understand that although Adjusted EBITDA and Adjusted EBITDA Margin is frequently used by securities analysts, lenders and others in their evaluation of companies, Adjusted EBITDA and Adjusted EBITDA Margin have limitations as analytical tools, and you should not consider them in isolation, or as a substitute for analysis of our liquidity or results as reported under GAAP. Some limitations are:

•Adjusted EBITDA and Adjusted EBITDA Margin do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;

•Adjusted EBITDA and Adjusted EBITDA Margin do not reflect changes in, or cash requirements for, our working capital needs;

•Adjusted EBITDA and Adjusted EBITDA Margin do not reflect interest expense, or the cash requirements necessary to service interest or principal payments on our debt;

•Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future, and Adjusted EBITDA and Adjusted EBITDA Margin do not reflect any cash requirements for such replacements; and

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

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

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

A reconciliation of Adjusted EBITDA for the years ended December 31, 2025, 2024 and 2023 follows (in thousands):

Year Ended December 31,

Reconciliation of Net Income (loss) to Adjusted EBITDA:

Amortization 333 — —

Income from equity method investment (92) (225) (502)

Impairment of intangible assets 9,600 — —

Impairment of goodwill 7,800 — —

Impairment of right-of-use asset 1,379 — —

Gain on investments — — (614)

Severance, professional fees and related costs 1,777 1,842 1,167

Reconciliation of Cash Flows from Operating Activities to Adjusted EBITDA:

Amortization of deferred financing costs (145) (145) (145)

Change in accrual for unrecognized tax benefits 491 (28) (263)

Severance, professional fees and related costs 1,777 1,842 1,167

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A reconciliation of Adjusted EBITDA Margin for the years ended December 31, 2025, 2024 and 2023 follows (in thousands, except percentages):

Year Ended December 31,

Net income (loss) margin(1) (11) % — % 2 %

Adjusted EBITDA Margin(1) 27 % 25 % 24 %

Liquidity and Capital Resources

Cash Flows

We have summarized our cash flows for the years ended December 31, 2025 and 2024 as follows (in thousands):

Year Ended December 31,

Cash used in investing activities (8,709) (13,932)

Cash used in financing activities (13,187) (7,617)

We have financed our operations primarily through cash provided by operating activities and borrowings under our revolving credit facility. At December 31, 2025, we had cash and borrowings of $2.9 million and $30.0 million, respectively, compared to $3.7 million and $32.0 million, respectively, at December 31, 2024.

Liquidity

Our principal internal sources of liquidity are cash on hand, as well as the cash flow that we generate from our operations. In addition, we had $51.0 million in borrowing capacity under our $100.0 million Credit Agreement at December 31, 2025, subject to certain availability limits including our consolidated leverage ratio, which generally limits borrowings to 2.5 times annual Adjusted EBITDA levels, as defined in the Credit Agreement. We believe that our existing cash and cash equivalents, cash generated from our continuing operations and available borrowings under our Credit Agreement will be sufficient to satisfy our currently anticipated cash requirements through at least the next 12 months and the foreseeable future thereafter. However, it is possible that one or more lenders under the Credit Agreement may refuse or be unable to satisfy their commitment to lend to us, we may violate one or more of our covenants or financial ratios contained in our Credit Agreement or we may need to refinance our debt and be unable to do so. In addition, our liquidity could be negatively affected by a decrease in demand for our products and services and the ability of our customers to pay for current or future services. We may also make acquisitions and may need to raise additional capital through future debt financings or equity offerings to the extent necessary to fund such acquisitions, which we may not be able to do on a timely basis or on terms satisfactory to us or at all.

Comparison of Years Ended December 31, 2025 and 2024

Operating Activities

Cash flow from operating activities is driven by earnings and is dependent on the amount and timing of billings and cash collections from our customers. Cash flow from operating activities primarily consists of net income adjusted for certain non-cash items, including depreciation, changes in deferred tax assets and liabilities, stock based compensation, impairments, and the effect of changes in working capital. Net cash flows from operating activities were $21.1 million and $21.0 million for the

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years ended December 31, 2025 and 2024, respectively, an increase of $0.1 million. Cash inflow from operations is driven by earnings and is dependent on the amount and timing of payments to vendors and employees and billings to and cash collections from our customers. Cash provided by operating activities during the year ended December 31, 2025 approximated the prior year as decreases in billings and cash collections from customers were offset by reductions to wages and payments to vendors.

Investing Activities

During the year ended December 31, 2025, cash used in investing activities was $8.7 million compared to $13.9 million of cash used in investing activities during the year ended December 31, 2024. Cash used in investing activities during the year ended December 31, 2025 is comprised of $7.3 million of purchases of fixed assets and $1.4 million of payments for acquisition. Cash used in investing activities during the year ended December 31, 2024 is comprised of $13.9 million of purchases of fixed assets. Included in fixed asset purchases for the years ended December 31, 2025 and 2024 was $6.8 million and $12.5 million, respectively, of capitalized development costs, which includes capitalized software costs and website development costs.

Financing Activities

Cash used in financing activities during the year ended December 31, 2025 was $13.2 million primarily due to cash uses of $11.2 million, net, related to share repurchases and $2.0 million of net payments on long-term debt. Cash used during the year ended December 31, 2024 was $7.6 million primarily due to cash uses of $1.6 million, net, related to share repurchases and $6.0 million of net payments on long-term debt.

Financings and Capital Requirements

Credit Agreement

We have a $100 million revolving credit facility, which matures June 2027, with $30.0 million of outstanding borrowings on the facility at December 31, 2025, leaving $51.0 million available for future borrowings, subject to certain availability limits including our consolidated leverage ratio, which generally limits borrowings to 2.5 times annual Adjusted EBITDA levels, as defined in the Credit Agreement. Borrowings under the Credit Agreement denominated in U.S. dollars bear interest, payable at least quarterly, at the Company’s option, at the Secured Overnight Financing Rate ("SOFR") or a base rate, plus a margin. Borrowings under the credit agreement denominated in pounds sterling, if any, bear interest at the Sterling Overnight Index Average ("SONIA") rate plus a margin. The margin ranges from 2.00% to 2.75% on SOFR and SONIA loans and 1.00% to 1.75% on base rate loans, determined by the Company’s most recent consolidated leverage ratio, plus an additional spread of 0.10%. The Company incurs a commitment fee ranging from 0.35% to 0.50% on any unused capacity under the revolving loan facility, determined by the Company’s most recent consolidated leverage ratio. Assuming an interest rate of 5.83% (the rate in effect on December 31, 2025) on our current borrowings, interest payments are expected to be $1.7 million in 2026 and $0.9 million in 2027. The Credit Agreement contains various affirmative and negative covenants and also contains certain financial covenants, including a consolidated leverage ratio and a consolidated interest coverage ratio. As of December 31, 2025, the Company was in compliance with all of the financial covenants under the Credit Agreement. Refer to Note 11 of the notes to consolidated financial statements and Item 7A. "Quantitative and Qualitative Disclosures about Market Risk - Interest Rate Risk."

Contractual Obligations

The Company has operating leases for corporate office space and certain equipment. The leases generally have initial terms from five years 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 December 31, 2025 the value of our lease right-of-use asset was $4.4 million and the value of our lease liability was $9.2 million. See also Note 6 of the notes to consolidated financial statements for further information.

We make commitments to purchase advertising from online vendors, which we pay for on a monthly basis. We have no significant long-term obligations to purchase a fixed or minimum amount with these vendors.

Other Capital Requirements

As of December 31, 2025, 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,

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we have also recorded a liability for potential penalties and interest. Included in the balance of unrecognized tax benefits at December 31, 2025 are $0.6 million of tax benefits that would affect the effective tax rate if recognized.

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.

During November 2025, the Company announced that its Board of Directors approved a new stock repurchase program that permits the purchase of up to $5.0 million of the Company's common stock through November 2026. In January 2026, the stock repurchase program approved in November 2025 expired with a total of 2.9 million shares purchased for $5.0 million.

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

We anticipate capital expenditures in 2026 to be approximately $6 million to $7 million. We intend to use operating cash flows to fund capital expenditures.

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Cyclicality

The labor market and certain of the industries that we serve have historically experienced short-term cyclicality. However, we believe that online career websites and marketplaces continue to provide economic and strategic value to the labor market and industries that we serve.

Any slowdown in recruitment activity that occurs could negatively impact our revenues and results of operations. A decrease in the unemployment rate or a labor shortage, including as a result of an increase in job turnover, generally means that employers (including our customers) are seeking to hire more individuals, which would generally lead to more job postings and database licenses and have a positive impact on our revenues and results of operations. Based on historical trends, improvements in labor markets and the need for our services generally lag behind overall economic improvements. Additionally, there has historically been a lag from the time customers begin to increase purchases of our recruitment services and the impact to our revenues due to the recognition of revenue occurring over the length of the contract, typically from one to twelve months.

From time to time, we see market slowdowns, which can lead to lower demand for recruiting technologists and financial and security cleared professionals. If recruitment activity slows in the industries in which we operate, our revenues and results of operations could be negatively impacted.

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Recent Accounting Pronouncements

For a discussion of new accounting pronouncements affecting the Company, refer to Note 2 of the notes to consolidated financial statements included in Item 8 of this Annual Report.

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Item 7A. Quantitative and Qualitative Disclosures about Market Risk

We have exposure to financial market risks, including changes in foreign currency exchange rates, interest rates, and other relevant market prices.

Foreign Exchange Risk

Our operations are conducted within the United States and accordingly, are not subject to foreign exchange risk.

The Company's investment in eFC, as described in Note 8 of the notes to consolidated financial statements, which is recorded under the equity method of accounting, subjects the Company to foreign exchange risk because the functional currency of eFC is the British Pound Sterling. Accordingly, the Company must translate its share of eFC's net income into United States dollars. The Company's share of eFC's net income is not expected to be significant.

Interest Rate Risk

We have interest rate risk primarily related to borrowings under our Credit Agreement. Borrowings under our Credit Agreement denominated in U.S. dollars bear interest, payable at least quarterly, at the Company's option, at the SOFR or a base 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 2.00% to 2.75% on SOFR and SONIA loans and 1.00% to 1.75% on the base rate, as determined by our most recent consolidated leverage ratio, plus an additional spread of 0.10%. As of December 31, 2025, we had outstanding borrowings of $30.0 million under our Credit Agreement. A hypothetical increase of 1.0% on these variable rate borrowings would increase our annual interest expense over the next 12 months by approximately $0.3 million, based on the balances outstanding for these borrowings as of December 31, 2025.

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Item 8. Financial Statements and Supplementary Data

Page

DHI Group, Inc.

Report of Independent Registered Public Accounting Firm 60

Consolidated Financial Statements

Consolidated Balance Sheets as of December 31, 2025 and 2024 63

Notes to Consolidated Financial Statements 68

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of DHI Group, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of DHI Group, Inc. and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

Basis for Opinions

The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Goodwill and Indefinite Long-Lived Acquired Intangible Assets– Refer to Notes 2, 10, and 11 to the financial statements

Critical Audit Matter Description

The Company determines whether the carrying value of recorded goodwill for each reporting unit is impaired on an annual basis or more frequently if indicators of potential impairment exist. If the fair value of the reporting unit is less than its carrying amount, an impairment charge is recorded for the amount the carrying value exceeds the fair value. The Company determined the fair value of its reporting unit by using a combination of a discounted cash flow methodology and a market comparable method. The determination of the fair value for the Company’s reporting units (ClearanceJobs and Dice) is judgmental and required management to make significant estimates and assumptions including forecasts of future revenue, EBITDA margin and the discount rate.

The Company’s evaluation of its indefinite lived trademark and brand intangible asset (“Dice trademark”) involves the comparison of the fair value to the carrying value. The Company determined the fair value of Dice using a relief from royalty rate valuation method. The determination of the fair value of Dice required management to make significant estimates and assumptions including forecasts of future revenue, the royalty rate and the discount rate.

The goodwill balance was $120.6 million as of December 31, 2025, which was comprised of the ClearanceJobs reporting unit goodwill balance of $97.7 million and the Dice reporting unit goodwill balance of $22.8 million. As of the measurement date, October 1, 2025, the fair value of both reporting units exceeded carrying value, and therefore, no goodwill impairment was recognized at that time. The Company recognized an impairment of $7.8 million related to the Dice reporting unit goodwill in the first quarter of 2025, subsequent to an organizational restructuring, which required an interim goodwill impairment assessment, as of the measurement date of January 13, 2025. The fair value of the ClearanceJobs reporting unit exceeded carrying value on that measurement date, and therefore, no goodwill impairment was recognized for the ClearanceJobs reporting unit.

The fair value of the Dice trademark was $14.2 million as of December 31, 2025. As of the measurement date, October 1, 2025, the fair value of the Dice trademark was $14.2 million, which was below it carrying value on that date of $23.8 million. Therefore, an impairment charge of $9.6 million was recognized in the third quarter of 2025 in order to reduce the carrying value to its fair value.

Given the significant estimates and assumptions management makes to estimate the fair value of the ClearanceJobs and Dice goodwill reporting units and the Dice trademark, performing auditing procedures to evaluate the reasonableness of management’s forecasts of revenue, EBITDA margin, the royalty rate and the discount rates required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the forecasts of future revenues, EBITDA margins and selection of the royalty and discount rates used by management to estimate the fair value of ClearanceJobs and Dice reporting units and Dice included the following, among others:

•We tested the effectiveness of controls over the ClearanceJobs and Dice reporting units and the Dice trademark impairment tests, including controls related to management’s forecasts of revenue, EBITDA margin, royalty rate and the discount rates.

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•We evaluated management’s ability to accurately forecast revenue growth rates and EBITDA margin by comparing actual results to management’s historical forecasts.

•We evaluated the reasonableness of management’s forecasts of revenues by comparing the forecasts of revenues to external market sources.

•We performed a qualitative assessment as of December 31, 2025 to evaluate the period from the measurement date of October 1, 2025 to the balance sheet date.

•With the assistance of our fair value specialists, we evaluated the reasonableness of management’s selected revenue growth rate for the projection period and the long-term revenue growth rate by performing a peer analysis and comparing it to industry projections, respectively.

•With the assistance of our fair value specialists, we evaluated the reasonableness of management’s selected royalty rate by comparing it to those of industry participants from external sources.

•With the assistance of our fair value specialists, we evaluated the reasonableness of management’s selected discount rates by computing an independent estimate of those rates.

•We evaluated the reasonableness of management’s evaluation over ASC 350 qualitative impairment indicators of potential triggering events as of year-end.

•We evaluated the reasonableness of management’s forecasts of revenues and EBITDA through the fiscal year-end date by comparing the fourth quarter forecast to actual results.

/s/ Deloitte & Touche LLP

Denver, Colorado

February 12, 2026

We have served as the Company's auditor since 2005.

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DHI GROUP, INC.

CONSOLIDATED BALANCE SHEETS

As of December 31, 2025 and 2024 (in thousands, except per share data)

ASSETS

Current assets

Income taxes receivable 148 238

Prepaid and other current assets 3,461 3,593

Operating lease right-of-use assets 4,366 6,518

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Accounts payable and accrued expenses $ 13,636 $ 16,154

Accrual for unrecognized tax benefits 569 1,060

Other long-term liabilities 298 387

Commitments and contingencies (Note 13)

Stockholders’ equity

Accumulated other comprehensive income (loss) (5) 1

Total liabilities and stockholders’ equity $ 188,243 $ 221,371

See accompanying notes to consolidated financial statements.

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DHI GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the years ended December 31, 2025, 2024 and 2023

(in thousands, except per share amounts)

For the year ended December 31,

Operating expenses:

Amortization 333 — —

Impairment of intangible assets 9,600 — —

Impairment of goodwill 7,800 — —

Impairment of right-of-use asset 1,379 — —

Income from equity method investment 92 225 502

Gain on investment — — 614

Basic earnings (loss) per share $ (0.30) $ 0.01 $ 0.08

Diluted earnings (loss) per share $ (0.30) $ 0.01 $ 0.08

See accompanying notes to consolidated financial statements.

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DHI GROUP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

For the years ended December 31, 2025, 2024 and 2023

(in thousands)

For the year ended December 31,

Other comprehensive income (loss):

Foreign currency translation adjustment (6) 84 198

Total other comprehensive income (loss) (6) 84 398

See accompanying notes to consolidated financial statements.

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DHI GROUP, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the years ended December 31, 2025, 2024, and 2023 (in thousands)

Shares Issued Amount Shares Issued Amount Shares Issued Amount Shares Amount

Other comprehensive income 198 198

Performance-based restricted stock unites eligible to vest 1,288 13 (13) —

Issuance of common stock upon ESPP purchase 114 1 298 299

Cumulative-effect of new accounting principle (See Note 2) 332 332

Purchase of treasury stock under stock repurchase plan 1,661 (6,896) (6,896)

Other comprehensive income 84 84

Performance-based restricted stock units eligible to vest 457 5 (5) —

Issuance of common stock upon ESPP purchase 156 2 255 257

Other comprehensive loss (6) (6)

Performance-based restricted stock units eligible to vest 583 6 (6) —

Issuance of common stock upon ESPP purchase 98 1 137 138

Purchase of treasury stock under stock repurchase plan 4,845 (9,655) (9,655)

See accompanying notes to consolidated financial statements.

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DHI GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended December 31, 2025, 2024 and 2023

(in thousands)

For the year ended December 31,

Cash flows from (used in) operating activities:

Amortization 333 — —

Amortization of deferred financing costs 145 145 145

Income from equity method investment (92) (225) (502)

Gain on investment — — (614)

Impairment of intangible assets 9,600 — —

Impairment of goodwill 7,800 — —

Impairment of right-of-use asset 1,379 — —

Change in accrual for unrecognized tax benefits (491) 28 263

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

Accounts payable and accrued expenses (2,863) (413) (7,093)

Income taxes receivable/payable 90 (17) (255)

Cash flows from (used in) investing activities:

Cash received from sale of investments — — 4,941

Payment for acquisition (1,400) — —

Cash flows from (used in) financing activities:

Payments under stock repurchase plan (9,655) — (6,896)

Proceeds from issuance of common stock through ESPP 138 257 299

Net cash flows used in financing activities (13,187) (7,617) (4,834)

Net change in cash for the period (794) (504) 1,200

See accompanying notes to consolidated financial statements.

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1. ORGANIZATION AND PRINCIPAL ACTIVITIES

DHI Group, Inc. (“DHI,” the “Company,” “we,” “us” or “our”), a Delaware corporation, was incorporated on June 28, 2005. DHI is a leading provider of data, insights and employment connections through its specialized services for technology professionals and professionals with active government security clearances. Its mission is to empower tech professionals and organizations to compete and win through expert insights and relevant employment connections. Employers and recruiters use its websites and services to source, hire and connect with the most qualified and highly-skilled tech professionals and security-cleared talent, while professionals use our websites and services to find ideal employment opportunities, relevant job advice and tailored career-related data. For 35 years, through its predecessor companies, the Company was built on providing employers and professionals with career connections, news, tools and information.

2. SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation — The consolidated financial statements include the accounts of DHI and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Investments in companies that are not consolidated are included in the Company's consolidated financial statements as described in Notes 4 and 8 of the notes to consolidated financial statements.

Revenue Recognition — We recognize revenue when control of the promised goods or services is transferred to our customers at an amount that reflects the consideration to which we expect to receive in exchange for those goods or services. Revenue is recognized net of customer discounts ratably over the service period. Billings with customers are based on contractual schedules. Customer billings delivered in advance and payments received in advance of services being rendered are recorded as deferred revenue and recognized over the service period. We generate revenues from the following sources:

Recruitment packages. Recruitment package revenues are derived from the sale of a subscription to recruiters and employers that includes a combination of job postings and/or access to candidate profiles on ClearanceJobs and Dice. Certain of the Company’s arrangements include multiple performance obligations, which primarily consists of the ability to post jobs and access to candidate profiles. The Company determines the units of accounting for multiple performance obligations in accordance with Topic 606. Specifically, the Company considers a performance obligation as a separate unit of accounting if it has value to the customer on a standalone basis. The Company’s arrangements do not include a general right of return. Services to customers buying a package of available job postings and access to candidate profiles are delivered over the same period and revenue is recognized ratably over the length of the underlying contract, typically from one to twelve months. The separation of the package into two deliverables results in no change in revenue recognition because delivery of the two services occurs over the same time period.

Advertising revenue. Advertising revenue is recognized over the period in which the advertisements are displayed on the websites or at the time a promotional e-mail is sent out to the audience.

Job Posting. Job posting revenues are derived from the sale of job postings to recruiters and employers. A job posting is the ability to list a job on the website for a specified time period. Revenue from the sale of classified job postings is recognized ratably over the length of the contract or the period of actual usage.

Career fair and recruitment event booth rentals. Career fair and recruitment event revenues, both live and virtual, are derived from renting booth space to recruiters and employers. Revenue from these sales are recognized when the career fair or recruitment event is held.

Cash—Cash consists of demand deposits with financial institutions.

Concentration of Credit Risk—Cash potentially subjects the Company to a concentration of credit risk as substantially all of its deposits were held in a single financial institution and were in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limits as of December 31, 2025 and 2024.

The Company performs credit evaluations of its customers’ financial condition as needed and does not require collateral on accounts receivable. No single customer represents 10% or more of accounts receivable as of December 31, 2025 and 2024 and no single customer represents 10% or more of revenues for the years ended December 31, 2025, 2024 and 2023.

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Credit Losses—The Company maintains allowances for estimated credit losses resulting from the inability of its customers to make required payments. The Company's provision for credit losses is included in general and administrative expense. Customer billings included in deferred revenue are not considered at risk for credit losses. If the financial condition of DHI’s customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

Statements of Cash Flows—All bank deposits are considered cash.

The supplemental disclosures to the accompanying consolidated statements of cash flows are as follows (in thousands):

Supplemental cash flow information:

Non-cash investing and financing activities:

Fixed Assets—Depreciation of equipment, furniture and fixtures, computer software and capitalized website development costs are provided under the straight-line method over estimated useful lives ranging from two to five years. Depreciation of leasehold improvements is provided over the shorter of the term of the related lease or the estimated useful life of the improvement. The cost of additions and improvements is capitalized, and repairs and maintenance costs are charged to operations in the periods incurred.

Capitalized Software Costs—Capitalized software costs consist of costs to purchase and develop software for internal use. The Company capitalizes incurred software development costs in accordance with the Internal Use Software subtopic of the FASB ASC. Costs incurred during the application-development stage for software bought and further customized by outside vendors for the Company’s use and software developed by a vendor for the Company’s proprietary use have been capitalized. These costs are amortized over the software’s estimated useful life, which generally approximates two years.

Cloud Computing Arrangements—The Company incurs costs to implement cloud computing arrangements that are hosted by third party vendors. Implementation costs associated with cloud computing arrangements are capitalized when incurred during the application-development stage. The capitalized costs are amortized on a straight-line basis over approximately three years, which reflects the estimated useful life or contractual term of the underlying contract. Capitalized amounts related to such arrangements are recorded within other non-current assets in the Consolidated Balance Sheets.

Website Development Costs—The Company capitalizes certain costs incurred in designing, developing, testing and implementing enhancements to its websites. These costs are amortized over the enhancement’s estimated useful life, which generally approximates two years. Costs related to the planning and post implementation phases of website development efforts are expensed as incurred.

Capitalized Contract Costs—The Company capitalizes certain contract acquisition costs consisting primarily of commissions paid when contracts are signed. As allowed for by the practical expedient, the Company is using a portfolio approach for contract acquisition costs, which allows for a portfolio of contracts with similar characteristics to be pooled together. As a result, the Company has applied the portfolio approach to new business contracts and recurring or remaining business contracts. The Company reasonably expects that the effects of applying the portfolio approach would not differ materially from applying Topic 606 at the individual contract level. For costs incurred to obtain new business sales contracts, the Company capitalizes and expenses these costs over an average customer life, which was approximately three years as of December 31, 2025. For the remaining sales contracts, the Company capitalizes and expenses these costs over a period of one to two years as of December 31, 2025. See Note 4 for additional disclosures.

Leases—We determine if an arrangement is a lease at inception. The Company primarily has operating leases for corporate office space and certain equipment. Operating lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. The initial measurement of the lease liability is calculated on the basis of the present value of the remaining lease payments, and the right-

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of-use asset is measured on the basis of this liability, adjusted by prepaid and accrued rent, lease incentives, and initial direct costs. When readily available, the Company uses the implicit rate in determining the present value of the lease payments. When leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on information available at the commencement of the lease, including the lease term. Because the implicit rate in each lease is not available, the Company used its incremental borrowing rate to determine the present value of lease payments. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Variable components of the lease payments, such as utilities and maintenance, are expensed as incurred and are not included in determining the present value. Operating lease expense is recognized on a straight-

line basis over the lease term.

Equity Method Investments—The Company has a non-controlling common share interest in eFinancialCareers ("eFC") (adjusted to 10% as of the third quarter of 2023) business as the Company does not have the ability to direct the activities of the business that most significantly impact their economic performance. The common share interests in eFC, during the periods of ownership, are being accounted for under the equity method of accounting as the Company does have the ability to exercise significant influence over the businesses. The recorded value is adjusted based on the Company's proportionate share of the businesses net income and is recorded three months in arrears. See Note 8 for additional disclosures.

Goodwill and Indefinite-Lived Acquired Intangible Asset—Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired. The indefinite-lived acquired intangible asset includes the Dice trademarks and brand name. The Company performs a test for impairment of goodwill and indefinite-lived intangible assets annually on October 1, or more frequently if indicators of potential impairment exist, to determine if the carrying value of the recorded asset is impaired. The impairment review process for goodwill compares the fair value of the reporting unit in which goodwill resides to its carrying value. The impairment review process for the indefinite-lived intangible asset compares the fair value of the asset to its carrying value. The determination of whether or not the asset has become impaired involves a significant level of judgment in the assumptions underlying the approach used to determine the value of the Company’s reporting units or the intangible asset. Changes in the Company’s strategy and/or market conditions could significantly impact these judgments and require adjustments to recorded amounts of goodwill or the indefinite-lived intangible asset. See Notes 10 and 11 for additional disclosures.

Foreign Currency Translation—Translation adjustments relate to the Company's equity method investment in eFC, whose functional currency is not the U.S. dollar. The assets and liabilities are translated into U.S. dollars at current exchange rates. Resulting translation adjustments are reflected as Other Comprehensive Income (Loss). Revenue and expenses are translated at average exchange rates and transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are charged to operations as incurred.

Advertising Costs—The Company expenses advertising costs as they are incurred. Advertising expense for the years ended December 31, 2025, 2024 and 2023 were $12.5 million, $13.6 million and $14.9 million, respectively.

Income Taxes—The Company recognizes deferred taxes by the asset and liability method. Under this method, deferred income taxes are recognized for differences between the financial statement and tax bases of assets and liabilities at enacted statutory tax rates in effect for the years in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. The primary sources of temporary differences are amortization and impairment of intangible assets, depreciation of fixed assets, operating lease assets and liabilities, and capitalized contract costs.

Stock-Based Compensation—The Company has a plan to grant equity awards to certain employees and directors of the Company and its subsidiaries. In accordance with FASB ASC Topic 718 Compensation-Stock Compensation, the Company accounts for forfeitures when they occur. See Note 16 for additional disclosures.

Fair Value of Financial Instruments—The carrying amounts reported in the consolidated balance sheets for cash, accounts receivable, and accounts payable and accrued expenses approximate their fair values. The Company’s long-term debt consists of borrowings under its credit facility. Investments consist of common and preferred share ownership interests in businesses. See Notes 3 and 12 for additional disclosures.

Risks and Uncertainties—The Company is subject to the risks, expenses and uncertainties frequently encountered by companies in the rapidly evolving markets for online products and services. These risks include the failure to develop and extend the Company’s web sites and brands, the rejection of the Company’s services by customers, consumers, vendors and/or advertisers, the inability of the Company to maintain and increase the levels of traffic on its web sites, as well as other risks and

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uncertainties. In the event that the Company does not successfully execute its business plan, certain assets may not be recoverable.

Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the date of the financial statements, and reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. DHI’s significant estimates include the useful lives and valuation of fixed assets, intangible assets, goodwill, lease right-of-use assets, investments, capitalized contract costs, income taxes, and the assumptions used to value the Performance-Based Restricted Stock Units (“PSUs”) of the Company.

Earnings per Share—The Company follows the Earnings Per Share topic of the FASB ASC in computing earnings per share (“EPS”). Basic EPS is calculated by dividing net income by the weighted average number of shares outstanding. When the effects are dilutive, diluted earnings per share is calculated using the weighted average number of shares outstanding, and the dilutive effect of stock-based compensation awards as determined under the treasury stock method. Certain stock awards were excluded from the computation of diluted earnings per share due to their anti-dilutive effect. See Note 20 for additional disclosures.

New Accounting Pronouncements— In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 changes how entities will account for credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance replaces the current "incurred loss" model with an "expected loss" model that requires consideration of a broader range of information to estimate expected credit losses over the lifetime of a financial asset. The Company adopted ASU 2016-13 on January 1, 2023, under the modified retrospective method as required by the standard. The Company recorded a cumulative-effect adjustment of $0.3 million to increase accumulated earnings and reduce the allowance for doubtful accounts as of January 1, 2023. Prior period amounts were not adjusted and will continue to be reported under the accounting standards in effect for the period presented.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. The new accounting standard requires more detailed disclosures regarding the effective tax rate reconciliation and income taxes paid. The standard is effective for fiscal years beginning after December 15, 2024 and may be applied on either a prospective or retrospective basis, with early adoption permitted. The Company adopted ASU 2023-09 for the year ended December 31, 2025, and applied the new disclosure requirements retrospectively. See Note 17 for additional disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) ("ASU 2024-03"). ASU 2024-03 will require companies to disaggregate, within the notes to the financial statements, certain expenses presented on the face of the financial statements to enhance transparency and help investors better understand an entity's performance. The amendment will specifically require that an entity disclose the amounts related to purchases of inventory, employee compensation, depreciation and intangible asset amortization. Entities will also be required to provide a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, disclose the total amount of selling expenses and, in annual reporting periods, provide a definition of what constitutes selling expenses. The amendments in ASU 2024-03 are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of the adoption of ASU 2024-03 on the Company’s financial statement disclosures.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software ("ASU 2025-06"). ASU 2025-06 addresses stakeholder and investor concerns on the challenges of applying current internal-use software accounting requirements that do not specifically address software developed using modern incremental and iterative methods, which has led to diversity in practice in determining when to begin capitalizing software costs. ASU 2025-06 requires software costs to be capitalized when management has authorized or committed to funding the software project, and it is probable that the project will be completed and software will be used to perform the function intended. The amendment removes all references to project development stages so that guidance is neutral to different software development methods. The amendments in ASU 2025-06 are effective for annual and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of the adoption of ASU 2025-06 on the Company's financial statements.

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In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements ("ASU 2025-12"). ASU 2025-12 addresses suggestions received from stakeholders on the Accounting Standards Codification and to make other incremental improvements to U.S. GAAP. The update represents changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. The amendments make the Codification easier to understand and apply. The amendments in ASU 2025-12 are effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of the adoption of ASU 2025-12 on the Company's financial statements.

3. FAIR VALUE MEASUREMENTS

The FASB ASC topic on Fair Value Measurements and Disclosures defines fair value, establishes a framework for measuring fair value and requires certain disclosures for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. As a basis for considering assumptions, a three-tier fair value hierarchy is used, which prioritizes the inputs used in measuring fair value as follows:

•Level 1 – Quoted prices for identical instruments in active markets.

•Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations, in which all significant inputs are observable in active markets.

•Level 3 – Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The carrying amounts reported in the consolidated balance sheets for cash, accounts receivable, other assets, accounts payable and accrued expenses and long-term debt approximate their fair values. The estimated fair value of long-term debt of $30 million is based on Level 2 inputs.