DHX 10-K & 10-Q changes, risk factors and insider trading

We may not be successful in pursing our Tech-focusedtech-focused strategy, which includes narrowing priorities to initiatives related to connecting technology professionals with employers across all industries. There can be no assurance that the allocation of resources behind our Tech-focused business and sales and marketing efforts will result in the strengthening of our competitive position, the failure of which could have a material adverse effect on our financial condition and results of operations. As a result of our strategic focus on technology professionals and the divesting of our businesses operating in and focused on different professions, we have an increased dependence on the demand for technology-focused professionals and may not have the mitigating benefits of exposure to a portfolio of diverse professions in the event of a downturn in the demand for such technology professionals. For example, in 2024 and 2025 several large technology companies underwent planned layoffs. If the need for technology professionals decreases, whether because there is reduced demand for technologists by our customers, as a result of macroeconomic conditions affecting their businesses, the aforementioned layoffs, reductions in hiring or otherwise, our ability to sell recruitment packages to our customers may be adversely impacted.

The market for career services is highly competitive and barriers to entry in the market are relatively low. There are multiple generalist job boards, as well as a number of existing and emerging alternative business models seeking to compete in our target markets. We do not own any patented technology that would expressly preclude or inhibit competitors from entering the recruiting and career development services market. We compete with other companies that direct all or portions of their websites toward certain segments or sub-segments of the industries we serve. We compete with generalist job boards, some of which have substantially greater resources and brand recognition than we do, such as CareerBuilder, Monster.com, Indeed, ZipRecruiter, and Seek, which, unlike specialist job boards, permit customers to enter into a single contract to find professionals across multiple occupational categories and attempt to fill all of their hiring needs through a single website, as well as job boards focused specifically on the industries we service, such as Stack Overflow and Upwork. We also may compete with newspaper and magazine publishers, as well as national and regional advertising agencies, executive search firms and search and selection firms that carry classified advertising, many of whom have developed, begun developing or acquired new media capabilities, such as recruitment websites, or have recently partnered with generalist job boards. We also compete with general business sites and print publications, as well as technology news and information community sites, such as Google News, Digg.comNews and Reddit.com. In addition, we face competition from aggregators of classified advertising, including TalentBin, Entelo, JobDiva, Daxtra, CEIPAL, and Google. Social and professional networking sites, such as LinkedIn, Facebook, X and Google compete with us in providing professional services. We also compete with new competitors, including career-focused community sites such as Glassdoor and talent relationship management software providers such as Avature and Symphony Talent, and emerging competitors with new business models and products that customers are more willing to trial during periods when talent is scarce.

We believe that establishing and maintaining the identity of our brands, ClearanceJobs and Dice,Dice is critical in attracting and maintaining the number of professionals and customers using our services, and that the importance of brand recognition will increase due to the growing number of services similar to ours and relatively low barriers to entry. Promotion and enhancement of our brands will depend largely on our success in continuing to provide high quality recruiting and career development services. If users do not perceive our existing career and recruiting services to be of high quality, or if we introduce new services or enter into new ventures that are not favorably received by users, the uniqueness of our brands could be diminished and accordingly the attractiveness of our websites to professionals and customers could be reduced. We may also find it necessary to increase substantially our financial commitment to creating and maintaining a distinct brand loyalty among users. If we cannot provide high quality career services, fail to protect, promote and maintain our brands or incur excessive expenses in an attempt to improve our career services or promote or maintain our brands, our business, results of operations, financial condition and liquidity could be materially adversely affected.

The value of our websites to our customers is dependent on our ability to continuously attract professionals with the experience, education and skill-sets our customers seek. For example, the professionals who post their resumes on ClearanceJobs.com and Dice.com are generally highly educated, have extensive work experience, and the majority are currently employed. To grow our businesses, we must continue to convince qualified professionals that our services will assist them in finding employment, so that customers will choose to use our services to find employees. If we are unable to increase the number of professionals using our websites, or if the professionals who use our websites are viewed as unattractive by our customers, our customers could seek to list jobs and search for professionals elsewhere, which could cause our revenues to decline.

Our success and ability to compete are dependent in part on the strength of our intellectual property rights, the content included on our websites, the goodwill associated with our patent, trademarks, trade names and service marks, and on our ability to use U.S. and foreign laws (if necessary) to protect them. Our intellectual property includes, among other things, the content included on our websites, our logos, brands, domain names, a patent, the technology that we use to deliver our products and services, the various databases of information that we maintain and make available and the appearance of our websites. We claim common law protection on certain names and marks that we have used in connection with our business activities and the content included on our websites. We also own a number of registered or applied-for trademarks and service marks that we use in connection with our business, including both plain text and stylized CLEARANCEJOBS.COM and DICE as well as stylized DHI, the stylized "D" utilized on Dice social media and both plain and colorized ClearanceJobs logs.logos. Although we generally pursue the registration of material service marks and other material intellectual property we own, where applicable, we have copyrights, trademarks and/or service marks that have not been registered in the United States and/or other jurisdictions. We generally enter into confidentiality and work-for-hire agreements with our employees, consultants, and vendors to protect our intellectual property rights. We also seek to control access to and distribution of our technology, documentation and other proprietary information as well as proprietary information licensed from third parties. Policing our intellectual property rights worldwide is a difficult task, and we may not be able to identify infringing users. The steps we have taken to protect our proprietary rights may not be adequate, and third parties could infringe, misappropriate or misuse our intellectual property rights. If this were to occur, it could harm our reputation and affect our competitive position. It could also require us to spend significant time and money in litigation. In addition, the laws of foreign countries do not necessarily protect intellectual property rights to the same extent as the laws of the United States. We have licensed in the past (on a royalty free basis), and may license in the future, various elements of our distinctive trademarks, service marks, trade dress, content and similar proprietary rights to third parties. We may enter into strategic marketing arrangements with certain third parties pursuant to which we license our trademarks, service marks and content to such third parties in order to promote our brands and services and to generate leads for our businesses. While we attempt to ensure that the quality of our brands is maintained by these licensees, we cannot assure you that third-party licensees of our proprietary rights will always take actions to protect the value of our intellectual property and reputation, and if they fail to do so, such failure could adversely affect our business and reputation.

We continue to incorporate AI into our offerings when appropriate and beneficial and have a company AI usage policy that details when and how AI can be utilized within our business operations. We maintain a policy governing AI usage that focuses on the balance between data and infrastructure security and protection and utilization of AI to enhance business objectives. We expect these elements of our business to grow. We envision a future in which AI's incorporation into our products helps our customers be more productive in their work. As with many innovations, AI presents risks and challenges that could affect its adoption, and therefore our business. AI models may reduce the demand for technology professionals in the workforce. AI algorithms may be flawed. Datasets may be insufficient or contain biased information. Content generated by AI systems may be offensive, illegal, or otherwise harmful. Ineffective or inadequate AI development or deployment practices by the Company or others could result in incidents that impair the acceptance of AI solutions or cause harm to individuals or society. These deficiencies and other failures of AI systems could subject us to competitive harm, regulatory action, legal liability, and brand or reputational harm. Some AI scenarios present ethical issues or may have broad impacts on society. If we enable or offer AI solutions that have unintended consequences or are controversial because of their impact on human rights, privacy, employment, or other social, economic, or political issues, we may experience brand or reputational harm.

We continue to see increased regulation of data privacy and security, including the adoption of more stringent subject matter specific state laws and national laws regulating the collection and use of data, as well as security and data breach obligations. For example, California adopted the CCPA, which became effective on January 1, 2020 and was replaced and expanded upon by the CPRA, which was enacted on November 3, 2020 and went into effect on January 1, 2023. The CCPA established a new privacy framework for covered businesses by, among other things, creating an expanded definition of personal information, establishing new data privacy rights for consumers in the State of California and creating a new and potentially severe statutory damages framework for violations of the CCPA and for businesses that fail to implement reasonable security procedures and practices to prevent data breaches. The CPRA expanded on these protections by introducing new limitations on the sale or sharing of consumers' personal information and the creation of a new state agency to enforce the regulations. In addition, numerous state legislatures have passed, or are contemplating passing, legislation similar in nature to the CPRA. The CPRA was again amended effective January 1, 2026 implementing, among other things, data minimization requirements and additional processes surrounding consumer verification rights. To the extent these laws differ from existing laws, our compliance efforts will be further complicated.

Our revenues are generated primarily from servicing customers seeking to hire qualified professionals in the technology and security-cleared sectors. Demand for these professionals tends to be tied to economic and business cycles. Increases in the unemployment rate, specifically in the technology industry, cyclicality or an extended downturn in the economy could cause our revenues to decline. For example, in 2024, employers reduced or postponed their recruiting efforts, including their recruitment of professionals in the technology industry. As of December 2024,2025, the seasonally unadjusted U.S. unemployment rate was 2.0%3.3% for computer-related occupations as compared to the overall national average of 4.1%,4.4%, seasonally adjusted. The increase in unemployment and decrease in recruitment activity experienced during 2008 and 2009 resulted in decreased demand for our services. During 2009, we experienced a 29% decline in revenues compared to 2008. If an economic environment similar to those experienced during 2008 and 2009 returns, or if the environment weof lower tech hiring we've experienced in 2024recent years continues, our ability to generate revenue may be adversely affected.

In addition, the general level of economic activity in the regions and industries in which we operate significantly affects demand for our services. When economic activity slows, many companies hire fewer employees. Therefore, our operating results, business and financial condition could be significantly harmed by an extended economic downturn or future downturns, especially in regions or industries where our operations are heavily concentrated. Our results could be further impacted by other macroeconomic conditions including government shutdowns and the impact of initiatives to restructure or streamline government agencies such as the Department of Government Efficiency Workforce Optimization ("DOGE") initiative. Further, we may face increased pricing pressures during such periods as customers seek to use lower cost or fee services. Additionally, the labor market and certain of the industries we serve have historically experienced short-term cyclicality. For example, if the demand for technology professionals decreases, it may be more difficult to sell recruitment packages to our customers. It is difficult to estimate the total number of passive or active job seekers or available job openings in the United States or abroad during any given period. If there is a labor shortage, qualified professionals may be less likely to seek our services, which could cause our customers to look elsewhere for attractive employees. Such labor shortages would require us to intensify our marketing efforts toward professionals so that professionals who post their resumes on our websites remain relevant to our customers, which would increase our expenses. Furthermore, if there is a shortage of available job openings in a particular region or sector we serve, the number of job postings on our websites could decrease, causing our business to be adversely affected.

ClearanceJobs had 1,9491,775 recruitment package customers as of December 31, 20242025 compared to 2,0551,949 as of December 31, 2023,2024, a 5%9% decrease, and average revenue per recruitment package customer increased 15%.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 4,7114,132 recruitment package customers as of December 31, 2024,2025, which was a decrease of 781,579 , or 14%,12%, year over year whileand average annual revenue per recruitment package customer for Dice increaseddecreased 4%3% for the year ended December 31, 2024.2025. The decrease in recruitment package customers and the average annual revenue per recruitment package customer was due to macroeconomic conditions causing customer counts to decline while the average annual revenue per recruitment package customer increased driven by strongand retention rates as our larger recurring customers continue to renew with Dice.decline.

Deferred revenue at December 31, 20242025 was $45.5$39.9 million, a decrease of $4.5$5.5 million, or 9%,12%, from December 31, 2023.2024 and backlog at December 31, 2025 was $99.6 million, a decrease of $5.2 million, or 5%, from December 31, 2024. The decreasedecreases in deferred revenue wasand backlog are primarily due to macroeconomic conditions continuing to slow the hiring of technologists.technologists, Backlogcausing atlower Decemberdemand 31, 2024 was $111.3 million, an increase of $3.2 million, or 3%, from December 31, 2023. The increase is primarily due tofor the Company's continued focus on signing multi-year contracts.services.

This discussion of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. 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.

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. Our annual impairment test for goodwill is performed on October 1 of each year.

The annual impairment test for the Tech-focusedClearanceJobs and Dice reporting unitunits performed as of October 1, 20242025 resulted in the fair value of the reporting unitunits being substantially in excess of theeach respective carrying value. Results for the Tech-focusedClearanceJobs and Dice reporting unitunits for the fourth quarter of 20242025 and estimated future results as of December 31, 20242025 approximate the projections used in the October 1, 20242025 analysis. As a result, the Company believes it is not more likely than not that the fair value of theeach reporting unit is less than theeach respective carrying value as of December 31, 2024. Therefore, no quantitative impairment test was performed as of December 31, 2024.2025. No impairment was recorded during the three month period ended December 31, and the years ended December 31, 2024, 20232024 and 2022.2023.

The amount of goodwill as of December 31, 2024 allocated to the Tech-focused reporting unit was $128.1 million. The discount rate applied for the Tech-focused reporting unit in the October 1, 2024 analysis was 15.6%. An increase to the discount rate applied or reductions to future projected operating results could result in future impairment of the Tech-focused reporting unit’s goodwill. 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 Tech-focused reporting unitunits 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 unitunits and could result in an impairment charge in the foreseeable future.

Indefinite-Lived Acquired Intangible AssetAssets

TheAs of December 31, 2025, the Company had an indefinite-lived acquired intangible asset includesof $14.2 million related to the Dice trademarks and brand name. The Dice trademark, trade nametrademarks and domaintrade 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. The impairment test performed as of October 1, 2024 resulted in the fair value of the Dice trademarks and brand name exceeding the carrying value by 4%. The Company's operating results attributable to the Dice trademarks and brand name for the fourth quarter of 2024 and estimated future results as of December 31, 2024 approximate the projections used in the October 1, 2024 analysis. As a result, the Company believes it is not more likely than not that the fair value of the Dice trademarks and brand name is less than the carrying value as of December 31, 2024. Therefore, no quantitative impairment test was performed as of December 31, 2024. No impairment was recorded during the years ended December 31, 2024, 2023 and 2022.

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, 20242025 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 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. In the October 1, 2024 analysis, the Company utilized a relief from royalty rate method to value the Dice trademarks and brand name using a royalty rate of 4.0%, which is based on comparable industry licensing agreements and the profitability attributable to the Dice trademarks and brand name, and a discount rate of 16.6%.

We have disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K the risk factors which materially affect our business, financial condition or results of operations. As of MayAugust 5, 2026, there have been no material changes from the risk factors previously disclosed. You should carefully consider the risk factors set forth in the Annual Report on Form 10-K and the other information set forth elsewhere in this Quarterly Report on Form 10-Q. You should be aware that these risk factors and other information may not describe every risk facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Information contained herein contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You should not place undue reliance on those statements because they are subject to numerous uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Forward-looking statements include, without limitation, information concerning our possible or assumed future financial condition, liquidity and results of operations, including expectations (financial or otherwise), our strategy, plans, objectives, and intentions, and growth potential. These statements often include words such as “may,” “will,” “should,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions. These statements are based on assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to:to, our ability to execute our tech-focused strategy;strategy, write-offsa write-off of goodwill,all tradenameor a part of our goodwill and intangible assets;assets, backlog not accurately representing future revenue;revenue, competition from existing and future competitors; in the highly competitive markets in which we operate, failure to adapt our business model to keep pace with rapid changes in the recruiting and career services business and technologies, and the development of new products and services;services, macroeconomic conditions, including government shutdowns;shutdowns, the impact of initiatives to restructuringrestructure or streamliningstreamline government agencies, such as DOGE;DOGE, the risk that AI models will reduce demand for technology professionals in the workforce;workforce, failure to developmaintain and maintaindevelop our reputation and brand recognition;recognition, failure to increase or maintain the number of customers who purchase recruitment packages;packages, failure to attract qualified professionals to our websites or grow the number of qualified professionals who use our websites; inability to successfully integrate future acquisitions or identify and consummate future acquisitions; misappropriation or misuse of our intellectual property, claims against us for intellectual property infringement or the failure to enforce our ownership or use of intellectual property; failure of our businesses to attract, retain and engage users; unfavorable decisions in proceedings related to future tax assessments; taxation risks in various jurisdictions for past or future sales; significant downturn not immediately reflected in our operating results; our indebtedness and the potential inability to borrow funds under our New Credit Agreement (as defined below); our ability to incur additional debt; covenants in our New Credit Agreement; the development and use of artificial intelligence; failure to timely and efficiently scale and adapt our existing technology and network infrastructure; capacity constraints, systems failures or breaches of network security; the usefulness of our candidate profiles; decrease in user engagement; Internet search engine methodologies and their impact on our search result rankings; failure to halt the operations of websites that aggregate our data, as well as data from other companies; our reliance on third-party data hosting facilities; compliance with laws and regulations concerning collection, storage and use of professionals’ professional and personal information; U.S. regulation of the internet;websites, a review of strategic alternatives may occur from time to time and the possibility that such review will not result in a transaction;transaction, lossinability to successfully integrate future acquisitions or identify and consummate future acquisitions, misappropriation or misuse of keyour executivesintellectual property, claims against us for intellectual property infringement or failure to enforce our ownership of intellectual property, failure to attract and technicalretain personnelusers who create and post original content on our web properties, taxation risks in various jurisdictions and the potential for unfavorable decisions related to tax assessments, taxation risks impacting our liability or past sales, and ability to make future sales, downturns in our customers' businesses, our indebtedness and our ability to borrow funds under our revolving credit facility or refinance our indebtedness, restrictions on our current and future operations under such indebtedness, development and use of artificial intelligence, failure to timely and efficiently scale, adapt and maintain our technology and infrastructure, capacity constraints, system failures or breaches of network security, usefulness of our candidate profiles to our customers, decreases in our user engagement, changes in search engines' methodologies, failure to halt operations of third-party websites aggregating our data, our reliance on third-party hosting facilities, our compliance with laws and regulations, U.S. and foreign government regulation of the Internet and taxation, failure to attract andor retain key executives,executives includingand personnel, our CEO;ability increasesto innavigate the unemployment rate, cyclicality or downturns inof the UnitedU.S. States orand worldwide economies or the industries we serve, labor shortages, or job shortages;economies, litigation related to infringement or other claims regarding our services or content;content, our ability to defend ownership of our intellectual property;property, global climate change; compliance with changing corporate governance requirements and costs incurred in connection with being a public company;change, compliance with the continued listing standards of the New York Stock Exchange;Exchange, volatility in our stock price;price, differences between estimates of financial projections and future results;results, failure to maintain internal controls over financial reporting;reporting, results of operations fluctuating on a quarterly and annual basis;basis, our Section 382 Rights Plan may have an anti-takeover effect;effect, anti takeoveranti-takeover provisions in our governing documents makingmay make changes to management difficult;difficult, and disruption resulting from unsolicited offers to purchase the company. These factors and others are discussed in more detail below and in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, under the headings “Risk Factors,” “Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

We derive the majority of our revenue from customers who pay fees, either annually, quarterly or monthly, to post jobs on our websites and to access our searchable databases of resumes. Our fees vary by customer based on the number of individual users of our databases of resumes, the number and type of job postings and profile views purchased and the terms of the packages purchased, which are predominately annual agreements. Our Company sells recruitment packages, which comprise approximately 90% of our total revenue, that can include access to our databases of resumes and job posting capabilities. We believe the key metrics that are material to an analysis of our businesses are our total number of ClearanceJobs and Dice recruitment package customers and the revenue, on average, that these customers generate. The Company's management uses these metrics to monitor the current and future activity of the businesses. The tables below detail this customer data.data (dollars in thousands).

ClearanceJobs had 1,7411,735 recruitment package customers as of MarchJune 31,30, 2026 compared to 1,8911,868 as of MarchJune 31,30, 2025, a decrease of 8%,7%, and average annual revenue per recruitment package customer increased $1,480,$2,229, or 6%,9%, from the prior year quarter. The increased revenue per recruitment package customer for ClearanceJobs was due to continued high demand for professionals with government security clearance and consistent product releases and enhancements driving activity on the site, along with lower renewals for its smaller customers. The lower customer count was due to lower renewals for ClearanceJobs' smaller customerscustomers, aswho uncertaintyremain continueduncertain around the timing and amount of federal defense contracting. Dice had 3,8323,702 recruitment package customers as of MarchJune 31,30, 2026, which was a decrease of 658,663, or 15%, and average annual revenue per recruitment package customer for Dice decreasedincreased by $918,$465, or 6%,3%, from the prior year quarter. The decrease in recruitment package customers andwas due to macroeconomic conditions causing lower renewals for Dice's smaller customers. The increase in revenue per recruitment package customer was due to macroeconomicthe conditionschurn causingin customerDice's countssmaller and renewal rates to decline.customers.

Deferred revenue, as shown on the condensed consolidated balance sheets, reflects customer billings made in advance of services being rendered. Backlog consists of deferred revenue plus customer contractual commitments not invoiced representing the value of future services to be rendered under committed contracts. We believe backlog to be an important measure of our business as it represents our ability to generate future revenue. A summary of our deferred revenue and backlog is as follows (dollars in thousands):

Backlog at MarchJune 31,30, 2026 decreased $0.5$7.3 million from December 31, 2025 and decreased $8.7$8.9 million from MarchJune 31,30, 2025. The decrease in backlog compared to both December 31, 2025 and MarchJune 31,30, 2025 was due to macroeconomic conditions causing lower demand for theDice's Company'sservices services.while ClearanceJobs backlog increased as compared to June 30, 2025 and was flat as compared to December 31, 2025.

Three Months Ended MarchJune 31,30, 2026 Compared to the Three Months Ended MarchJune 31,30, 2025

For the three months ended MarchJune 31,30, 2026, we experienced a decrease in revenue of $2.6$0.7 million, or 8%,2%, as compared to the three months ended MarchJune 31,30, 2025. Revenues for ClearanceJobs increased $0.6$1.9 million, or 5%,14%, as compared to the same period in 2025. Continued demand for professionals with government clearance, consistent product releases and enhancements and the purchaseacquisition of Point Solutions Group ("PSG") drove the increase. Revenue at Dice decreased $3.2$2.6 million, or 17%,14%, compared to the same period in 2025 due to macroeconomic conditions continuing to drivedriving lower renewal rates and lower new business activity.rates.

Cost of revenue decreasedexpenses $0.6increased $1.2 million, or 11%23% from the prior year. The ClearanceJobs segment increased $0.3$1.9 million primarily due to an increase of $0.5$1.8 million in compensation related costs, primarily due to headcountcompensation fromcosts PSG,relating partiallyto offsetthe byPSG higher capitalized labor, which decreases expense, of $0.2 million.acquisition. The Dice segment decreased $0.8$0.7 million primarily due to a decrease of $0.6$0.4 million in compensation related costs, primarily due to lower headcount and commissions, and $0.2 million in operational costs, including softwareprofessional expense. Other corporate expenses decreased $0.1 million compared to the prior year due to a decrease in compensation related costs.fees.

Product Development Expenses

Product development expenses decreased $0.8$0.2 million, or 20%7% from the same period of the prior year. The ClearanceJobs segment increased $0.2$0.1 million primarily due to $0.3$0.4 million increase in compensation related costs, primarily from increased headcount, partially offset by $0.2 million of higher capitalized labor, which decreases expense.labor. The Dice segment decreased $0.7$0.3 million primarily due to $1.4$1.0 million of lower compensation related costs, primarily due to lower headcount. The decrease was partially offset by $0.6$0.7 million of lower capitalized labor, which increases expense. Other corporate expenses decreased $0.2 million compared to prior year due to a decrease in compensation related costs.labor.

Sales and Marketing Expenses

Sales and marketing expenses decreased $2.1$1.3 million, or 19%12% from the same period forof the prior year. The ClearanceJobs segment increased by $0.1 millionwas primarily dueflat to commissions.prior year. The Dice segment decreased by $2.1 million, of which $1.8$1.3 million wasprimarily due to lowera $1.4 million decrease in compensation related costs, primarily related to lower headcount and commissions, and $0.4 million was due to lower discretionary marketing costs. Other corporate expenses decreased $0.1 million, primarily due to decrease in compensation related costs.commissions.

General and Administrative Expenses

General and administrative expenses decreased $0.4$0.2 million, or 6%4% from the same period forof the prior year. The ClearanceJobs segment decreasedincreased $0.2$0.3 million due to aan decreaseincrease in compensation related costs. The Dice segment decrease of $0.7$0.2 million was driven by a $0.5 million decrease in compensation related costs, primarily lower headcount and stock-based compensation, and $0.2 million in operational costs, primarily lower rent and bad debt expenses. Other corporate expenses increased by $0.4 million driven by an increase in compensation related costs, primarily stock-based compensation. Other corporate expenses decreased by $0.3 million driven by a decrease in compensation related costs, primarily stock-based compensation.

Depreciation expense decreased $1.2$1.3 million, or 30%,35%, compared to the same period in 2025. The ClearanceJobs segment wasdecreased substantially$0.3 flatmillion with costs approximatingand the prior year period. The Dice segment decreased $1.2$1.0 millionmillion, in each case as fixed asset purchases, which are primarily comprised of capitalized development costs, have declined.

During the three months ended MarchJune 31,30, 2025, the Company recorded a restructuring charge of $2.3$4.2 million,million whichintended includedto astreamline reductionits ofoperations, thedrive Company’sbusiness then-currentobjective, workforcereduce byoperating approximatelyexpenses 8%.and improve operating margins. See Note 5 to the condensed consolidated financial statements included elsewhere in this report for additional information.

During the threesix months ended MarchJune 31,30, 2025,2025 the Company recorded a $7.8 million loss related to the impairment of goodwill in the Dice segment. See Note 10 to the condensed consolidated financial statements included elsewhere in this report for additional information.

Operating income (loss) for the threesix months ended MarchJune 31,30, 2026 was $3.1$6.9 million, a positive operating margin of 10.3%,11.3%, compared to operating loss of $9.3$10.5 million, a negative operating margin of 28.7%,16.4%, for the same period in 2025, an increase of $12.3$17.4 million. The increase in operating income and percentage operating margin was driven by the restructuring charge and impairment of goodwill in the prior year along with decreases in compensation related costs and depreciation expense.

The Company recorded approximately zero and $0.1 million, respectively, of incomeIncome (loss) relatedfrom equity method investment was approximately flat compared to itsthe proportionatesame shareperiod of eFinancialCareer's net income for the threeprior months ended March 31, 2026 and 2025.year. The Company records its proportionate share of eFinancialCareer's net income three months in arrears. See Note 7 to the condensed consolidated financial statements included elsewhere in this report for additional information.

TheOur effective tax rate for the threesix months ended MarchJune 31,30, 2026,2026 differed from the statutory rate due to tax expense of $0.3$0.2 million from thestate taxincome impacts of stock-based compensation awards.taxes. The tax rate for the threesix months ended MarchJune 31,30, 2025,2025 differed from the statutory rate due to tax expense of $0.5$0.6 million from the tax impacts of stock-basedshare-based compensation awardsawards, andtax expense of $1.9 million from nondeductible impairment charges.charges, and a tax benefit of $0.4 million from the completion of a federal tax examination related to research credits.

Diluted earnings (loss) per share was $0.04$0.10 and $(0.210.23) for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. The increase was driven by higher operating income, as described above, partially offset by a higher income tax expense in the current period.expense.

A reconciliation of Adjusted EBITDA for the threesix months ended MarchJune 31,30, 2026 and 2025 follows (in thousands):

A reconciliation of Adjusted EBITDA Margin for the threesix months ended MarchJune 31,30, 2026 and 2025 follows (in thousands):

A summary of our cash flows for the threesix months ended MarchJune 31,30, 2026 and 2025 follows (in thousands):

We have financed our operations primarily through cash provided by operating activities and borrowings under our revolving credit facility. At MarchJune 31,30, 2026, we had cash of $3.0$3.8 million compared to $2.9 million at December 31, 2025.

Our principal internal sources of liquidity are cash, as well as the cash flow that we generate from our operations. In addition, we had $56.0$38.0 million in borrowing capacity under our $100.0$70.0 million Credit Agreement, as defined below, at MarchJune 31,30, 2026. Under our New Credit Agreement, as defined below, we are subject to certain availability limits including our consolidated leverage ratio. We believe that our existing cash, cash generated from our continuing operations and available borrowings under our New Credit Agreement will be sufficient to satisfy our currently anticipated cash requirements through at least the next 12 months and the foreseeable future thereafter. However, it is possible that one or more lenders under our New Credit Agreement may refuse or be unable to satisfy their commitment to lend to us, we may violate one or more of our covenants or financial ratios contained in our New Credit Agreement or we may need to refinance our debt and be unable to do so. In addition, our liquidity could be negatively affected by a decrease in demand for our products and services and the ability of our customers to pay for current or future services. We may also make acquisitions and may need to raise additional capital through future debt financings or equity offerings to the extent necessary to fund such acquisitions, which we may not be able to do on a timely basis or on terms satisfactory to us or at all.

Cash flows from operating activities primarily consist of net income adjusted for certain non-cash items, including depreciation, amortization, changes in deferred tax assets and liabilities, stock-based compensation, income from equity method investments, impairments, and the effect of changes in working capital. Net cash flows from operating activities were $8.4$14.5 million and $2.2$9.1 million for the threesix month periods ended MarchJune 31,30, 2026 and 2025, respectively. Cash inflow from operations is driven by earnings and is dependent on the amount and timing of payments to vendors and employees and billings to and cash collections from our customers. Cash provided by operating activities during the 2026 period increased $6.2$5.4 million compared to the same period of 2025 due to lower compensation related costs, partially offset by lower cash collections from customers.

Cash used in investing activities during the threesix month period ended MarchJune 31,30, 2026 was $6.6$8.4 million compared to $2.2$4.2 million used in the same period of 2025. Cash used in investing activities in the threesix month period ended MarchJune 31,30, 2026 is comprised of $5.0$5.2 million of payments for acquisition and $1.6$3.3 million of fixed asset purchases, which are primarily capitalized development costs. Cash used in investing activities in the threesix month period ended MarchJune 31,30, 2025 is primarily comprised of $2.2 million of fixed asset purchases, which are primarily capitalized development costs.

Cash used in financing activities during the threesix month period ended MarchJune 31,30, 2026 was $1.7$5.2 million and was driven by $4.7$6.7 million related to share repurchases,repurchases and $0.6 million of financing costs, partially offset by $3.0$2.0 million of net proceeds on long-term debt. Cash used in financing activities during the threesix month period ended MarchJune 31,30, 2025 was $1.1$5.8 million and was driven by $2.1$3.9 million related to share repurchases,repurchases partiallyand offset by $1.0$2.0 million of net proceedspayments on long-term debt.

SubsequentIn to March 31,April 2026, the Company entered into a new credit agreement (the "New Credit Agreement"), which provides for a revolving loan facility of $70 million with an expansion option of $37.5 million, bringing the total facility to $107.5 million, as permitted under the terms of the New Credit Agreement. Borrowings under the New Credit Agreement denominated in U.S. dollars bear interest, payable at least quarterly, at the Company's option, at SOFR or a base rate plus a margin. Borrowings under the New Credit Agreement denominated in pounds sterling, if any, bear interest at the SONIA rate plus a margin. The margin ranges from 2.50% to 3.25% on SOFR and SONIA loans and 1.50% to 2.25% on base rate loans, determined by the Company's most recent consolidated leverage ratio. The Company incurs a commitment fee ranging from 0.35% to 0.50% on any unused capacity under the revolving loan facility, determined by the Company's most recent consolidated leverage ratio. Assuming an interest rate of 6.16% (the rate in effect immediately after entering into the New Credit Agreement)6.14% on our current borrowings, interest payments were expected to be $1.5$1.0 million from AprilJuly 1, 2026 to December 31, 2026, $2.0 million for each of the years ended December 31, 2027, 2028, and 2029, and $0.5 million from January 1, 2030 to April 1, 2030. The facility will mature on April 1, 2030 and may be prepaid at any time without penalty.