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What changed in DHI GROUP, INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of DHI GROUP, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+281 added−247 removedSource: 10-K (2026-02-12) vs 10-K (2025-02-12)

Top changes in DHI GROUP, INC.'s 2025 10-K

281 paragraphs added · 247 removed · 194 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

58 edited+18 added−16 removed66 unchanged
Biggest changeWith over 20 years in the market, we believe ClearanceJobs is an indispensable and valuable business. We continue to transform our Dice brand into a similar career marketplace customized for the needs of its unique candidate and client communities.
Biggest changeWe continue to transform our Dice brand into a similar career marketplace customized for the needs of its unique candidate and client communities. Since 2021, we have launched products and services as part of Dice's career marketplace, eliminating tech debt and modernizing with tools and features which create more efficiency in the recruiting process.
Our Industry We primarily operate in the talent discovery and acquisition segment of the broader market for human capital management services through career sites for technology professionals. There is a shortage of skilled professionals worldwide and we believe that the overall demand for talent acquisition and career development products and services has significant long-term growth potential.
Our Industry We primarily operate in the talent discovery and acquisition segment of the broader market for human capital management services through career sites for technology professionals. There is a shortage of skilled technology professionals worldwide and we believe that the overall demand for talent acquisition and career development products and services has significant long-term growth potential.
Our competitors include: • social and professional networking sites, such as LinkedIn, Facebook, X and Google; • niche or specialist professional networking sites such as GitHub and Stack Overflow; • generalist job boards, some of which have substantially greater resources and brand recognition than we do, such as CareerBuilder, Monster, and Seek which, unlike specialized 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; • aggregators and distributors of job postings and profiles, including Indeed (owned by Recruit), TalentBin (owned by Monster Worldwide), Entelo, ZipRecruiter, and Google; • career-focused community sites such as Glassdoor; 11 Table of Contents • newspaper and magazine publishers, 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 partnered with generalist job boards; • specialized services focused specifically on the industries we service, such as Upwork; • new and emerging competitors with new business models and products; • our customers, who seek to recruit candidates directly by using their own resources, including corporate websites; and • general business sites and print publications, as well as technology news and information community sites, such as Google News, Digg.com and Reddit.com.
Our competitors include: 11 Table of Contents • social and professional networking sites, such as LinkedIn, Facebook, X and Google; • niche or specialist professional networking sites such as GitHub and Stack Overflow; • generalist job boards, some of which have substantially greater resources and brand recognition than we do, such as CareerBuilder, Monster, and Seek which, unlike specialized 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; • aggregators and distributors of job postings and profiles, including Indeed (owned by Recruit), TalentBin (owned by Monster Worldwide), Entelo, ZipRecruiter, and Google; • career-focused community sites such as Glassdoor; • newspaper and magazine publishers, 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 partnered with generalist job boards; • specialized services focused specifically on the industries we service, such as Upwork; • new and emerging competitors with new business models and products; • our customers, who seek to recruit candidates directly by using their own resources, including corporate websites; and • general business sites and print publications, as well as technology news and information community sites, such as Google News, Digg.com and Reddit.com.
We believe that a diverse board, management team and workforce that is reflective of our diverse customer base will position us to better understand customers’ wants and needs, which we believe drives our ability to deliver superior customer value and successfully innovate.
We believe that a diverse board, management team and workforce that is reflective of our customer base will position us to better understand customers’ wants and needs, which we believe drives our ability to deliver superior customer value and successfully innovate.
(1) For the year ended December 31, 2024, net income and diluted earnings per share includes the net negative impact of non cash stock-based compensation, restructuring, impairment, gain on investment and severance, professional fees and related costs of $11.2 million ($8.5 million net of tax), and discrete tax items of $2.3 million resulting in a net negative impact of $10.8 million, or $0.23 per diluted share.
For the year ended December 31, 2024, net income and diluted earnings per share includes the net negative impact of non-cash stock-based compensation, restructuring, impairment, gain on investment, and severance, professional fees, and related costs of $11.2 million ($8.5 million net of tax) and discrete tax items of $2.3 million, resulting in a net negative impact of $10.8 million, or $0.23 per diluted share.
The majority of our revenues in 2024 were generated through the sale of recruitment packages, which allow customers to promote jobs on our websites, source candidates through our resume databases and connect with candidates in a two-sided marketplace model. Recruitment packages are typically provided through contractual arrangements with annual, quarterly or monthly payment terms.
The majority of our revenues in 2025 were generated through the sale of recruitment packages, which allow customers to promote jobs on our websites, source candidates through our resume databases and connect with candidates in a two-sided marketplace model. Recruitment packages are typically provided through contractual arrangements with annual, quarterly or monthly payment terms.
Item 1. Business Introduction and Summary This section provides an overview of DHI Group, Inc. (“DHI,” the "Company," "we," "us," or "our"). Please see our consolidated financial statements included elsewhere in this report for additional discussion regarding our results of operations for the year ended December 31, 2024.
Item 1. Business Introduction and Summary This section provides an overview of DHI Group, Inc. (“DHI,” the "Company," "we," "us," or "our"). Please see our consolidated financial statements included elsewhere in this report for additional discussion regarding our results of operations for the year ended December 31, 2025.
Our employees are not represented by any union and are not the subject of a collective bargaining agreement. We believe that we have a good relationship with our employees and experienced strong engagement among team members during the year as evidenced by results from our annual engagement survey and below average turnover rate.
Our employees are not represented by any union and are not the subject of a collective bargaining agreement. We believe that we have a good relationship with our employees and experienced solid engagement among team members during the year as evidenced by results from our annual engagement survey and below average turnover rate.
Our privacy policies also explain the 12 Table of Contents circumstances under which we share this information and with whom. Professionals who register for our websites have the option of indicating specific areas of interest in which they are willing to receive offers via email. These offers contain content created either by us or our third-party partners.
Our privacy policies also explain the circumstances under which we share this information and with whom. Professionals who register for our websites have the option of indicating specific areas of interest in which they are willing to receive offers via email. These offers contain content created either by us or our third-party partners.
We believe that a focus on professional communities allows organizations to more efficiently identify talent, with more complete data and insights about that talent. 8 Table of Contents Our Value Proposition We are a leading provider of data, insights and employment connections through specialized online professional communities organized around common professional interests and skill sets powered by technology.
We believe that a focus on professional communities allows organizations to more efficiently identify talent, with more complete data and insights about that talent. Our Value Proposition We are a leading provider of data, insights and employment connections through specialized online professional communities organized around common professional interests and skill sets powered by technology.
Candidate Match and Search on Dice is powered by IntelliSearch, a proprietary machine-learning technology that is foundational to many Dice products and services. Approximately 90% of Dice revenue was derived from recruitment packages in 2024. Dice offers tools, advice and support to help U.S. tech professionals registered on the platform find relevant jobs, evaluate companies and connect with recruiters.
Candidate Match and Search on Dice is powered by IntelliSearch, a proprietary machine-learning technology that is foundational to many Dice products and services. Approximately 90% of Dice revenue was derived from recruitment packages in 2025. Dice offers AI-driven tools, advice and support to help U.S. tech professionals registered on the platform find relevant jobs, evaluate companies and connect with recruiters.
Within the platform, tech professionals can build profiles, post resumes, search jobs and access career-related content, tech career and hiring news and tools. To help make their job search more efficient, Dice job alerts deliver personalized opportunities to candidates through features like IntelliSearch job recommendations and Dice Match capabilities.
Tech professionals can build profiles, post resumes, search jobs and access career-related content, tech career and hiring news and tools. To help make their job search more efficient, Dice job alerts deliver personalized opportunities to candidates through features like IntelliSearch job recommendations and Dice Match capabilities.
Since joining DHI in 2018, CEO Art Zeile has built a leadership team capable of driving growth and supporting a culture of high performance. The leadership team continually advances their functional areas to drive results in the business, working towards the common goal of launching and landing innovative products in the market.
Investing in functional excellence and product innovation. Since joining DHI in 2018, CEO Art Zeile has built a leadership team capable of driving growth and supporting a culture of high performance. The leadership team continually advances their functional areas to drive results in the business, working towards the common goal of launching and landing innovative products in the market.
For customers, our marketing and sales teams work in lockstep to develop new customer relationships and maintain high customer satisfaction. Customer marketing efforts range from creating and capturing demand to retention-focused activities. Marketing supports the entire customer journey, from problem and brand/product awareness to affinity and consideration, intent 10 Table of Contents and purchase, and onboarding.
For customers, our marketing and sales teams work in lockstep to develop new customer relationships and maintain high customer satisfaction. Customer marketing efforts range from creating and capturing demand to retention-focused activities. Marketing supports the entire customer journey, from problem and brand/product awareness to affinity and consideration, intent and purchase, and onboarding.
Compliance with these laws may be expensive and could harm our business. Any failure by the Company to comply with these laws and regulations could result in actions against us by governmental authorities or other entities, which could harm our business, including governmental or court orders that we cease certain activities. See Item 1A.
Any failure by the Company to comply with these laws and regulations could result in actions against us by governmental authorities or other entities, which could harm our business, including governmental or court orders that we cease certain activities. See Item 1A.
Our reports filed with the SEC are also available free of charge by visiting http://www.sec.gov. 14 Table of Contents
Our reports filed with the SEC are also available free of charge by visiting http://www.sec.gov. 15 Table of Contents
As more employers use the subscription-based offerings to find, attract, engage and hire the highest quality tech professionals, the Company continues to invest in product development and marketing to expand the technologist community and create an ideal onboarding experience for tech talent.
As more employers use the subscription-based offerings to find, attract, engage and hire the highest quality tech professionals, the Company continues to invest in product development and marketing to expand the technologist community and create an ideal onboarding experience for tech 9 Table of Contents talent.
We have dramatically improved the quality of our Dice candidates to a level we believe is best-in-class and plan continued vigilance and 9 Table of Contents innovation to drive continued improvements.
We have dramatically improved the quality of our Dice candidates to a level we believe is best-in-class and plan continued vigilance and innovation to drive continued improvements.
If we fail to manage our technical operations infrastructure, our existing customers may experience services outages, and our new customers may experience delays in the deployment of our solution.” Human Capital Disclosures Employees As of December 31, 2024, we had approximately 414 employees.
If we fail to manage our technical operations infrastructure, our existing customers may experience services outages, and our new customers may experience delays in the deployment of our solution.” Human Capital Disclosures Employees As of December 31, 2025, we had approximately 270 employees.
We also believe that certain industries that employ highly-skilled and highly-paid professionals will experience particularly strong demand for effective recruiting solutions due to the scarcity of such professionals. For example, as of December 2024, the seasonally unadjusted U.S. unemployment rate was 2.0% for computer-related occupations as compared to the overall national average of 4.1%, seasonally adjusted.
We also believe that certain industries that employ highly-skilled and highly-paid professionals will experience particularly strong demand for effective recruiting solutions due to the scarcity of such professionals. For example, as of December 2025, the seasonally unadjusted U.S. unemployment rate was 3.3% for computer-related occupations as compared to the overall national average of 4.4%, seasonally adjusted.
In addition to technologies we leverage for fraud detection, our customer support departments perform some compliance functions, such as reviewing the websites for false or inaccurate job postings. Customers We currently serve a diversified customer base consisting of approximately 7,700 customers in total. No one customer accounted for more than 10% of our revenues in 2024.
In addition to technologies we leverage for fraud detection, our customer support departments perform some compliance functions, such as reviewing the websites for false or inaccurate job postings. Customers We currently serve a diversified customer base consisting of approximately 9,100 customers in total. No one customer accounted for more than 10% of our revenues in 2025.
Industry and Skill Focused Brands During 2024 we offered our talent acquisition and career development products and tools through the following brands: Service Yrs. in Operation Specialized Focus Primary Source of Revenues ClearanceJobs 22 Security-cleared professionals Recruitment packages 1 Dice 34 Technology and engineering in the U.S.
Industry and Skill Focused Brands During 2025 we offered our talent acquisition and career development products and tools through the following brands: Service Yrs. in Operation Specialized Focus Primary Source of Revenues ClearanceJobs 23 Security-cleared professionals Recruitment packages 1 Dice 35 Technology and engineering in the U.S.
(2) Leverage Ratio, as defined in the Company's credit agreement, is computed by dividing debt by Adjusted EBITDA. 6 Table of Contents Company Profile DHI was incorporated in Delaware on June 28, 2005 and is a leading provider of artificial intelligence-powered software products, online tools and services to deliver career marketplaces to candidates and employers globally.
(2) Leverage Ratio is computed by dividing debt by Adjusted EBITDA. 6 Table of Contents Company Profile DHI was incorporated in Delaware on June 28, 2005 and is a leading provider of artificial intelligence-powered software products, online tools and services to deliver career marketplaces to candidates and employers.
Our customers include small, mid-sized and large direct employers, staffing companies, recruiting agencies, consulting firms and marketing departments of companies. As of December 31, 2024 notable customers of the ClearanceJobs and Dice businesses included AT&T, Adecco, CACI, Cisco, Capital One, Edward Jones, General Dynamics, Kforce, Microsoft, Northrop Grumman, Bank of America and DISH Network.
Our customers include small, mid-sized and large direct employers, staffing companies, recruiting agencies, consulting firms and marketing departments of companies. As of December 31, 2025 notable customers of the ClearanceJobs and Dice businesses included AT&T, Adecco, CACI, Cisco, Capital One, General Dynamics, Kforce, Microsoft, and Northrop Grumman.
Dice had approximately 72,000 job postings as of December 31, 2024 and during 2024, Dice had, on average, approximately 2.3 million monthly users. Customers can purchase recruitment packages, job postings or advertisements. Recruitment packages offer our customers the ability to access candidate profiles and post jobs.
Dice had approximately 83,000 job postings as of December 31, 2025 and during 2025, Dice had, on average, approximately 1.5 million monthly users. Customers can purchase recruitment packages, job postings or advertisements. Recruitment packages offer our customers the ability to access candidate profiles and post jobs.
Further, any failure by us to adequately protect our users’ privacy and data could result in a loss of confidence in our products and services and, ultimately, in a loss of customers, which could have an adverse effect on our business, and could subject the Company to penalties or liability. Furthermore, favorable laws may change, including, for example, the U.S.
Further, any failure by us to adequately protect our users’ privacy and data could result in a loss of confidence in our products and services and, ultimately, in a loss of customers, which could have an adverse effect on our business, and could subject the Company to penalties or liability.
We own a number of registered, applied for and/or unregistered trademarks and service marks that we use in connection with our businesses. Our trademarks and registered trademarks in the United States include the stylized designs for CLEARANCEJOBS.COM, DICE, the plain usage of cleaarancejobs.com, the stylized "Dice" logo and social media "D" logo, as well as DHI.
We own a number of registered, and unregistered trademarks and service marks that we use in connection with our businesses. Our trademarks and registered trademarks in the United States include the stylized designs for CLEARANCEJOBS.COM, DICE, the plain usage of clearancejobs.com, the stylized "Dice" logo and social media "D" logo, and both the black and white and colorized ClearanceJobs logo.
With the advent of AI technologies, recruiters can leverage advanced algorithms and machine learning to sift through vast amounts of data, identifying suitable candidates more efficiently. Automated screening processes can analyze resumes, assess skills, and predict candidate success, streamlining the initial stages of recruitment. Additionally, AI allows faster screening of applicants while reducing bias in the recruitment process.
With the advent of AI technologies, recruiters can leverage advanced algorithms and machine learning to sift through vast amounts of data, identifying suitable candidates more efficiently. Automated screening processes can analyze resumes, assess skills, and predict candidate success, streamlining the initial stages of 8 Table of Contents recruitment.
As of December 31, 2024, we employed 152 sales and support personnel in the United States. We also invest in fraud detection initiatives and maintain teams of account managers and customer support specialists who work to ensure customers get the most from our products and services by providing training and assistance.
We also invest in fraud detection initiatives and maintain teams of account managers and customer support specialists who work to ensure customers get the most from our products and services by providing training and assistance.
Built on a unique cohort of candidates and specialized employer and recruiter tools together, ClearanceJobs is a highly interactive two-sided marketplace environment. These attributes provide clear and measurable return on investment for clients and has contributed to ClearanceJobs more than doubling its revenue over the past five years.
Built on a unique cohort of candidates and specialized employer and recruiter tools together, ClearanceJobs is a highly interactive two-sided marketplace environment. These attributes provide clear and measurable return on investment for clients and have contributed to ClearanceJobs growing its revenue each year for over ten years.
Additionally, the Company has a tuition reimbursement program designed to provide employees with financial assistance in continuing their education. Diversity Inclusion and diversity remain key priorities for the Company. The diverse backgrounds, skills and experiences of executive officers, board members, and employees are important to both our values and performance.
The Company budgets for professional development training at the functional group level. Additionally, the Company has a tuition reimbursement program designed to provide employees with financial assistance in continuing their education. Inclusion Inclusion remains a key priority for the Company. The backgrounds, skills and experiences of executive officers, board members, and employees are important to both our values and performance.
We do not ask professionals or customers to supply social security numbers. Our business data is separated from website operations by a variety of security layers including network segmentation, physical and logical access controls, firewalls, and many industry-accepted, best-practice information security controls.
Our business data is separated from website operations by a variety of security layers including network segmentation, physical and logical access controls, firewalls, and many industry-accepted, best-practice information security controls.
In connection with our ClearanceJobs and Dice brands, DHI offers other services such as: 1) virtual and live career events; 2) sourcing services, which is a premium service delivering sourced and screened candidates to recruiters and employers; and 3) content and data services that provides tailored content to help professionals manage their careers and provide employers insight into recruiting strategies and trends.
In connection with our ClearanceJobs and Dice brands, DHI offers other services such as: 1) virtual and live career events; 2) talent sourcing services, which is a premium staffing service delivering sourced and screened contract or full-time candidates to recruiters and employers; 3) applicant tracking system, a premium add-on service to automate job postings, streamline workflows and enhance sourcing capabilities; and 4) content and data services that provides tailored content to help professionals manage their careers and provide employers insight into recruiting strategies and trends.
In this environment, we believe there is an opportunity for career management and talent acquisition tools that leverage the common interests, goals and skills of select professional communities.
Additionally, AI allows faster screening of applicants while reducing bias in the recruitment process. In this environment, we believe there is an opportunity for career management and talent acquisition tools that leverage the common interests, goals and skills of select professional communities.
“Risk Factors—Misappropriation or misuse of our intellectual property could harm our reputation, affect our competitive position and cost us money.” Investments DHI has made no significant investments through acquisitions during the past five years. See also Note 7 of the notes to consolidated financial statements.
Risk Factors "Misappropriation or misuse of our intellectual property could harm our reputation, affect our competitive position and cost us money.” Investments DHI has made no significant investments through acquisitions during the past three years.
Given uncertainty around these rules, including changing interpretations, amendments or repeal, coupled with potentially significant political and economic power of local network operators, we could experience discriminatory or anti-competitive practices that could impede our growth, cause us to incur additional expense, or otherwise negatively affect our business. 13 Table of Contents The application of laws and regulations affecting online business to our products and services is often unclear, and these laws and how various jurisdictions interpret these laws continue to evolve.
Given uncertainty around these rules, including changing interpretations, amendments or repeal, coupled with potentially significant political and economic power of local network operators, we could experience discriminatory or anti-competitive practices that could impede our growth, cause us to incur additional expense, or otherwise negatively affect our business.
Information Availability Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy and information statements and other material information concerning us are available, as soon as reasonably practicable after we electronically file or furnish such information to the Securities and Exchange Commission (the "SEC"), free of charge on the Investors page of our website at www.dhigroupinc.com.
In 2025, the Company continued its practice of offering inclusive fertility benefits which support all paths to parenthood and benefits to cover travel expenses related to women's health. 14 Table of Contents Information Availability Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy and information statements and other material information concerning us are available, as soon as reasonably practicable after we electronically file or furnish such information to the Securities and Exchange Commission (the "SEC"), free of charge on the Investors page of our website at www.dhigroupinc.com.
For the year ended December 31, 2023, net income and diluted earnings per share includes the net negative impact of non cash stock-based compensation, restructuring, impairment, gain on investment and severance, professional fees and related costs of $12.2 million ($9.1 million net of tax), and discrete tax items of $1.1 million resulting in a net negative impact of $8.0 million, or $0.18 per diluted share.
(1) For the year ended December 31, 2025, net loss and diluted loss per share includes the net negative impact of non-cash stock-based compensation, restructuring, impairments, and severance, professional fees and related costs of $32.8 million ($26.7 million net of tax) and discrete tax items of $0.1 million, resulting in a net negative impact of $26.8 million, or $0.59 per diluted share.
In addition, numerous state legislatures have passed, or are contemplating passing legislation similar in nature to the CPRA. To the extent these laws differ from existing laws, our compliance efforts will be further complicated. Complying with these varying requirements could cause us to incur additional costs and change our business practices.
To the extent these laws differ from existing laws, our compliance efforts will be further complicated. Complying with these varying requirements could cause us to incur additional costs and change our business practices.
In recognition of DHI’s culture of inclusivity, the Company received several employer awards including earning a Great Place to Work® certification for the third year in a row, landing #49 on Newsweek’s list of America’s Most Loved Workplaces, and earning a Best Company to Work for from U.S. News & World Report.
An empowered and engaged team In recognition of DHI’s culture of inclusivity and making DHI an ideal employer, the Company received several employer awards including earning Great Place to Work for the fourth year in a row, landing #44 on the list of America’s Most Loved Workplaces as featured in the Wall Street Journal, and earning a Best Company to Work for from U.S.
Registrations for both the black and white and colorized ClearanceJobs logo have also been filed, further protecting our intellectual property. Registrations for trademarks may be maintained indefinitely, as long as the trademark owner continues to use and police the trademarks and timely renews registrations with the applicable governmental office.
Registrations for trademarks may be maintained indefinitely, as long as the trademark owner continues to use and police the trademarks and timely renews registrations with the applicable governmental office.
We are investing to further increase the pace of innovation by organizing talent on our technology team, centered around a development model to increase the quality and speed of product delivery.
At Dice these products include: Dice Technologist Dashboard, Easy Post for SmartRecruiters ATS, a Candidate homefeed redesign, and the Dice Employer Experience Platform. We are investing to further increase the pace of innovation by organizing talent on our technology team, centered around a development model to increase the quality and speed of product delivery.
Our customer success team executed new strategies to drive proactive external engagement and report real-time feedback to better include the customer voice to influence our product roadmap. We plan to continue growing our sales team as opportunities arise. Marketing and Sales DHI Group’s brands are built on providing value to both sides of a thriving career marketplace.
We plan to continue growing our sales team as opportunities arise. Marketing and Sales DHI Group’s brands are built on providing value to both sides of a thriving career marketplace.
In 2024, Dice leveraged its All Jobs strategy to increase job volume for professionals, released a number of features to expand the marketplace and create higher engagement between employers and tech candidates on the platform . Investing in functional excellence and product innovation.
In 2024, Dice leveraged its All Jobs strategy to increase job volume for professionals, released a number of features to expand the marketplace and create higher engagement between employers and tech candidates on the platform. In 2025 Dice launched Dice Employer Experience, a comprehensive platform redesign that modernizes tech hiring with AI-powered tools, streamlined workflows, and enhanced candidate targeting.
Our consumer marketing focuses on growing the number of professionals who engage with our content, visit our websites and become members, as the more active and interested consumers we have within our platforms, the more attractive our products and services are to our customers.
Technologists join and engage to find jobs and develop their careers, and customers (staffing firms, recruiting firms and companies hiring professionals in our areas of expertise) use our platforms and support to find the right talent for their open roles. 10 Table of Contents Our consumer marketing focuses on growing the number of professionals who engage with our content, visit our websites and become members, as the more active and interested consumers we have within our platforms, the more attractive our products and services are to our customers.
Our sales team is organized by brand, market segment, and geography and targets Fortune 1000 companies, large staffing and recruiting firms and other large and mid-size commercial businesses. Our strategy in 2024 focused on continuing to execute against our solution-oriented sales approach. In addition, we continued to focus on customer engagement to drive best-in-class customer satisfaction scores.
Our sales team is organized by brand, market segment, and geography and targets Fortune 1000 companies, large staffing and recruiting firms and other large and mid-size businesses. Our strategy in 2025 focused on continuing to execute against our solution-oriented sales approach and training sales team members to sell new features such as applicant tracking systems or talent sourcing services.
Diluted earnings per share (1) $ 0.01 $ 0.08 (88) % Net cash flows from operating activities $ 21,045 $ 21,345 (1) % Adjusted EBITDA (2) $ 35,313 $ 36,254 (3) % Adjusted EBITDA Margin (2) 25 % 24 % n.m.
Diluted earnings (loss) per share (1) $ (0.30) $ 0.01 n.m. Net cash flows from operating activities $ 21,102 $ 21,045 — % Fixed asset purchases $ (7,309) $ (13,932) (48) % Adjusted EBITDA (2) $ 35,103 $ 35,313 (1) % Adjusted EBITDA Margin (2) 27 % 25 % n.m.
(2) For a description of these non-GAAP measures and reasons why management believes they provide useful information to investors, please see Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations, Non-GAAP Financial Measures” located elsewhere in this report. 5 Table of Contents 2024 Highlights Given the lessened demand for hiring tech professionals, we focused our attention on improving our users' experience and on improving our profitability.
(2) For a description of these non-GAAP measures and reasons why management believes they provide useful information to investors, please see Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations, Non-GAAP Financial Measures” located elsewhere in this report. 5 Table of Contents 2025 Highlights 2025 was a transformative year for DHI, marked by expanded product offerings across ClearanceJobs and Dice and a streamlined workforce that drove greater organizational efficiency.
Regulation and Legislation User Privacy We collect, store and use a variety of information about both professionals and customers on our website properties. Within the websites, the information that is collected, stored, and used has been provided by the professionals or customers with the intent of making it publicly available.
Within the websites, the information that is collected, stored, and used has been provided by the professionals or customers with the intent of making it publicly available. We do not ask professionals or customers to supply social security numbers.
(in thousands) FY 2024 FY 2023 Change Revenues $ 141,926 $ 151,878 (7) % Operating income $ 6,325 $ 6,288 1 % Income before income taxes $ 2,950 $ 3,622 (19) % Net income (1) $ 253 $ 3,491 (93) % Net income margin — % 2 % n.m.
(in thousands) FY 2025 FY 2024 Change Revenues $ 127,826 $ 141,926 (10) % Operating income (loss) $ (11,373) $ 6,325 n.m. Income (loss) before income taxes $ (14,688) $ 2,950 n.m. Net income (loss) (1) $ (13,510) $ 253 n.m. Net income (loss) margin (11) % — % n.m.
The Company has employee resource groups led by employees of underrepresented populations to share experiences and have a shared space. The internal policies of the Company encourage attracting diverse candidates, ensuring that all team members are treated fairly and equally, amongst other things.
The internal policies of the Company encourage attracting candidates in the widest talent pool ensuring that all team members are treated fairly and equally, amongst other things.
Diverse perspectives amongst our management team and board allows them to evaluate issues through different experiences and perspectives and help guide the Company in a thoughtful way.
Diverse perspectives amongst our management team and board allows them to evaluate issues through different experiences and perspectives and help guide the Company in a thoughtful way. The Company’s internal Diversity, Equity and Inclusion program is based on promoting a culture of inclusivity, and includes Allyship training, which teaches team members how to better support regardless of individual differences.
We are committed to balancing profitability and cash flow with the need to invest in innovation. Recognizing the continued risks inherent in the economy, the Company reduced its debt $6.0 million during 2024 to $32 million outstanding under our $100 million credit facility. This resulted in a leverage ratio 2 of 0.9 times annual adjusted EBITDA.
Recognizing the continued risks inherent in the economy, the Company continued to target a leverage ratio 2 of ~1.0 times Adjusted EBITDA. Cash was $2.9 million at year end and total debt was $30 million under our $100 million facility.
Specifically, in 2024 the Company released a number of products to help employers find tech candidates and to help technologists further their careers. At ClearanceJobs these products include: ClearanceJobs Live Stream video content for the cleared community and ClearanceJobs Pulse newsfeed, promoting professionals' status updates and in-platform social engagement.
Specifically, in 2025 the Company released a number of products to help employers find tech candidates and to help technologists further their careers. At ClearanceJobs these products include: ClearanceJobs Expanded Multi-Factor Authentication, ClearanceJobs Live Enhancements, Candidate Experience Personalization, AgileATS and Premium Candidate Experience.
Court of Appeals 6th Circuit decision striking down net neutrality regulations.
Furthermore, favorable laws may change, including, for example, the 2025 U.S. Court of Appeals 6th Circuit decision striking down net neutrality regulations.
The platform provides opportunities for employers and candidates to engage in real-time through messaging and live video, and for employers to promote differentiators through a multitude of branding products and features. The majority of candidates with resumes on our site have high-level security clearance.
The platform provides opportunities for employers and candidates to engage in real-time through messaging and live video, and for employers to promote differentiators through a multitude of branding products and features. ClearanceJobs had approximately 56,000 job postings as 7 Table of Contents of December 31, 2025 and during 2025, ClearanceJobs had, on average, 967,000 monthly users.
ClearanceJobs had approximately 56,000 job postings as of December 31, 2024 and during 2024, ClearanceJobs had, on average, 1.1 million monthly users. 7 Table of Contents Dice has been a go-to destination for technology and engineering talent in the United States for almost 35 years.
Approximately 90% of ClearanceJobs revenue was derived from recruitment packages in 2025. Dice has been a go-to destination for technology and engineering talent in the United States for 35 years.
We believe there is significant opportunity to grow our customer base and expand to new revenue opportunities, particularly with commercial accounts, or clients who recruit for their own needs, with an expanded and better enabled sales force and at ClearanceJobs by growing relationships directly with government agencies.
We believe there is significant opportunity to grow our customer base and expand to new revenue opportunities, particularly with smaller employers by providing the ability for new clients to purchase recruitment packages online, and with staffing solutions at the contract or full-time level.
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Additionally, our two brands, ClearanceJobs and Dice, introduced a number of new products to increase engagement and connections between candidates and recruiters. In recognition of DHI's culture of caring for employees, the Company received several employer awards. Financial Performance DHI’s revenue and customer count has tracked the overall demand for tech talent over the past two years.
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The acquisition of AgileATS strengthened ClearanceJobs’ portfolio by introducing a new service offering that delivers an end-to-end solution in the government technology (GovTech) recruiting market, expanding the brand’s total addressable market.
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Revenue in 2024 declined by 7% year over year. The number of new tech job postings did inflect, however, and grew slowly in the latter part of 2024. With that shift we believe DHI will return to revenue growth over time.
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Meanwhile, Dice made significant advancements to its platform, substantially reducing legacy technical debt and enabling the launch of modern tools that empowers employer self-service and enhances job discovery and matching for candidates seeking technology roles.
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ClearanceJobs and Dice revenue renewal rates were 95% and 78%, respectively, while retention rates for the year were solid at 111% for ClearanceJobs and 98% for Dice. Our churn is attributable to smaller customers, rather than larger established firms.
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Financial Performance In a year shaped by unprecedented macroeconomic volatility and a softened technology hiring market coupled with headwinds in government hiring, the Company experienced a revenue decline of 10% year-over-year. Despite these near-term challenges, the Company made meaningful progress modernizing its brand platforms and strengthening differentiation in AI-driven talent acquisition and making fiscally responsible decisions.
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DHI Group's net income margin decreased from 2% in 2023 to 0% in 2024 while Adjusted EBITDA margin 1 improved from 24% in 2023 to 25% in 2024. In addition, DHI's capitalized development costs, which are included in purchases of fixed assets, declined $3.9 million in 2024 to $12.5 million.
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These strategic investments position the Company to capitalize on improving economic conditions and renewed hiring activity. ClearanceJobs and Dice 2025 revenue renewal rates remained solid at 89% and 72%, respectively, while retention rates for the year were 106% for ClearanceJobs and 94% for Dice, demonstrating larger more stable clients continue to find value in its services.
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Cash was $3.7 million at year end. Engaging with tech and security-cleared candidates As part of its “All Jobs” initiative, Dice sold a number of services in a bundled format including the opportunity for clients to post all their jobs without limitation with us.
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Our churn continued to be associated with smaller clients with less than $15,000 annual spend. DHI's net income margin declined to -11% while our Adjusted EBITDA 1 margin increased to 27% while continuing to invest in products and services to deliver value to clients and candidates.
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As a result, we increased job volumes for technology professionals, strengthening the value proposition that Dice is the go-to-platform for advancing a tech career. As a recognition of the importance of the increasing use of mobile phones in customers' business lives, we launched Dice Recruiter 1.0, the brand’s first mobile app for employers.
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Transforming tech hiring and expanding the security-cleared hiring mission ClearanceJobs meaningfully advanced its mission and expanded its service offering with the acquisition of AgileATS, which is a premium offering to ClearanceJobs’ clients, particularly small and mid-sized employers which lack a dedicated applicant tracking system.
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This iOS app helps recruiters stay connected with top tech talent even when on the go. ClearanceJobs Live brings live streaming video content to the cleared community. This allows recruiters a myriad of new ways to engage passive talent.
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ClearanceJobs launched Premium Candidate Experience, a subscription which enables security-cleared talent on the platform to pay a fee to heighten their presence to recruiters on the CJ platform, the first ever candidate monetization opportunity in CJ’s offering.
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Dice launched an alpha version of its new webstore that allows recruiters to purchase individual Dice services short of a subscription without engaging with a sales-person. We believe that this experience with Dice services reinforces the brand’s value proposition and will provide new growth for the platform.
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Dice launched its new Employer Experience, a comprehensive redesigned platform that modernizes tech hiring with AI-powered tools, streamlines workflows and enhances candidate targeting to help recruiters connect with qualified tech talent faster and more efficiently.
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An empowered and inspired team Company culture is a foundation for employee, organizational and overall success, fostering an environment where people feel valued and motivated.
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Dice also launched a modernized dashboard and job detail page to enhance performance and update match features to help candidates better evaluate job fit, making it easier find similar jobs and stay engaged with employers.
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Employees specifically appreciate the CEO, the environment for LGBTQIA+ team members as well as the attention to benefits for Parents and Caregivers. We ended the year with a voluntary employee turnover rate of 5.7%, well below industry averages.
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News & World Report for the second year in a row. The Company was recognized specifically as a loved workplace for inclusivity, for parents and caregivers, and for mental health care.
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We officially launched all elements of the career marketplace features for Dice in 2021 and focused 2022 on landing launches and driving adoption with customers while launching new products to create efficiency in the recruiting process.
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Built within the platform is a highly specialized taxonomy which maps 100,000+ skills and associates job skill terms with a job skill listed on a candidate's profile. Coupled with Dice's AI tools, the taxonomy delivers a variety of services to help tech professionals find ideal jobs.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe determination of our provision for income taxes and current and deferred tax assets and liabilities requires judgment and estimation. There are many transactions and calculations where the ultimate tax determination is uncertain. Although we believe our tax estimates are reasonable, the ultimate tax outcome may differ materially from the tax amounts recorded in our consolidated financial statements.
Biggest changeWe may become subject to future tax assessments by various authorities. The determination of our provision for income taxes and current and deferred tax assets and liabilities requires judgment and estimation. There are many transactions and calculations where the ultimate tax determination is uncertain.
As a result, they may be in a position to respond more quickly to new or emerging technologies and changes in customer requirements, and to develop and promote their products and services more effectively than we can.
As a result, they may be in a position to respond more quickly to new or emerging technologies and changes in customer requirements, and to develop and promote their products and services more effectively than we can.
We may not be able to adapt to such technological changes or offer new products on a timely or cost-effective basis or establish or maintain competitive positions.
We may not be able to adapt to such technological changes or offer new products on a timely or cost-effective basis or establish or maintain competitive positions.
Factors that may contribute to the variability of our operating results include: • the size and seasonal variability of our customers’ recruiting and marketing budgets; • the emergence of new competitors in our market whether by established companies or the entrance of new companies; • the cost of investing in our technology infrastructure may be greater than we anticipate; • our ability to increase our customer base and customer and professional engagement; • disruptions or outages in the availability of our websites, actual or perceived breaches of privacy and compromises of our customers’ or professionals’ data; • changes in our pricing policies or those of our competitors; • macroeconomic changes, in particular, deterioration in labor markets, which would adversely impact sales of our hiring solutions, or economic growth that does not lead to job growth; • costs associated with data security which is becoming increasingly complex; • the timing and costs of expanding our organization and delays or inability in achieving expected productivity; • the timing of certain expenditures, including hiring of employees and capital expenditures; • our ability to increase sales of our products and solutions to new customers and expand sales of additional products and solutions to our existing customers; • the extent to which existing customers renew their agreements with us and the timing and terms of those renewals; and 26 Table of Contents • general industry and macroeconomic conditions.
Factors that may contribute to the variability of our operating results include: • the size and seasonal variability of our customers’ recruiting and marketing budgets; • the emergence of new competitors in our market whether by established companies or the entrance of new companies; • the cost of investing in our technology infrastructure may be greater than we anticipate; • our ability to increase our customer base and customer and professional engagement; • disruptions or outages in the availability of our websites, actual or perceived breaches of privacy and compromises of our customers’ or professionals’ data; • changes in our pricing policies or those of our competitors; • macroeconomic changes, in particular, deterioration in labor markets, which would adversely impact sales of our hiring solutions, or economic growth that does not lead to job growth; • costs associated with data security which is becoming increasingly complex; • the timing and costs of expanding our organization and delays or inability in achieving expected productivity; • the timing of certain expenditures, including hiring of employees and capital expenditures; • our ability to increase sales of our products and solutions to new customers and expand sales of additional products and solutions to our existing customers; • the extent to which existing customers renew their agreements with us and the timing and terms of those renewals; and 27 Table of Contents • general industry and macroeconomic conditions.
Even if we are successful in making an acquisition, we may encounter numerous risks, including the following: • expenses, delays and difficulties in integrating the operations, technologies and products of acquired companies; • potential disruption of our ongoing operations; • diversion of management’s attention from normal daily operations of our business; • inability to maintain key business relationships and the reputations of acquired businesses; • the difficulty of integrating acquired technology and rights into our services and unanticipated expenses related to such integration; • the impairment of relationships with customers and partners of the acquired companies or our customers and partners as a result of the integration of acquired operations; • the impairment of relationships with employees of the acquired companies or our employees as a result of integration of new management personnel; 17 Table of Contents • entry into markets in which we have limited or no prior experience and in which our competitors have stronger market positions; • dependence on unfamiliar employees, affiliates and partners; • the amortization of acquired companies’ intangible asset; • insufficient revenues to offset increased expenses associated with the acquisition; • inability to maintain our internal standards, controls, procedures and policies; • reduction or replacement of the sales of existing services by sales of products and services from acquired business lines; • potential loss of key employees of the acquired companies; • difficulties integrating the personnel and cultures of the acquired companies into our operations; and • the impact of potential liabilities or unknown liabilities of the acquired businesses.
Even if we are successful in making an acquisition, we may encounter numerous risks, including the following: • expenses, delays and difficulties in integrating the operations, technologies and products of acquired companies; • potential disruption of our ongoing operations; • diversion of management’s attention from normal daily operations of our business; • inability to maintain key business relationships and the reputations of acquired businesses; • the difficulty of integrating acquired technology and rights into our services and unanticipated expenses related to such integration; • the impairment of relationships with customers and partners of the acquired companies or our customers and partners as a result of the integration of acquired operations; • the impairment of relationships with employees of the acquired companies or our employees as a result of integration of new management personnel; 18 Table of Contents • entry into markets in which we have limited or no prior experience and in which our competitors have stronger market positions; • dependence on unfamiliar employees, affiliates and partners; • the amortization of acquired companies’ intangible asset; • insufficient revenues to offset increased expenses associated with the acquisition; • inability to maintain our internal standards, controls, procedures and policies; • reduction or replacement of the sales of existing services by sales of products and services from acquired business lines; • potential loss of key employees of the acquired companies; • difficulties integrating the personnel and cultures of the acquired companies into our operations; and • the impact of potential liabilities or unknown liabilities of the acquired 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.
While we attempt to ensure that the quality of our brands is maintained by these licensees, we cannot assure 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.
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 Dice.com are generally highly educated, have extensive work experience, and the majority are currently employed.
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.
We also compete with general business sites and print publications, as well as technology news and information community sites, such as Google News, Digg.com and Reddit.com. In addition, we face competition from aggregators of classified advertising, including TalentBin, Entelo, JobDiva, Daxtra, CEIPAL, and Google.
We also compete with general business sites and print publications, as well as technology news and information community sites, such as Google News and Reddit.com. In addition, we face competition from aggregators of classified advertising, including TalentBin, Entelo, JobDiva, Daxtra, CEIPAL, and Google.
Our technology operations are dependent in part on our ability to protect our operating systems against, among other events: • physical damage from acts of God; • terrorist attacks or other acts of war; • power loss; • telecommunications failures; • network, hardware or software failures; • physical and electronic break-ins; • cyber security attacks; 21 Table of Contents • computer viruses or worms; • identity theft; • phishing attempts; and • similar events.
Our technology operations are dependent in part on our ability to protect our operating systems against, among other events: • physical damage from acts of God; • terrorist attacks or other acts of war; • power loss; • telecommunications failures; • network, hardware or software failures; • physical and electronic break-ins; • cyber security attacks; 22 Table of Contents • computer viruses or worms; • identity theft; • phishing attempts; and • similar events.
Failure to timely report incidents under these or other similar rules could also result in monetary fines, sanctions, or subject us to other forms of liability. This 22 Table of Contents regulatory environment is increasingly challenging and may present material obligations and risks to our business, including significantly expanded compliance burdens, costs and enforcement risks.
Failure to timely report incidents under these or other similar rules could also result in monetary fines, sanctions, or subject us to other forms of liability. This 23 Table of Contents regulatory environment is increasingly challenging and may present material obligations and risks to our business, including significantly expanded compliance burdens, costs and enforcement risks.
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 15 Table of Contents capabilities, such as recruitment websites, or have recently partnered with generalist job boards.
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 16 Table of Contents websites, or have recently partnered with generalist job boards.
Failure to provide adequate privacy protections and maintain compliance with the new data privacy laws, including the CPRA, could have a material adverse effect on our financial condition and results of operations. 24 Table of Contents Our business is subject to U.S. government regulation of the Internet and taxation, which may have a material adverse effect on our business.
Failure to provide adequate privacy protections and maintain compliance with the new data privacy laws, including the CPRA, could have a material adverse effect on our financial condition and results of operations. 25 Table of Contents Our business is subject to U.S. government regulation of the Internet and taxation, which may have a material adverse effect on our business.
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 20 Table of Contents impact on human rights, privacy, employment, or other social, economic, or political issues, we may experience brand or reputational harm.
Some AI scenarios present ethical issues or may have broad impacts on society. If we enable or offer AI 21 Table of Contents 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.
Our indebtedness could limit our ability to: obtain necessary additional financing for working capital, capital expenditures or other purposes in the future; 19 Table of Contents plan for, or react to, changes in our business and the industries in which we operate; make future acquisitions or pursue other business opportunities; or react in an extended economic downturn.
Our indebtedness could limit our ability to: obtain necessary additional financing for working capital, capital expenditures or other purposes in the future; 20 Table of Contents plan for, or react to, changes in our business and the industries in which we operate; make future acquisitions or pursue other business opportunities; or react in an extended economic downturn.
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 compete with generalist job boards, some of which have substantially greater resources and brand recognition than we do, such as 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.
If we cannot provide high quality career services, fail to protect, promote and maintain our brands or incur excessive expenses 16 Table of Contents 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.
If we cannot provide high quality career services, fail to protect, promote and maintain our brands or incur excessive expenses 17 Table of Contents 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.
While we believe our application and network architecture and use of multiple availability 23 Table of Contents zones and regions within AWS reduce our risk, our business would be harmed if our customers and potential customers believe our services are unreliable.
While we believe our application and network architecture and use of multiple availability 24 Table of Contents zones and regions within AWS reduce our risk, our business would be harmed if our customers and potential customers believe our services are unreliable.
If our development efforts fail to facilitate such activities on our web properties, the level of user engagement and interaction will not increase and may decline. Even if we succeed in facilitating such activities on our sites, there can be no assurance that such improvements will be deployed in a timely or cost- 18 Table of Contents effective manner.
If our development efforts fail to facilitate such activities on our web properties, the level of user engagement and interaction will not increase and may decline. Even if we succeed in facilitating such activities on our sites, there can be no assurance that such improvements will be deployed in a timely or cost-effective manner.
Fluctuations in the valuation of companies perceived by investors to be comparable to us or in valuation metrics, such as our price to earnings ratio, could 25 Table of Contents impact our stock price.
Fluctuations in the valuation of companies perceived by investors to be comparable to us or in valuation metrics, such as our price to earnings ratio, could 26 Table of Contents impact our stock price.
In 28 Table of Contents seeking to protect our marks, copyrights, domain names and other intellectual property rights, or in defending ourselves against claims of infringement or non-compliance that may or may not be without merit, we could face costly litigation and the diversion of our management’s attention and resources.
In seeking to protect our marks, copyrights, domain names and other intellectual property rights, or in defending ourselves against claims of infringement or non-compliance that may or may not be without merit, we could face costly litigation and the diversion of our management’s attention and resources.
Further, there can be no assurance of the extent to which our commitment will be achieved, or that any future investments we make in furtherance of achieving such target and goal will meet investor expectations or legal standards, if any, regarding sustainability performance.
Further, there can be no assurance of the extent to which our commitment will be achieved, or that any future investments we make in furtherance of achieving such target and goal will meet investor 30 Table of Contents expectations or legal standards, if any, regarding sustainability performance.
We may experience significant future increases in the costs associated with regulatory compliance for ESG matters, including fees, licenses, and reporting to meet environmental regulatory requirements, as well as to address other regulations, standards, frameworks, and ratings from various governmental entities and other stakeholders or activist campaigns. 29 Table of Contents Item 1B. Unresolved Staff Comments None.
We may experience significant future increases in the costs associated with regulatory compliance for ESG matters, including fees, licenses, and reporting to meet environmental regulatory requirements, as well as to address other regulations, standards, frameworks, and ratings from various governmental entities and other stakeholders or activist campaigns. Item 1B. Unresolved Staff Comments None.
We have employment agreements, which include non-compete provisions, with all members of senior management and certain key 27 Table of Contents technical personnel.
We have employment agreements, which include non-compete provisions, with all members of senior management and certain key 28 Table of Contents technical personnel.
For example, in 2024, employers reduced or postponed their recruiting efforts, including their recruitment of professionals in the technology industry. As of December 2024, the seasonally unadjusted U.S. unemployment rate was 2.0% for computer-related occupations as compared to the overall national average of 4.1%, seasonally adjusted.
For example, in 2024, employers reduced or postponed their recruiting efforts, including their recruitment of professionals in the technology industry. As of December 2025, the seasonally unadjusted U.S. unemployment rate was 3.3% for computer-related occupations as compared to the overall national average of 4.4%, seasonally adjusted.
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.
We also own a number of registered 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 logos.
As of December 31, 2024, we had $32.0 million in total indebtedness with additional borrowing capacity of $56.0 million, 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.
As of December 31, 2025, we had $30.0 million in total indebtedness with additional borrowing capacity of $51.0 million, 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.
For example, in 2024 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.
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.
ClearanceJobs recruitment package customers at December 31, 2024, 2023, and 2022 were 1,949, 2,055, and 2,064, respectively, while, Dice recruitment package customers at December 31, 2024, 2023, and 2022 were 4,711, 5,492, and 6,311, respectively. If we fail to attract qualified professionals to our websites or grow the number of qualified professionals who use our websites, our revenues could decline.
ClearanceJobs recruitment package customers at December 31, 2025, 2024, and 2023 were 1,775, 1,949, and 2,055, respectively, while, Dice recruitment package customers at December 31, 2025, 2024, and 2023 were 4,132, 4,711, and 5,492, respectively. If we fail to attract qualified professionals to our websites or grow the number of qualified professionals who use our websites, our revenues could decline.
If an economic environment similar to those experienced during 2008 and 2009 returns, or if the environment we experienced in 2024 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.
If an economic environment similar to those experienced during 2008 and 2009 returns, or if the environment of lower tech hiring we've experienced in recent 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.
As of December 31, 2024, we had $32.0 million of outstanding indebtedness under our credit agreement dated June 10, 2022 (the “Credit Agreement”) and the facility provides capacity for us to borrow an additional $56.0 million, subject to the terms of the Credit Agreement.
As of December 31, 2025, we had $30.0 million of outstanding indebtedness under our credit agreement dated June 10, 2022 (the “Credit Agreement”) and the facility provides capacity for us to borrow an additional $51.0 million, subject to the terms of the Credit Agreement.
We operate in a number of jurisdictions and are from time to time subject to audits and reviews by various taxation authorities with respect to income, payroll, sales and use, and other taxes for current and past periods. We may become subject to future tax assessments by various authorities.
We may be impacted by unfavorable decisions in proceedings related to future tax assessments. We operate in a number of jurisdictions and are from time to time subject to audits and reviews by various taxation authorities with respect to income, payroll, sales and use, and other taxes for current and past periods.
As with many innovations, AI presents risks and challenges that could affect its adoption, and therefore our business. 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.
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.
A write-off of all or a part of our goodwill and intangible asset would hurt our operating results. We have significant intangible assets and goodwill. As of December 31, 2024, we had $128.1 million and $23.8 million of goodwill and acquired intangible assets, respectively, on our balance sheet, which represented approximately 58% and 11%, respectively, of our total assets.
A write-off of all or a part of our goodwill and intangible asset would hurt our operating results. We have significant intangible assets and goodwill. As of December 31, 2025, we had $120.6 million and $15.5 million of goodwill and acquired intangible assets, respectively, on our balance sheet, which represented approximately 64% and 8%, respectively, of our total assets.
If we fail to increase user engagement and interaction on our web properties, we will not attract and retain a loyal user base or the advertisers who desire to reach them, which will adversely affect our business and our ability to maintain or grow our revenue. We may be impacted by unfavorable decisions in proceedings related to future tax assessments.
If we fail to increase user engagement and interaction on our web properties, we will not attract and retain a 19 Table of Contents loyal user base or the advertisers who desire to reach them, which will adversely affect our business and our ability to maintain or grow our revenue.
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. Further, we may face increased pricing pressures during such periods as customers seek to use lower cost or fee 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.
To the extent these laws differ from existing laws, our compliance efforts will be further complicated.
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.
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For example, in 2024 and 2025 several large technology companies underwent planned layoffs.
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Although we believe our tax estimates are reasonable, the ultimate tax outcome may differ materially from the tax amounts recorded in our consolidated financial statements.
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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.
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Potential federal government shutdowns and funding lapses could have a material adverse effect on the results of our operations. 29 Table of Contents Because the value of our business to our customers, and in particular, ClearanceJobs, is dependent in part on hiring by U.S. government agencies and contractors, our business may be directly or indirectly affected by the suspension or delay of federal hiring or hiring suspensions by U.S. government contractors as government activities are suspended.
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Demand for recruitment packages, job postings or advertisements and for talent acquisition services in general could be materially adversely affected by this or future government shutdowns.
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Although most shutdowns have typically been resolved within weeks and their overall economic impacts have been limited, there can be no assurance as to the duration or ultimate effects of the current shutdown or the possibility of additional funding lapses in the future. Management continues to monitor developments closely and to evaluate potential risks and mitigation measures.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThis includes existing and new cybersecurity risks, status on how management is addressing and/or mitigating those risks, cybersecurity and data privacy incidents (if any) and status on key information security initiatives.
Biggest changeMembers of the Audit Committee receive updates on a quarterly basis from senior management, including leaders from impacted and responsible teams regarding matters of cybersecurity. This includes existing and new cybersecurity risks, status on how management is addressing and/or mitigating those risks, cybersecurity and data privacy incidents (if any) and status on key information security initiatives.
The individuals in this department are vetted for their experience and expertise before joining the team and maintain continued education and training each year using our enhanced learning program. This department's responsibilities include cyber security risk management, security operations, awareness training, incident response, industry awareness and reporting.
The individuals in this department are vetted for their 31 Table of Contents experience and expertise before joining the team and maintain continued education and training each year using our enhanced learning program. This department's responsibilities include cyber security risk management, security operations, awareness training, incident response, industry awareness and reporting.
Our 30 Table of Contents Board members also engage in ad hoc conversations with management on cybersecurity-related news events and discuss any updates to our cybersecurity risk management and strategy programs.
Our Board members also engage in ad hoc conversations with management on cybersecurity-related news events and discuss any updates to our cybersecurity risk management and strategy programs.
The Security Council's membership consists of the following: the Company's Chief Executive Officer, Chief Financial Officer, General Counsel, Vice President of Technology Operations, Director of Systems Engineering, and Head of Internal Audit. We also employ a Security Department responsible for cybersecurity across the organizations.
The Security Council's membership consists of the following: the Company's Chief Executive Officer, Chief Financial Officer, Chief Legal Officer, Chief Information Officer, Director of Systems Engineering, and Internal Audit Director. We also employ a Security Department responsible for cybersecurity across the organizations.
The Security Council is led by the Vice President of Technology Operations, and Director of Systems Engineering, each of whom have a depth of knowledge and experience in the cyber security space.
The Security Council is led by the Chief Information Officer, and Director of Systems Engineering, each of whom have a depth of knowledge and experience in the cyber security space.
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Members of the Audit Committee receive updates on a quarterly basis from senior management, including leaders from our Information Security, Product Security, Compliance and Legal teams regarding matters of cybersecurity.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties We do not own any properties. Our corporate headquarters is located at 6465 South Greenwood Plaza, Suite 400, Centennial, Colorado, where we lease approximately 28,000 square feet. We lease approximately 25,000 square feet in West Des Moines, Iowa and 12,000 square feet of office space in New York, New York.
Biggest changeItem 2. Properties We do not own any properties. Our corporate headquarters is located at 6465 South Greenwood Plaza, Suite 400, Centennial, Colorado, where we lease approximately 36,000 square feet. We lease approximately 25,000 square feet in West Des Moines, Iowa and 12,000 square feet of office space in New York, New York.
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All of our properties are leased for our Tech-focused segment, which includes the ClearanceJobs and Dice businesses, and is our only reportable segment. We believe that our facilities are adequate for current and anticipated future use, although we may from time to time lease additional facilities as operations require.
Added
All of our properties are leased for our ClearanceJobs and Dice segments, as well as our Corporate functions.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings From time to time we may be involved in disputes or litigation relating to claims arising out of our operations. We are currently not a party to any material unrecorded pending legal proceedings. See also Note 12 of the notes to consolidated financial statements. Item 4. Mine Safety Disclosures Not applicable. PART II
Biggest changeItem 3. Legal Proceedings From time to time we may be involved in disputes or litigation relating to claims arising out of our operations. We are currently not a party to any material unrecorded pending legal proceedings. See also Note 13 of the notes to consolidated financial statements. Item 4. Mine Safety Disclosures Not applicable. PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe following table summarizes the stock repurchase plans approved by the board of directors over the past three fiscal years: February 2023 to February 2024 (1) February 2022 to February 2023 (2) February 2021 to June 2022 (3) Approval Date February 2023 February 2022 February 2021 Authorized Repurchase Amount of Common Stock $10 million $15 million $20 million (1) During February 2024, the stock repurchase program approved in February 2023 expired with a total of 1.4 million shares purchased for $5.2 million.
Biggest changeThe following table summarizes the stock repurchase plans approved by the board of directors over the past three fiscal years: November 2025 to November 2026 (1) February 2025 to October 2025 (2) February 2023 to February 2024 (3) February 2022 to February 2023 (4) Approval Date November 2025 February 2025 February 2023 February 2022 Authorized Repurchase Amount of Common Stock $5 million $5 million $10 million $15 million (1) During November 2025, the Company announced that its Board approved a new stock repurchase program that permits the purchase of up to $5.0 million of Company's common stock through November 2026.
The payment of any future dividends will be at the discretion of our board of directors and subject to the Credit Agreement and will depend upon, among other things, future earnings, operations, capital requirements, our general financial condition, 31 Table of Contents compliance with covenants under any then-existing financing agreements, contractual restrictions and general business conditions.
The payment of any future dividends will be at the discretion of our board of directors and subject to the Credit Agreement and will depend upon, among other things, future earnings, operations, capital requirements, our general financial condition, compliance with covenants under any then-existing financing agreements, contractual restrictions and general business conditions.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is listed on the NYSE under the ticker symbol “DHX”. Holders As of December 31, 2024, there were 19 stockholders of record of our common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is listed on the NYSE under the ticker symbol “DHX”. Holders As of December 31, 2025, there were 17 stockholders of record of our common stock.
(2) During February 2023, the stock repurchase program approved in February 2022 expired with a total of 2.6 million shares purchased for $14.7 million.
(3) During February 2024, the stock repurchase program approved in February 2023 expired with a total of 1.4 million shares purchased for $5.2 million. (4) During February 2023, the stock repurchase program approved in February 2022 expired with a total of 2.6 million shares purchased for $14.7 million.
During the three months ended December 31, 2024, purchases of our common stock pursuant to the Stock Repurchase Plans were as follows: Period (a) Total Number of Shares Purchased [1] (b) Average Price Paid per Share [2] (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs [3] (d) Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs October 1 through October 31, 2024 5,464 $ 1.82 — $ — November 1 through November 30, 2024 — $ — — $ — December 1 through December 31, 2024 33,117 $ 1.78 — $ — Total 38,581 — [1] Total number of shares purchased includes shares withheld to satisfy employee income tax obligations upon the vesting of stock awards. [2] Average price paid per share for shares purchased as part of a publicly announced plan or program, as applicable, includes costs associated with the repurchases. [3] On January 21, 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 February 2026.
During the three months ended December 31, 2025, purchases of our common stock pursuant to the Stock Repurchase Plans were as follows: Period (a) Total Number of Shares Purchased [1] (b) Average Price Paid per Share [2] (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs [3] (d) Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs October 1 through October 31, 2025 175,930 $ 2.54 175,118 $ 2 November 1 through November 30, 2025 1,372,052 $ 1.80 1,372,052 $ 2,523,770 December 1 through December 31, 2025 1,379,843 $ 1.65 1,379,843 $ 248,201 Total 2,927,825 2,927,013 [1] Total number of shares purchased includes shares withheld to satisfy employee income tax obligations upon the vesting of stock awards. [2] Average price paid per share for shares purchased as part of a publicly announced plan or program, as applicable, includes costs associated with the repurchases. [3] 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.
A significant number of the outstanding shares of common stock, which are beneficially owned by individuals and entities, are registered in the name of Cede & Co. Cede & Co. is a nominee of The Depository Trust Company, a securities depository for banks and brokerage firms.
A significant number of the outstanding shares of common stock, which are beneficially owned by individuals and entities, are registered in the name of Cede & Co.
Performance Graph The following graph shows the total shareholder return of an investment of $100 in cash on December 31, 2019 through December 31, 2024 (the last trading day of our common stock on the NYSE in 2024) for (i) our common stock, (ii) the Russell 2000 and (iii) the Dow Jones Internet Composite Index, at the closing price on December 31, 2024.
This stock repurchase program was completed in January 2026 with a total of 2.9 million shares purchased for $5.0 million. 33 Table of Contents Performance Graph The following graph shows the total shareholder return of an investment of $100 in cash on December 31, 2020 through December 31, 2025 (the last trading day of our common stock on the NYSE in 2025) for (i) our common stock, (ii) the Russell 2000 and (iii) the Dow Jones Internet Composite Index, at the closing price on December 31, 2025.
All values assume reinvestment of the full amount of all dividends, if any. 32 Table of Contents 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 DHX $ 100.00 $ 73.75 $ 207.31 $ 175.75 $ 86.05 $ 58.80 Russell 2000 $ 100.00 $ 119.96 $ 137.74 $ 109.59 $ 128.14 $ 142.93 Dow Jones Internet Composite Index $ 100.00 $ 153.00 $ 163.33 $ 89.22 $ 135.49 $ 177.06 The returns shown on the graph do not necessarily predict future performance.
All values assume reinvestment of the full amount of all dividends, if any. 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 DHX $ 100.00 $ 281.08 $ 238.29 $ 116.67 $ 79.73 $ 69.82 Russell 2000 $ 100.00 $ 114.82 $ 91.35 $ 106.82 $ 119.14 $ 120.43 Dow Jones Internet Composite Index $ 100.00 $ 106.75 $ 58.31 $ 88.55 $ 115.72 $ 128.22 The returns shown on the graph do not necessarily predict future performance.
Dividend Policy We have not declared or paid any cash dividends on our stock as a public company. We currently anticipate that all future earnings will be retained by the Company to support our long-term growth strategy. Accordingly, we do not anticipate paying periodic cash dividends on our stock for the foreseeable future.
Cede & Co. is a nominee of The Depository Trust Company, a securities depository for banks and brokerage firms. 32 Table of Contents Dividend Policy We have not declared or paid any cash dividends on our stock as a public company. Accordingly, we do not anticipate paying periodic cash dividends on our stock for the foreseeable future.
During the first quarter of 2022, the Company completed its purchases under the plan, which consisted of approximately 4.4 million shares for $20.0 million, effectively ending the plan prior to its original expiration date. Under each plan, management has discretion in determining the conditions under which shares may be purchased from time to time.
In February 2026, the Company announced that its Board of Directors approved a stock repurchase program pursuant to which the Company may repurchase up to $10 million of its common stock through February 2027. Under each plan, management has discretion in determining the conditions under which shares may be purchased from time to time.
Removed
(3) During the second quarter of 2021, the Company ended its $8 million stock repurchase program approved in February 2021 and allowed for the purchase of an additional $12.0 million of our common stock through June 2022, bringing total authorized purchases under the plan to $20.0 million.
Added
This stock repurchase program was completed in January 2026 with a total of 2.9 million shares purchased for $5.0 million. (2) During October 2025, the stock repurchase program approved in February 2025 was completed with a total of 2.1 million shares purchased for $5.0 million.
Removed
Subsequent to December 31, 2024, the Company's Board of directors announced a new stock repurchase program that permits the repurchase of up to $5 million of the Company's common stock through February 2026.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeConsolidated operating results in dollars and as a percent of revenue follows: For the year ended December 31, (in thousands) 2024 2023 2024 vs 2023 Revenues $ 141,926 $ 151,878 $ (9,952) Operating expenses: Cost of revenues 20,232 19,787 445 Product development 18,883 17,777 1,106 Sales and marketing 47,382 57,421 (10,039) General and administrative 30,021 31,273 (1,252) Depreciation 17,972 16,915 1,057 Restructuring 1,111 2,417 (1,306) Total operating expenses 135,601 145,590 (9,989) Operating income $ 6,325 $ 6,288 $ 37 For the year ended December 31, 2024 2023 Revenues 100.0% 100.0% Operating expenses: Cost of revenues 14.3 % 13.0 % Product development 13.3 % 11.7 % Sales and marketing 33.4 % 37.8 % General and administrative 21.2 % 20.6 % Depreciation 12.7 % 11.1 % Restructuring 0.8 % 1.6 % Total operating expenses 95.5 % 95.9 % Operating income 4.5 % 4.1 % 39 Table of Contents Comparison of Years Ended December 31, 2024 and 2023 Revenues Year Ended December 31, Increase (Decrease) Percent Change 2024 2023 (in thousands, except percentages) ClearanceJobs $ 54,143 $ 50,348 $ 3,795 7.5 % Dice 87,783 101,530 (13,747) (13.5) % Total revenues 1 $ 141,926 $ 151,878 $ (9,952) (6.6) % (1) We had previously disclosed that career events were recorded within Dice.
Biggest changeConsolidated operating results in dollars and as a percent of revenue follows: For the year ended December 31, (in thousands) 2025 2024 2025 vs 2024 Revenues $ 127,826 $ 141,926 $ (14,100) Operating expenses: Cost of revenues 19,612 20,232 (620) Product development 12,842 18,883 (6,041) Sales and marketing 39,820 47,382 (7,562) General and administrative 27,083 30,021 (2,938) Depreciation 14,244 17,972 (3,728) Amortization 333 — 333 Restructuring 6,486 1,111 5,375 Impairment of intangible assets 9,600 — 9,600 Impairment of goodwill 7,800 — 7,800 Impairment of right-of-use asset 1,379 — 1,379 Total operating expenses 139,199 135,601 3,598 Operating income (loss) $ (11,373) $ 6,325 $ (17,698) For the year ended December 31, 2025 2024 Revenues 100.0% 100.0% Operating expenses: Cost of revenues 15.3 % 14.3 % Product development 10.0 % 13.3 % Sales and marketing 31.2 % 33.4 % General and administrative 21.2 % 21.2 % Depreciation 11.1 % 12.7 % 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 % 40 Table of Contents Comparison of Years Ended December 31, 2025 and 2024 Revenues Year Ended December 31, Increase (Decrease) Percent Change 2025 2024 (in thousands, except percentages) ClearanceJobs $ 54,889 $ 54,143 $ 746 1 % Dice 72,937 87,783 (14,846) (17) % Total revenues $ 127,826 $ 141,926 $ (14,100) (10) % We experienced a decrease in revenue of $14.1 million, or 10%.
The 2023 tax 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.
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.
The 2024 tax 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 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.
Interest Expense and Other Year Ended December 31, Decrease Percent Change 2024 2023 (in thousands, except percentages) Interest expense and other $ 3,200 $ 3,482 $ (282) (8.1) % Percentage of revenues 2.3 % 2.3 % Interest expense and other decreased by $0.3 million, or 8.1%, from the same period in 2023, primarily due to lower debt outstanding on our revolving credit facility during the current period.
Interest Expense and Other Year Ended December 31, Increase (Decrease) Percent Change 2024 2023 (in thousands, except percentages) Interest expense and other $ 3,200 $ 3,482 $ (282) (8) % 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.
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 unit and could result in an impairment charge in the foreseeable future.
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 Company’s ability to achieve the projections used in the October 1, 2024 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.
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.
Revenues for ClearanceJobs increased by $3.8 million, or 7.5%, 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.
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 13.5%, 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.
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.
Some limitations are: • Adjusted EBITDA and Adjusted EBITDA Margin do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments; • Adjusted EBITDA and Adjusted EBITDA Margin do not reflect changes in, or cash requirements for, our working capital needs; • Adjusted EBITDA and Adjusted EBITDA Margin do not reflect interest expense, or the cash requirements necessary to service interest or principal payments on our debt; • Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future, and Adjusted EBITDA and Adjusted EBITDA Margin do not reflect any cash requirements for such replacements; and • Other companies in our industry may calculate Adjusted EBITDA and Adjusted EBITDA Margin differently than we do, limiting their usefulness as a comparative measure.
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 51 Table of Contents • Other companies in our industry may calculate Adjusted EBITDA and Adjusted EBITDA Margin differently than we do, limiting their usefulness as a comparative measure.
Cash provided by operating activities during the year ended December 31, 2024 approximated the prior year as decreases in billings and cash collections from customers were offset by reductions to wages and payments to vendors.
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.
Comparison of Years Ended December 31, 2024 and 2023 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.
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.
Gain on investments Year Ended December 31, Decrease Percent Change 2024 2023 (in thousands, except percentages) Gain on investments $ — $ 614 $ (614) (100.0) % Percentage of revenues — % 0.4 % During the year ended December 31, 2023, the Company recognized a $0.6 million gain from a partial sale of its 40% common share interest in eFC.
Gain on investments Year Ended December 31, Increase (Decrease) Percent Change 2024 2023 (in thousands, except percentages) Gain on investments $ — $ 614 $ (614) (100) % 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.
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 U.S. GAAP.
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.
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, 2024 and 2023.
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.
The Company records its proportionate share of eFC's net income three months in arrears. See note 7 of the notes to consolidated financial statements for additional information.
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.
The preparation of these financial statements requires us to make estimates, 36 Table of Contents 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.
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.
Backlog consists of deferred revenue plus customer contractual commitments not invoiced representing the value of 35 Table of Contents 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.
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.
If recruitment activity slows in the industries in which we operate, our revenues and results of operations could be negatively impacted. 48 Table of Contents 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. 49 Table of Contents
If recruitment activity slows in the industries in which we operate, our revenues and results of operations could be negatively impacted. 56 Table of Contents 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. 57 Table of Contents
Operating Income (Loss) Year Ended December 31, Decrease Percent Change 2024 2023 (in thousands, except percentages) Revenue $ 141,926 $ 151,878 $ (9,952) (6.6) % Operating income 6,325 6,288 $ 37 0.6 % 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.
Operating Income Year Ended December 31, Increase (Decrease) Percent Change 2024 2023 (in thousands, except percentages) Revenue $ 141,926 $ 151,878 $ (9,952) (7) % Operating income 6,325 6,288 $ 37 1 % 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.
If we are unable to continue to attract qualified professionals to engage with our websites, our customers may no longer find our services attractive, which could have a negative impact on 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, 36 Table of Contents which could have a negative impact on our results of operations.
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, 2023, filed with the SEC on February 8, 2024, which is available free of charge on the SEC’s website at www.sec.gov and our corporate website (www.dhigroupinc.com).
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).
Earnings per Share Year Ended December 31, 2024 2023 (in thousands, except per share amounts) Net income $ 253 $ 3,491 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 Diluted earnings per share was $0.01 and $0.08 for the years ended December 31, 2024 and 2023, respectively.
Earnings per Share Year Ended December 31, 2024 2023 (in thousands, except per share amounts) Net income $ 253 $ 3,491 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 50 Table of Contents Diluted earnings per share was $0.01 and $0.08 for the years ended December 31, 2024 and 2023, respectively.
Financing Activities Cash used in financing activities 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.
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.
In addition, we had $56.0 million in borrowing capacity under our $100.0 million Credit Agreement at December 31, 2024, 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.
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.
Since Dice’s inception in 1991, the brand has been recognized as a leader in recruiting and career development services for technology and 37 Table of Contents 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.
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.
We have no significant long-term obligations to purchase a fixed or minimum amount with these vendors. Other Capital Requirements As of December 31, 2024, we recorded approximately $1.1 million of unrecognized tax benefits as liabilities, and we are uncertain if or when such amounts may be settled.
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.
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 unit to become impaired.
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.
The leases have terms from one year to ten years, some of which include options to renew the lease, and are included in the lease term when it is reasonably certain that the Company will exercise the option. No leases include options to purchase the leased property.
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.
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.
If 38 Table of Contents 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.
See note 7 of the notes to consolidated financial statements for additional information.
See Note 8 of the notes to consolidated financial statements for additional information.
See note 7 of the notes to consolidated financial statements for additional information.
See Note 8 of the notes to consolidated financial statements for additional information.
As of December 31, 2024 the value of our lease right-of-use asset was $6.5 million and the value of our lease liability was $10.6 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.
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.
At December 31, 2024, we had cash and borrowings of $3.7 million and $32.0 million, respectively, compared to $4.2 million and $38.0 million, respectively, at December 31, 2023. Liquidity Our principal internal sources of liquidity are cash on hand, as well as the cash flow that we generate from our operations.
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.
Related to the unrecognized tax benefits considered permanent differences, we have also recorded a liability for potential penalties and interest. Included in the balance of unrecognized tax benefits at December 31, 2024 are $1.1 million of tax benefits that would affect the effective tax rate if recognized.
Related to the unrecognized tax benefits considered permanent differences, 54 Table of Contents 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.
The simple average of each month is used to derive the amount for each period and then annualized to reflect 12 months. ClearanceJobs had 1,949 recruitment package customers as of December 31, 2024 compared to 2,055 as of December 31, 2023, a 5% decrease, and average revenue per recruitment package customer increased 15%.
The simple average of each month is used to derive the amount for each period and then annualized to reflect 12 months. 35 Table of Contents 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%.
Liquidity and Capital Resources Cash Flows 45 Table of Contents We have summarized our cash flows for the years ended December 31, 2024 and 2023 as follows (in thousands): Year Ended December 31, 2024 2023 Cash from operating activities $ 21,045 $ 21,345 Cash used in investing activities (13,932) (15,311) Cash used in financing activities (7,617) (4,834) We have financed our operations primarily through cash provided by operating activities and borrowings under our revolving credit facility.
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, 2025 2024 Cash from operating activities $ 21,102 $ 21,045 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.
As a result, the Company believes it is not more likely than not that the fair value of the reporting unit 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.
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.
The decrease in recruitment package customers was due to macroeconomic conditions causing customer counts to decline while the average annual revenue per recruitment package customer increased driven by strong retention rates as our larger recurring customers continue to renew with Dice. Deferred revenue, as shown on the consolidated balance sheets, reflects customer billings made in advance of services being rendered.
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.
Results for the Tech-focused reporting unit 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.
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.
Included in fixed asset purchases for the years ended December 31, 2024 and 2023 was $13.9 million and $20.3 million, respectively, of capitalized development costs, which includes capitalized software costs and website development costs.
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.
A reconciliation of Adjusted EBITDA for the years ended December 31, 2024, 2023 and 2022 follows (in thousands): 44 Table of Contents Year Ended December 31, 2024 2023 2022 Reconciliation of Net Income to Adjusted EBITDA: Net income $ 253 $ 3,491 $ 4,176 Interest expense 3,200 3,482 1,580 Income tax expense (benefit) 2,697 131 (579) Depreciation 17,972 16,915 17,487 Non-cash stock based compensation 8,063 9,467 9,519 Income from equity method investment (225) (502) (1,597) Proceeds from settlement — — (2,061) Gain on investments — (614) (320) Impairment of investment 400 300 2,300 Severance, professional fees and related costs 1,842 1,167 445 Restructuring 1,111 2,417 — Adjusted EBITDA $ 35,313 $ 36,254 $ 30,950 Reconciliation of Cash Flows from Operating Activities to Adjusted EBITDA: Net cash flows from operating activities $ 21,045 $ 21,345 $ 36,035 Interest expense 3,200 3,482 1,580 Amortization of deferred financing costs (145) (145) (146) Income tax expense (benefit) 2,697 131 (579) Deferred income taxes 845 3,301 3,800 Change in accrual for unrecognized tax benefits (28) (263) 16 Change in accounts receivable (105) 1,398 2,109 Change in deferred revenue 4,515 893 (4,718) Severance, professional fees and related costs 1,842 1,167 445 Restructuring 1,111 2,417 — Changes in working capital and other 336 2,528 (7,592) Adjusted EBITDA $ 35,313 $ 36,254 $ 30,950 A reconciliation of Adjusted EBITDA Margin for the years ended December 31, 2024, 2023 and 2022 follows (in thousands, except percentages): Year Ended December 31, 2024 2023 2022 Revenues $ 141,926 $ 151,878 $ 149,680 Net income $ 253 $ 3,491 $ 4,176 Net income margin (1) — % 2 % 3 % Adjusted EBITDA $ 35,313 $ 36,254 $ 30,950 Adjusted EBITDA Margin (1) 25 % 24 % 21 % (1) Net income (loss) margin and Adjusted EBITDA Margin are calculated by dividing the respective measure by that period's revenues.
A reconciliation of Adjusted EBITDA for the years ended December 31, 2025, 2024 and 2023 follows (in thousands): Year Ended December 31, 2025 2024 2023 Reconciliation of Net Income (loss) to Adjusted EBITDA: Net income (loss) $ (13,510) $ 253 $ 3,491 Interest expense 2,459 3,200 3,482 Income tax expense (benefit) (1,178) 2,697 131 Depreciation 14,244 17,972 16,915 Amortization 333 — — Non-cash stock based compensation 4,857 8,063 9,467 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) Impairment of investments 948 400 300 Severance, professional fees and related costs 1,777 1,842 1,167 Restructuring 6,486 1,111 2,417 Adjusted EBITDA $ 35,103 $ 35,313 $ 36,254 Reconciliation of Cash Flows from Operating Activities to Adjusted EBITDA: Net cash flows from operating activities $ 21,102 $ 21,045 $ 21,345 Interest expense 2,459 3,200 3,482 Amortization of deferred financing costs (145) (145) (145) Income tax expense (benefit) (1,178) 2,697 131 Deferred income taxes 1,253 845 3,301 Change in accrual for unrecognized tax benefits 491 (28) (263) Change in accounts receivable (4,157) (105) 1,398 Change in deferred revenue 5,516 4,515 893 Severance, professional fees and related costs 1,777 1,842 1,167 Restructuring 6,486 1,111 2,417 Changes in working capital and other 1,499 336 2,528 Adjusted EBITDA $ 35,103 $ 35,313 $ 36,254 52 Table of Contents 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, 2025 2024 2023 Revenues $ 127,826 $ 141,926 $ 151,878 Net income (loss) $ (13,510) $ 253 $ 3,491 Net income (loss) margin (1) (11) % — % 2 % Adjusted EBITDA $ 35,103 $ 35,313 $ 36,254 Adjusted EBITDA Margin (1) 27 % 25 % 24 % (1) Net income (loss) margin and Adjusted EBITDA Margin are calculated by dividing the respective measure by that period's revenues.
Impairment of investment Year Ended December 31, Increase Percent Change 2024 2023 (in thousands, except percentages) Impairment of investment $ 400 $ 300 $ 100 33.3 % 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 an investment.
See Note 8 of the notes to consolidated financial statements for additional information. 49 Table of Contents Impairment of investments Year Ended December 31, Increase (Decrease) Percent Change 2024 2023 (in thousands, except percentages) Impairment of investments $ 400 $ 300 $ 100 33 % 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.
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. 41 Table of Contents Income from equity method investment Year Ended December 31, Decrease Percent Change 2024 2023 (in thousands, except percentages) Income from equity method investment $ 225 $ 502 $ (277) (55.2) % 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.
Income from equity method investment Year Ended December 31, Increase (Decrease) Percent Change 2024 2023 (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.
Professionals find ideal employment opportunities, relevant job advice and personalized data that help manage their technologists' lives. 33 Table of Contents 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.
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.
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.
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.
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.
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.
Recruitment Package Customers Increase (Decrease) Percent Change Recruitment Package Customers: December 31, 2024 December 31, 2023 ClearanceJobs 1,949 2,055 (106) (5)% Dice 4,711 5,492 (781) (14)% Average Annual Revenue per Recruitment Package Customer (1) FY 2024 FY 2023 Increase (Decrease) Percent Change ClearanceJobs $ 24,308 $ 21,164 $ 3,144 15% Dice $ 16,251 $ 15,631 $ 620 4% (1) Calculated by dividing recruitment package customer revenue by the daily average count of recruitment package customers during each month, adjusted to reflect a thirty day month.
Recruitment Package Customers Increase (Decrease) Percent Change Recruitment Package Customers: December 31, 2025 December 31, 2024 ClearanceJobs 1,775 1,949 (174) (9)% Dice 4,132 4,711 (579) (12)% Average Annual Revenue per Recruitment Package Customer (1) FY 2025 FY 2024 Increase (Decrease) Percent Change ClearanceJobs $ 26,420 $ 24,308 $ 2,112 9% Dice $ 15,795 $ 16,251 $ (456) (3)% (1) Calculated by dividing recruitment package customer revenue by the daily average count of recruitment package customers during each month, adjusted to reflect a thirty day month.
Restructuring Year Ended December 31, Decrease Percent Change 2024 2023 (in thousands, except percentages) Restructuring $ 1,111 $ 2,417 $ (1,306) (54.0) % 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.
Restructuring Year Ended December 31, Increase (Decrease) Percent Change 2025 2024 (in thousands, except percentages) Restructuring ClearanceJobs $ 372 $ 284 $ 88 31 % Dice 3,844 827 3,017 365 % Other corporate expenses 2,270 — 2,270 — % Total restructuring $ 6,486 $ 1,111 $ 5,375 484 % 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.
Please see Item 8 "Notes to Consolidated Financial Statements - 13. Equity Transactions (Preferred Stock Purchase Rights)" for more information on the rights. 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.
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.
Stock Repurchase Plan On January 21, 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 February 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.
Investing Activities During the year ended December 31, 2024, cash used in investing activities was $13.9 million compared to $15.3 million of cash used in investing activities during the year ended December 31, 2023. Cash used in investing activities during the year ended December 31, 2024 is comprised of $13.9 million of purchases of fixed assets.
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.
Depreciation Year Ended December 31, Increase Percent Change 2024 2023 (in thousands, except percentages) Depreciation $ 17,972 $ 16,915 $ 1,057 6.2 % Percentage of revenues 12.7 % 11.1 % Depreciation expense increased $1.1 million or 6.2% from the same period in 2023.
Total depreciation $ 17,972 $ 16,915 $ 1,057 6 % Percentage of revenues 12.7 % 11.1 % Depreciation increased $1.1 million or 6% from the same period in 2023.
Cash used during the year ended December 31, 2023 was $4.8 million primarily due to cash uses of $12.8 million, net, related to share repurchases, partially offset by $8.0 million of net proceeds on long-term debt. 46 Table of Contents Financings and Capital Requirements Credit Agreement We have a $100 million revolving credit facility, which matures June 2027, with $32.0 million of outstanding borrowings on the facility at December 31, 2024, leaving $56.0 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.
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.
Dice had 4,711 recruitment package customers as of December 31, 2024, which was a decrease of 781, or 14%, year over year while average revenue per recruitment package customer for Dice increased 4% for the year ended December 31, 2024.
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.
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. Income Taxes We utilize the asset and liability method of accounting for income taxes.
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. 39 Table of Contents Results of Operations A discussion of our comparison between 2025 and 2024 is presented below.
Indefinite-Lived Acquired Intangible Asset The indefinite-lived acquired intangible asset includes the Dice trademarks and brand name. The Dice trademark, trade name and domain name is one of the most recognized names of online technology recruiting and career development.
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.
We determine whether the carrying value of recorded goodwill is impaired on an annual basis or more frequently if indicators of potential impairment exist.
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.
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 43 Table of Contents 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 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.
Product Releases 2024 2023 ClearanceJobs Live, ClearanceJobs Pulse Newsfeed ClearanceJobs Comments, ClearanceJobs Expressed Interest, ClearanceJobs Enhanced Employer Profile, ClearanceJobs Mobile App, ClearanceJobs Live Stream Dice Recruiter App, Easy Post Integration, Discover Companies, TopResume Integration, Dice Privacy & Trust Center Dice Premium Enhanced Company Profile, Dice Remote and Company Preferences, Dice Invite to Apply, Dice Matchscore on Jobs, Dice Connections, SMS Notifications, Company Search 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.
Product Releases 2025 2024 ClearanceJobs Expanded Multi-Factor Authentication, ClearanceJobs Live Enhancements, Candidate Experience Personalization, AgileATS, Premium Candidate Experience ClearanceJobs Live, ClearanceJobs Pulse Newsfeed Dice Technologist Dashboard, Easy Post for SmartRecruiters ATS, Candidate Home Feed Redesign, Dice Employer Experience Platform, Enhanced My Jobs, Detail Job View Dice Recruiter App, Easy Post Integration, Discover Companies, TopResume Integration, Dice Privacy & Trust Center 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.
We intend to use operating cash flows to fund capital expenditures. 47 Table of Contents 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.
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. 55 Table of Contents Cyclicality The labor market and certain of the industries that we serve have historically experienced short-term cyclicality.
A summary of our deferred revenue and backlog is as follows: Summary of Deferred Revenue and Backlog: December 31, 2024 December 31, 2023 Increase Percent Change (in thousands, except percentages) Deferred Revenue $ 45,456 $ 49,971 $ (4,515) (9) % Contractual commitments not invoiced 65,813 58,126 7,687 13 % Backlog 1 $ 111,269 $ 108,097 $ 3,172 3 % (1) Backlog consists of deferred revenue plus customer contractual commitments not invoiced representing the value of future services to be rendered under committed contracts.
A summary of our deferred revenue and backlog is as follows: Summary of Deferred Revenue and Backlog: December 31, 2025 December 31, 2024 Increase Percent Change (in thousands, except percentages) Deferred Revenue $ 39,939 $ 45,456 $ (5,517) (12) % Contractual commitments not invoiced 59,632 59,294 338 1 % Backlog 1 $ 99,571 $ 104,750 $ (5,179) (5) % (1) Backlog consists of deferred revenue plus customer contractual commitments not invoiced representing the value of future services to be rendered under committed contracts.
Net cash flows from operating activities were $21.0 million and $21.3 million for the years ended December 31, 2024 and 2023, respectively, a decrease of $0.3 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 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.
The decrease was driven by a $1.9 million decrease in compensation related costs, primarily related to stock-based compensation and lower headcount, and $0.4 million in software subscriptions. The decrease was partially offset by a $1.0 million increase in operational costs, primarily professional fees.
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.
On January 21, 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 February 2025. We anticipate capital expenditures in 2025 to be approximately $9 million to $11 million.
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.
Product Development Expenses Year Ended December 31, Increase Percent Change 2024 2023 (in thousands, except percentages) Product development $ 18,883 $ 17,777 $ 1,106 6.2 % Percentage of revenues 13.3 % 11.7 % Product development expenses increased $1.1 million, or 6.2%, driven by lower capitalized labor of $2.4 million, which increases operating expenses.
Product Development Expenses Year Ended December 31, Increase (Decrease) Percent Change 2024 2023 (in thousands, except percentages) Product development ClearanceJobs $ 4,467 $ 4,217 $ 250 6 % Dice 14,370 13,539 831 6 % Other corporate expenses 46 21 25 119 % Total product development $ 18,883 $ 17,777 $ 1,106 6 % Percentage of revenues 13.3 % 11.7 % Product development expenses increased $1.1 million, or 6%, from the prior year period.
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.
New risks and uncertainties come up from time to time, and it is impossible to predict these events or how they may affect us.
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, 2024, 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.
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 annual impairment test for the Tech-focused reporting unit performed as of October 1, 2024 resulted in the fair value of the reporting unit being substantially in excess of the carrying value.
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.
Assuming an interest rate of 6.46% (the rate in effect on December 31, 2024) on our current borrowings, interest payments are expected to be $2.1 million per year in years 2025 through 2026 and $1.0 million in 2027.
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.
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 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.
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.
Any slowdown in recruitment activity that occurs could negatively impact our revenues and results of operations.
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.
The increases were partially offset by a $0.8 million decrease in compensation related costs due to lower headcount.
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.
Cash used in investing activities during the year ended December 31, 2023 is comprised of $20.3 million of purchases of fixed assets, partially offset by $5.0 million of cash received from sale of investment.
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.
Sales and Marketing Expenses Year Ended December 31, Decrease Percent Change 2024 2023 (in thousands, except percentages) Sales and marketing $ 47,382 $ 57,421 $ (10,039) (17.5) % Percentage of revenues 33.4 % 37.8 % Sales and marketing expenses decreased $10.0 million, or 17.5%, from the same period in 2023.
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. 47 Table of Contents Sales and Marketing Expenses Year Ended December 31, Increase (Decrease) Percent Change 2024 2023 (in thousands, except percentages) Sales and marketing ClearanceJobs $ 14,925 $ 15,850 $ (925) (6) % Dice 32,271 41,296 (9,025) (22) % Other corporate expenses 186 275 (89) (32) % Total sales and marketing $ 47,382 $ 57,421 $ (10,039) (17) % Percentage of revenues 33.4 % 37.8 % Sales and marketing expenses decreased $10.0 million, or 17%, from the same period in 2023.
Cost of Revenues Year Ended December 31, Increase Percent Change 2024 2023 (in thousands, except percentages) Cost of revenues $ 20,232 $ 19,787 $ 445 2.2 % Percentage of revenues 14.3 % 13.0 % Cost of revenues increased by $0.4 million, or 2.2%, driven by lower capitalized labor of $0.7 million, which increases operating expenses, and an increase of $0.5 million in operational costs, primarily related to professional fees and amortization of cloud computing costs.
Cost of Revenues Year Ended December 31, Increase (Decrease) Percent Change 2024 2023 (in thousands, except percentages) Cost of revenues ClearanceJobs $ 6,225 $ 5,170 $ 1,055 20 % Dice 13,938 14,617 (679) (5) % Other corporate expenses 69 — 69 — % Total cost of revenue $ 20,232 $ 19,787 $ 445 2 % Percentage of revenues 14.3 % 13.0 % Cost of revenue increased by $0.4 million, or 2%, from the prior period.
The decrease was driven by a $7.0 million decrease in compensation related costs, including lower commissions and headcount, $2.0 million in operational costs, including credit card fees, consulting fees, and sales performance incentives, and $1.1 million in discretionary marketing expenses. 40 Table of Contents General and Administrative Expenses Year Ended December 31, Decrease Percent Change 2024 2023 (in thousands, except percentages) General and administrative $ 30,021 $ 31,273 $ (1,252) (4.0) % Percentage of revenues 21.2 % 20.6 % General and administrative costs decreased $1.3 million or 4.0%, from prior year.
General and Administrative Expenses Year Ended December 31, Increase (Decrease) Percent Change 2024 2023 (in thousands, except percentages) General and administrative ClearanceJobs $ 5,841 $ 5,462 $ 379 7 % Dice 11,842 12,270 (428) (3) % Other corporate expenses 12,338 13,541 (1,203) (9) % Total general and administrative $ 30,021 $ 31,273 $ (1,252) (4) % Percentage of revenues 21.2 % 20.6 % General and administrative costs decreased $1.3 million or 4%, from prior year.
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.
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.
The increase is primarily due to the Company's continued focus on signing multi-year contracts. 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.
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.
Deferred revenue at December 31, 2024 was $45.5 million, a decrease of $4.5 million, or 9%, from December 31, 2023. The decrease in deferred revenue was due to macroeconomic conditions continuing to slow hiring of technologists. Backlog at December 31, 2024 was $111.3 million, an increase of $3.2 million, or 3%, from December 31, 2023.
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.
This increase was partially offset by a $1.3 million decrease in compensation related costs, primarily related to lower headcount.
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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAs of December 31, 2024, we had outstanding borrowings of $32.0 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, 2024. 50 Table of Contents
Biggest changeAs 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. 58 Table of Contents
The Company's investment in eFC, as described in Note 7 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 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.

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