DHX

New in FY2025

• 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.
• See also Note 8 of the notes to consolidated financial statements.
• 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.
• 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.
• We post our privacy policies on our websites so that our users can access and understand the terms and conditions applicable to the collection, storage, and use of information collected from users.
• Our privacy policies also disclose the types of information we gather, how we use it and how a user can correct or change their information.
• 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.
• To protect confidential information and to comply with our obligations to our users, we impose constraints on our customers to whom we provide user data, which are consistent with our commitments to our users.
• Additionally, when we provide lists to third parties, including to our advertiser customers, it is under contractual terms that are consistent with our obligations to our users and with applicable laws and regulations.
• The CPRA was further amended effective January 1, 2026 to include, among other requirements, additional audit requirements and risk assessments to which we may be subject.
• Furthermore, favorable laws may change, including, for example, the 2025 U.S.
• 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 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.
• The Company budgets for professional development training at the functional group level.
• 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 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.
• 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.
• Additionally, all team members participated in career training to create a strategic action plan for their 2025 goals.
• The Company has employee resource groups led by employees to share experiences and have a safe, confidential space.
• 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.
• 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.
• For example, in 2024 and 2025 several large technology companies underwent planned layoffs.
• 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.
• 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.
• 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.
• 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.
• 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 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.
• 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.
• 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.
• 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.
• AI models may reduce the demand for technology professionals in the workforce.
• The CPRA was again amended effective January 1, 2026 implementing, among other things, data minimization requirements and additional processes surrounding consumer verification rights.
• 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.
• 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.

and 6 more.

Gone since FY2024

• Furthermore, favorable laws may change, including, for example, the U.S.
• 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.
• 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.
• The Company budgets for professional development training by both functional group and at the individual level each year.
• Professional development could include attending an online class to learn a new skillset, attending a conference or finding opportunities within the organization to grow skill sets.
• 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.
• 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.
• The Company’s internal Diversity, Equity and Inclusion program is based on promoting a culture of inclusivity, and includes Allyship training and Unconscious Bias training, which teaches team members how to better support marginalized groups.
• Additionally, all team members participated in career development training to create a strategic action plan for their 2024 goals.
• 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.
• In 2021, the Company introduced inclusive fertility benefits which support all paths to parenthood and in 2022 expanded benefits to cover travel expenses related to women's health.
• For example, in 2024 several large technology companies underwent planned layoffs.
• 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.
• We compete with generalist job boards, some of which have substantially greater resources and brand recognition than we do, such as CareerBuilder, Monster.com, Indeed, ZipRecruiter, and Seek, which, unlike specialist job boards, permit customers to enter into a single contract to find professionals across multiple occupational categories and attempt to fill all of their hiring needs through a single website, as well as job boards focused specifically on the industries we service, such as Stack Overflow and Upwork.
• We also 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.
• 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.
• 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.
• 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.
• 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.
• 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, 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 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.
• 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.