Goodwill as of June 30, 2025 and December 31, 2024, was $120.3 million and $128.1 million, respectively. During the first quarter of 2025, in connection with the organizational restructuring, which is further described in Note 5, the Company performed an interim impairment test of the Tech-focused reporting unit immediately prior to the restructuring, then allocated its goodwill into the two new reporting units, ClearanceJobs and Dice, based the relative fair value of each reporting unit, and finally tested each reporting unit's goodwill for impairment.

The interim impairment test performed immediately prior to the organizational restructuring indicated that the fair value of the Tech-focused reporting unit was substantially in excess of the carrying value as of the date of the organizational restructuring.

The impairment test performed immediately after the allocation for the ClearanceJobs reporting unit indicated that the fair value was substantially in excess of the carrying value as of the date of the organizational restructuring. The impairment test performed immediately after the allocation for the Dice reporting unit resulted in the Company recording an impairment charge of $7.4 million during the three month period ended March 31, 2025. Subsequent to the issuance of the condensed consolidated financial statements for the period ended March 31, 2025, the Company identified an error in the goodwill impairment charge recorded in the Dice reporting unit during the quarter ended March 31, 2025. The total impairment charge for the period ending March 31, 2025 was understated by $0.4 million. Management has evaluated quantitative and qualitative factors for this misstatement and has concluded it was not material to the prior period. The Company will also correct previously reported financial information for such immaterial errors in future filings.

The Dice projections utilized in the organizational restructuring impairment test included increasing revenues at rates approximating industry growth projections. The Company’s ability to achieve these revenue projections may be impacted by, among other things, demand for technology professionals, competition in the technology recruiting market, challenges in developing and introducing new products and product enhancements to the market and the Company’s ability to attribute value delivered to customers. If future cash flows that are attributable to the Dice reporting unit are not achieved, the Company could realize an impairment in a future period. 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 Dice reporting unit to become impaired. In addition, a future decline in the overall market conditions, demand for technology professionals, 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.

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

There were no indicators of impairment for the ClearanceJobs and Dice reporting units for the three month period ended June 30, 2025. Therefore, no quantitative impairment test was performed as of June 30, 2025. No impairment was recorded during the three month period ended June 30, 2025 and the three and six month periods ended June 30, 2024.


	Tech-focused		ClearanceJobs		Dice		Total
Goodwill at December 31, 2024	$	128,100	$	—	$	—	$	128,100
Segment Change	(128,100)		97,431		30,669		—
Goodwill at January 13, 2025(1)	$	—	$	97,431	$	30,669	$	128,100
Impairment	—		—		(7,800)		(7,800)
Goodwill at June 30, 2025	$	—	$	97,431	$	22,869	$	120,300
(1) Date of organizational restructuring.