Form 8-K

8-K — DLH Holdings Corp.

Accession: 0001628280-26-031338

Filed: 2026-05-06

Period: 2026-05-06

CIK: 0000785557

SIC: 7363 (SERVICES-HELP SUPPLY SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — dlhc-20260506.htm (Primary)

EX-99 — EX-99.1 (earnrelfy26q2.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: dlhc-20260506.htm · Sequence: 1

dlhc-20260506

0000785557false00007855572026-05-062026-05-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 06, 2026

DLH Holdings Corp.

(Exact name of Registrant as Specified in its Charter)

New Jersey 0-18492 22-1899798

(State or Other Jurisdiction of Incorporation (Commission File Number) (I.R.S. Employer Identification No.)

3565 Piedmont Road, NE, Building 3, Suite 700

Atlanta, GA 30305

(Address of Principal Executive Offices, and Zip Code)

(770) 554-3545

Registrant's telephone number, Including Area Code

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock DLHC Nasdaq Capital Market

CHECK THE APPROPRIATE BOX BELOW IF THE FORM 8-K FILING IS INTENDED TO SIMULTANEOUSLY SATISFY THE FILING OBLIGATION OF THE REGISTRANT UNDER ANY OF THE FOLLOWING PROVISIONS:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition

On May 6, 2026, DLH Holdings Corp. announced by press release its financial results for its fiscal quarter ended March 31, 2026. A copy of the press release is attached hereto as Exhibit 99.1.

The information furnished pursuant to Item 2.02 of this Current Report, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibit is attached to this Current Report on Form 8-K:

Exhibit

Number

Exhibit Title or Description

99.1

Press Release dated May 6, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

DLH Holdings Corp.

By: /s/ Kathryn M. JohnBull

Name: Kathryn M. JohnBull

Title: Chief Financial Officer

Date: May 6, 2026

EX-99 — EX-99.1

EX-99

Filename: earnrelfy26q2.htm · Sequence: 2

Document

DLH Reports Fiscal 2026 Second Quarter Results

ATLANTA, May. 6, 2026 – DLH Holdings Corp. (NASDAQ: DLHC) (“DLH” or the “Company”), a leading provider of digital transformation and cybersecurity, systems engineering and integration, and science research and development, today announced financial results for its fiscal second quarter ended March 31, 2026.

Q2 Highlights:

•Revenue change both year-over-year and sequentially, from the first quarter of fiscal 2026, primarily reflects the transition of legacy programs to small-business set-aside contractors

•Adjusted EBITDA of $5.3 million, or 9.0% of revenue, with the Company's cost scaling initiatives sustaining adjusted EBITDA margin on the current revenue volume

•Free cash flow of $3.8 million, with cash generation expected to accelerate in the second half of fiscal 2026

•Debt was reduced to $132.7 million, from $136.6 million at the end of the first quarter, with greater reductions expected before the end of fiscal 2026

•Awarded a two-year sole source extension of our contract to provide clinical research support services to NIH.

Management Discussion:

“Fiscal 2026 is a transition year for DLH, with the previously disclosed conversion of legacy contracts to small businesses continuing and expected to complete in our 3rd quarter. We have proactively right-sized our cost structure to align with the Technology Powered Solutions business base, successfully protecting our margins.” said Zach Parker, DLH President and Chief Executive Officer. “With a leaner operating model and improving demand from our government customers, we are positioned to capture the digital modernization, cybersecurity and AI opportunities aligned with our core capabilities. We remain focused on profitable growth and free cash flow generation to reduce debt and expand our current portfolio of solutions and services.”

Operating Financial Summary

Three Months Ended

March 31,

$ million

2026

2025

% Change

Revenue

$59.3

$89.2

(33.5)%

Income (loss) from operations

$(0.1)

$5.1

(102.0)%

Adjusted Income from operations

$1.0

$5.1

(80.4)%

Net income (loss)

$(2.5)

$0.9

(377.8)%

Diluted Earnings (Loss) Per Share

$(0.17)

$0.06

(383.3)%

EBITDA

$4.2

$9.4

(55.3)%

Adjusted EBITDA

$5.3

$9.4

(43.6)%

EBITDA margin on Revenue

7.2%

10.5%

(31.4)%

Adjusted EBITDA margin on Revenue

9.0%

10.5%

(14.3)%

Cash provided by Operating Activities⁽¹⁾

$3.8

$14.5

(73.8)%

Free Cash Flow⁽¹⁾

$3.8

$14.5

(73.8)%

(1) Operating cash flow and free cash flow for the quarter are derived by subtracting from this quarter's year-to-date amount the year-to-date amount reported in the Company’s prior Quarterly Report on Form 10-Q.

Additional Financial Metrics

March 31, 2026

September 30, 2025

% Change

Debt

$132.7

$131.6

0.8%

Backlog

$442.4

$514.3

(14.0)%

Earnings Call & Webcast:

DLH management will discuss second quarter results and provide a general business update, including current competitive conditions and strategies, during a conference call beginning at 10:00 AM Eastern Time tomorrow, May 7, 2026. Interested parties may listen to the conference call by dialing 888-347-5290 or 412-317-5256. Presentation materials will also be posted on the Investor Relations section of the DLH website prior to the commencement of the conference call.

A digital recording of the conference call will be available for replay two hours after the completion of the call and can be accessed on the DLH Investor Relations website or by dialing 855-669-9685 and entering the conference ID #6965160.

About DLH:

DLH (NASDAQ: DLHC) enhances technology, public health, and cyber security readiness missions through science, technology, cyber, and engineering solutions and services. Our experts solve some of the most complex and critical missions faced by federal customers, leveraging digital transformation, artificial intelligence, advanced analytics, cloud-based applications, telehealth systems, and more. With a world-class workforce dedicated to the idea that “Your Mission is Our Passion,” DLH brings a unique combination of government sector experience, proven methodology, and unwavering commitment to innovative solutions to improve the lives of millions. For more information, visit www.DLHcorp.com.

Contact Information:

Investor Relations

Chris Witty

(646) 438-9385

cwitty@darrowir.com

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or DLH`s future financial performance. Any statements that refer to expectations, projections or other characterizations of future events or circumstances or that are not statements of historical fact (including without limitation statements to the effect that the Company or its management “believes”, “expects”, “anticipates”, “plans”, “intends” and similar expressions) should be considered forward-looking statements that involve risks and uncertainties which could cause actual events or DLH’s actual results to differ materially from those indicated by the forward-looking statements. Forward-looking statements in this release include, among others, statements regarding benefits of acquisitions, estimates of future revenues, operating income, earnings, earnings per share, backlog, and cash flows. These statements reflect our belief and assumptions as to future events that may not prove to be accurate. Our actual results may differ materially from such forward-looking statements made in this release due to a variety of factors, including: the failure to achieve the anticipated benefits of any future acquisition (including anticipated future financial operating performance and results); the inability to retain employees and customers; contract awards in connection with re-competes for present business and/or competition for new business; our ability to manage our debt obligations; compliance with bank financial and other covenants; changes in client budgetary priorities; government contract procurement (such as bid and award protests, small business set asides, loss of work due to organizational conflicts of interest, etc.) and termination risks; significant delays or reductions in appropriations for our programs and broader changes in U.S. government funding and spending patterns; legislation that amends or changes discretionary spending levels or budget priorities; legal, regulatory, and political changes from the federal government that could result in economic uncertainty; the impact of inflation and higher interest rates; and other risks described in our SEC filings. For a discussion of such risks and uncertainties which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in the Company’s periodic reports filed with the SEC, including our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, as well as interim quarterly filings thereafter. The forward-looking statements contained herein are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about our industry and business.

Such forward-looking statements are made as of the date hereof and may become outdated over time. The Company does not assume any responsibility for updating forward-looking statements.

DLH HOLDINGS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands, except per share amounts)

Three Months Ended

Six Months Ended

March 31,

2026

2025

2026

2025

Revenue

59,265

89,212

128,158

179,994

Cost of operations:

Contract costs

47,490

71,594

102,885

144,365

General and administrative costs

7,530

8,238

15,291

16,305

Depreciation and amortization

4,300

4,265

8,600

8,572

Total operating costs

59,320

84,097

126,776

169,242

Income (loss) from operations

(55)

5,115

1,382

10,752

Interest expense, net

3,139

3,877

6,535

8,010

Income (loss) before provision for income taxes

(3,194)

1,238

(5,153)

2,742

Provision for income taxes (benefit)

(659)

360

(1,294)

750

Net income (loss)

(2,535)

878

(3,859)

1,992

Net income (loss) per share

Basic

(0.17)

0.06

(0.27)

0.14

Diluted

(0.17)

0.06

(0.27)

0.14

Weighted average common stock outstanding

Basic

14,493

14,386

14,493

14,386

Diluted

14,493

14,454

14,493

14,454

DLH HOLDINGS CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except par value of shares)

March 31, 2026

September 30, 2025

(unaudited)

ASSETS

Current assets:

Cash

131

125

Accounts receivable

33,642

38,394

Other current assets

3,013

4,018

Total current assets

36,786

42,537

Goodwill

138,161

Intangible assets, net

83,638

91,865

Operating lease right-of-use assets

7,760

8,764

Deferred income taxes, net

9,310

7,947

Equipment and improvements, net

942

1,274

Other long-term assets

115

Total assets

276,712

290,663

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Accounts payable and accrued liabilities

12,445

19,246

Accrued payroll

7,181

12,153

Debt obligations - current, net of deferred financing costs

19,450

8,067

Operating lease liabilities - current

3,022

2,918

Other current liabilities

193

287

Total current liabilities

42,291

42,671

Long-term liabilities:

Debt obligations - long-term, net of deferred financing costs

110,511

119,966

Operating lease liabilities - long-term

12,595

14,022

Other long-term liabilities

1,045

1,046

Total long-term liabilities

124,151

135,034

Total liabilities

166,442

177,705

Shareholders' equity:

Common stock, $0.001 par value; 40,000 shares authorized; 14,493 and 14,493 shares issued and outstanding at March 31, 2026 and September 30, 2025, respectively

Additional paid-in capital

102,905

101,734

Retained earnings

7,351

11,210

Total shareholders’ equity

110,270

112,958

Total liabilities and shareholders' equity

276,712

290,663

DLH HOLDINGS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOW

(Amounts in thousands)

Six Months Ended

March 31,

2026

2025

Operating activities

Net income (loss)

(3,859)

1,992

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Depreciation and amortization

8,600

8,572

Amortization of deferred financing costs charged to interest expense

857

880

Stock-based compensation expense

1,264

725

Deferred income taxes, net

(1,363)

1,530

Changes in operating assets and liabilities:

Accounts receivable

4,752

(1,864)

Other assets

1,958

(638)

Accounts payable and accrued liabilities

(6,801)

(7,927)

Accrued payroll

(4,972)

(402)

Other liabilities

(1,420)

Net cash provided by (used in) operating activities

(984)

2,965

Investing activities

Purchase of equipment and improvements

(39)

(1)

Net cash used in investing activities

(39)

(1)

Financing activities

Proceeds from revolving line of credit

112,030

117,850

Repayments of revolving line of credit

(109,408)

(116,008)

Repayments of debt obligations

(1,500)

(4,750)

Payments of deferred financing costs

—

(202)

Payments for taxes related to net share settlement of restricted stock units

(93)

—

Net cash provided by (used in) financing activities

1,029

(3,110)

Net change in cash

(146)

Cash - beginning of period

125

342

Cash - end of period

131

196

Supplemental disclosure of cash flow information

Cash paid during the period for interest

5,276

7,165

Cash paid during the period for income taxes

724

508

Supplemental disclosure of non-cash activity

Common stock surrendered for the settlement of restricted stock units

—

Lease liability recognized to acquire a right-of-use asset

—

1,377

Non-GAAP Financial Measures

The Company uses Adjusted Income from Operations, EBITDA, Adjusted EBITDA, EBITDA as a percent of revenue, and Adjusted EBITDA as a percent of revenue as supplemental non-GAAP measures of performance. The Company uses Free Cash Flow as a supplemental non-GAAP liquidity measure. We define the measures as follows:

Adjusted Income from Operations represents income from operations before the costs associated with scaling general and administrative costs to revenue volume, referred to below as cost scaling initiatives.

EBITDA represents net income before income taxes, interest, depreciation and amortization; Adjusted EBITDA represents net income before income taxes, interest, depreciation and amortization and the costs associated with scaling general and administrative costs to revenue volume.

EBITDA and Adjusted EBITDA as a percent of revenue are calculated by dividing EBITDA or Adjusted EBITDA, respectively, for the measurement period by revenue for the same period.

Free cash flow is net cash provided by operating activities less the impact of purchases of equipment and improvements.

Adjusted Income from Operations, EBITDA, Adjusted EBITDA, EBITDA as a percent of revenue, and Adjusted EBITDA as a percent of revenue are non-GAAP measures of performance and are used by management to conduct and evaluate its business during its review of operating results for the periods presented. Free Cash Flow, a non-GAAP liquidity measure, is used by management to assess our ability to generate cash from our business operations and plan for future operating and capital actions.

Management and the Company's Board utilize these non-GAAP measures to make decisions about the use of the Company's resources, analyze performance between periods, develop internal projections and measure management performance. We believe that these non-GAAP measures are useful to investors in evaluating the Company's ongoing operating and financial results and understanding how such results compare with the Company's historical performance.

Adjusted Income from Operations, EBITDA, Adjusted EBITDA, EBITDA as a percent of revenue, Adjusted EBITDA as a percent of revenue, and free cash flow are not recognized measurements under accounting principles generally accepted in the United States, or GAAP, and when analyzing our performance and liquidity investors should (i) evaluate adjustments in our reconciliation to the nearest GAAP financial measures and (ii) use non-GAAP measures in addition to, and not as an alternative to, measures of our operating results, as defined under GAAP.

Reconciliation of GAAP Measures to Adjusted Income from Operations, EBITDA and Adjusted EBITDA (in thousands):

Three Months Ended

Six Months Ended

March 31,

2026

2025

Change

2026

2025

Change

Adjusted Income from Operations

Income (loss) from Operations

(55)

5,115

(5,170)

1,382

10,752

(9,370)

Cost scaling initiatives⁽¹⁾

1,082

—

1,082

1,890

—

1,890

Adjusted Income from Operations

1,027

5,115

(4,088)

3,272

10,752

(7,480)

EBITDA and Adjusted EBITDA

Net income (loss)

(2,535)

878

(3,413)

(3,859)

1,992

(5,851)

Depreciation and amortization

4,300

4,265

8,600

8,572

Interest expense, net

3,139

3,877

(738)

6,535

8,010

(1,474)

Provision for income taxes (benefit)

(659)

360

(1,019)

(1,294)

750

(2,044)

EBITDA

4,245

9,380

(5,135)

9,982

19,324

(9,342)

Cost scaling initiatives⁽¹⁾

1,082

—

1,082

1,890

—

1,890

Adjusted EBITDA

5,327

9,380

(4,053)

11,872

19,324

(7,452)

Net income (loss) as a % of revenue

(4.3)

1.0

(3.0)

1.1

EBITDA as a % of revenue

7.2

10.5

7.8

10.7

Adjusted EBITDA as a % of revenue

9.0

10.5

9.3

10.7

Revenue

59,265

89,212

128,158

179,994

(1) Cost scaling initiatives consist of expenses incurred by the Company in scaling its business to align with its current contract volume resulting from the previously disclosed conversion of programs for which the Company previously served as prime contractor to small business contractors.

Reconciliation of Free Cash Flow (in thousands):

Three Months Ended

Six Months Ended

March 31,

2026

2025

Change

2026

2025

Change

Net cash provided by (used in) operating activities

3,786

14,502

(10,716)

(984)

2,965

(3,949)

Less: Purchases of equipment and improvements

—

(39)

(1)

(38)

Free Cash Flow⁽¹⁾

3,786

14,502

(10,716)

(1,023)

2,964

(3,987)

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May 06, 2026

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Document Period End Date

May 06, 2026

Entity Registrant Name

DLH Holdings Corp.

Entity Incorporation, State or Country Code

Entity File Number

0-18492

Entity Tax Identification Number

22-1899798

Entity Address, Address Line One

3565 Piedmont Road, NE

Entity Address, Address Line Two

Building 3

Entity Address, Address Line Three

Suite 700

Entity Address, City or Town

Atlanta

Entity Address, State or Province

Entity Address, Postal Zip Code

30305

City Area Code

770

Local Phone Number

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Title of 12(b) Security

Common Stock

Trading Symbol

DLHC

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

-Number 240

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

-Number 240

-Section 12

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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