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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
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 2 earnrelfy26q2.htm EX-99.1 Document
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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)%

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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.


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DLH HOLDINGS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except per share amounts)

Three Months Ended
Six Months Ended
March 31,
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 




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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 
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 
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
14 
14 
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 



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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)
97 
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
6 
(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
$
93 
$
— 
Lease liability recognized to acquire a right-of-use asset
$
— 
$
1,377 



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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,
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 
35 
8,600 
8,572 
28 
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.


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Reconciliation of Free Cash Flow (in thousands):
Three Months Ended
Six Months Ended
March 31,
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)
(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.