DLHC

dlhc-202602090000785557false00007855572026-02-092026-02-09

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):  February 9, 2026

DLH Holdings Corp. (Exact name of Registrant as Specified in its Charter)

New Jersey0-1849222-1899798 (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 classTrading Symbol(s)Name of each exchange on which registered Common StockDLHCNasdaqCapital 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 2.02Results of Operations and Financial Condition

On February 9, 2026, DLH Holdings Corp. announced by press release its financial results for its fiscal quarter ended December 31, 2025. 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 9.01Financial 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 February 9, 2026

104Cover 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: February 9, 2026

dlhc-202512100000785557false00007855572024-12-042024-12-04

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):  December 10, 2025

DLH Holdings Corp. (Exact name of Registrant as Specified in its Charter)

New Jersey0-1849222-1899798 (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 classTrading Symbol(s)Name of each exchange on which registered Common StockDLHCNasdaqCapital 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 2.02Results of Operations and Financial Condition

On December 10, 2025 , DLH Holdings Corp. announced by press release its financial results for its fourth fiscal quarter and fiscal year ended September 30, 2025. 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 9.01Financial 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 December 10, 2025

104Cover 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: December 10, 2025

dlhc-202510280000785557false00007855572025-10-282025-10-28

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):  October 28, 2025

DLH Holdings Corp. (Exact name of Registrant as Specified in its Charter)

New Jersey0-1849222-1899798 (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 classTrading Symbol(s)Name of each exchange on which registered Common StockDLHCNasdaqCapital 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 2.02Results of Operations and Financial Condition. DLH Holdings Corp. (the “Company”) hereby reports certain preliminary financial information for the fiscal year ended September 30, 2025. Total debt at fiscal year-end was $131.6 million, compared to $154.6 million as of September 30, 2024, reflecting a total reduction of $23.0 million during fiscal 2025, including $10.7 million in the fourth quarter. As a result of the Company’s focus on managing its working capital, all mandatory amortization payments for fiscal 2026 have been fully satisfied.

As the Company has not completed its year end annual close procedures and the audit of its 2025 financial statements is not complete, the financial information presented in this press release is preliminary, subject to final year end closing adjustments and may change materially. The information presented above has not been audited by the Company’s independent accountants, should not be considered a substitute for audited financial statements, and should not be regarded as a representation by the Company as to the actual financial results for the fiscal year ended September 30, 2025.

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 8.01 Other Events. Head Start Contract Update

As previously disclosed, the Company performs monitoring, evaluation and compliance services for the Office of Head Start (“OHS”). The contract term for these services ends on October 31, 2025. Through the third quarter of fiscal 2025, the revenue earned on this contract was $28.4 million, representing approximately 10.7% of total revenues for the fiscal year to date.

As also previously disclosed, the policies of the Biden administration promoted unbundling and setting aside contracts for small businesses. OHS conducted a competitive procurement for renewal of the services we have been performing, which was set aside for qualifying small businesses. In response to this procurement, we partnered with qualified small businesses to submit proposal responses. Our small business partners have been informed that their proposals were not selected by OHS.

Due to the ongoing Government shutdown, it is unclear whether protests from unsuccessful bidders are under consideration. However, effective upon the completion of the current contract term on October 31, 2025, we will transition services to the new contractors and will no longer be providing services to OHS. Our pursuit of new business to increase our revenue base remains our strategy for mitigating the impact of this trans