Every 8-K that DLH Holdings Corp. (DLHC) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow DLHC and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full DLHC filings page.
DLH Holdings Corp. (DLHC) detailed final arrangements related to the previously announced resignation of Zachary C. Parker as President and Chief Executive Officer effective June 30, 2026. His employment and officer roles ended on that date, but he will remain on the board as a non-employee director for the rest of his current term with standard director cash and equity compensation.
Under a Separation Agreement, Mr. Parker receives accrued compensation, up to 18 months of COBRA continuation benefits, and continued eligibility for certain existing stock options and unvested time-based restricted stock units while his consulting relationship continues or if it is terminated without cause. DLH entered into an Advisory Services Agreement under which an entity controlled by Mr. Parker provides transition services from July 1 through September 30, 2026 for a cash fee of $187,550, and a Consulting Services Agreement under which Mr. Parker serves as an independent contractor from October 1, 2026 through September 30, 2027. For the consulting role, he is granted 142,857 restricted stock units valued at $750,000 and 19,047 performance-based restricted stock units valued at $100,000, with time-based vesting in two installments and additional vesting and cash payment features tied to performance, termination without cause, change in control, and a $5.25 reference stock price.
DLH Holdings Corp. reported weak fiscal third-quarter 2026 results as revenue fell to $44.2 million from $83.3 million, a 46.9% decline driven mainly by the transition of legacy programs to small-business contractors. The company posted an operating loss of $3.9 million versus operating income of $3.8 million a year earlier and a net loss of $16.8 million, or $(1.16) per diluted share, compared with net income of $0.3 million or $0.02 per share. Management noted that the loss includes a $10.4 million valuation allowance against deferred tax assets.
Non-GAAP Adjusted EBITDA was $3.4 million, down from $8.1 million, with margin compressing to 7.6% from 9.7%. DLH generated operating and free cash flow of $4.2 million, reduced debt to $128.7 million from $132.7 million at the prior quarter end, and reported backlog of $408.5 million versus $514.3 million at September 30, 2025. The company completed cost-reduction actions and appointed Kathryn JohnBull as President and CEO and Steve Oroho as CFO and Treasurer, emphasizing organic growth, operating leverage, debt reduction, and positioning for improved performance in fiscal 2027.
DLH Holdings Corp. announced a planned leadership transition, with long‑time President and CEO Zachary Parker retiring from the executive role effective June 30, 2026, while remaining on the board and serving as an advisor and later consultant.
The board appointed current Chief Financial Officer and Treasurer Kathryn M. JohnBull as President, CEO, and director effective July 1, 2026. Her new employment agreement provides a $600,000 annual base salary, a target bonus equal to 100% of base salary tied to profitability, revenue and operational goals, and restricted stock units with a grant date value of 75% of base salary that vest after three years.
On July 1, 2026, Steven V. Oroho, Jr. becomes Chief Financial Officer and Treasurer, with an annual base salary of $340,000, eligibility for a bonus up to 70% of base salary, and $200,000 in restricted stock units vesting after three years. Both JohnBull and Oroho receive severance protections for terminations without cause or for good reason, including salary-based severance, continued benefits, pro rata bonus eligibility, and, in certain cases, accelerated vesting of equity awards, with additional protections tied to defined change‑in‑control events.
DLH Holdings Corp. amended its secured credit agreement with its bank group on June 11, 2026. The facility continues to include a syndicated term loan originally sized at $190,000,000 and a revolving credit line of up to $50,000,000, with a $10,000,000 swingline sublimit.
The amendment revises the definition of Consolidated EBITDA to add lease termination and restructuring costs in fiscal 2026 and permits up to $3,000,000 of pro forma income from material contract awards. Total Funded Debt is adjusted to exclude undrawn letters of credit related to the VA Consolidated Mail Outpatient Pharmacy program.
Financial covenants are eased, raising the maximum total leverage ratio to 5.0:1.0 for the quarter ending June 30, 2026 and 5.5:1.0 for the quarter ending September 30, 2026, while lowering the minimum fixed charge coverage ratio to 1.05:1.0 over the same period. As of the amendment’s effective date, the principal on the secured senior loan has amortized to $122,000,000, and the facility remains secured by substantially all company and subsidiary assets.
DLH Holdings reported a weak fiscal 2026 second quarter as its legacy contracts transitioned to small-business set‑aside competitors. Revenue fell to $59.3 million from $89.2 million, a 33.5% decline year over year, driven by the loss of these legacy programs.
The company swung to a net loss of $2.5 million, or $(0.17) per diluted share, compared with net income of $0.9 million, or $0.06 per share, a year earlier. Adjusted EBITDA dropped to $5.3 million from $9.4 million, though the margin of 9.0% shows cost-cutting helped preserve profitability on a smaller revenue base.
Free cash flow was $3.8 million versus $14.5 million in the prior-year quarter. Total debt stood at $132.7 million, modestly down from $136.6 million at the end of the first quarter, while backlog declined to $442.4 million from $514.3 million as of September 30, 2025. DLH also secured a two‑year sole source extension for its NIH clinical research support contract.
DLH Holdings Corp. reported results of its March 12, 2026 annual shareholder meeting. Shareholders approved an amendment to the 2025 Equity Incentive Plan, increasing the number of shares available for issuance under the plan by 550,000 shares, effective upon approval.
Seven director nominees, including Zachary C. Parker and Judith L. Bjornaas, were elected to serve until the 2027 annual meeting. Shareholders also approved, on an advisory basis, the compensation of the named executive officers and ratified the appointment of Withum, Smith + Brown, P.C. as independent auditor for the fiscal year ending September 30, 2026.
As of the January 21, 2026 record date, 14,493,035 common shares were outstanding and entitled to vote, with 13,172,541 shares represented in person or by proxy at the meeting, constituting a quorum.
DLH Holdings Corp. reported fiscal 2026 first quarter revenue of $68.9 million, down 24% from $90.8 million a year earlier, as certain legacy programs transitioned to small‑business set-aside contractors. The company posted a net loss of $1.3 million, versus net income of $1.1 million.
Adjusted EBITDA was $6.5 million, or 9.5% of revenue, compared with $9.9 million and an 11.0% margin, reflecting cost-scaling initiatives to align expenses with lower volumes. Operating cash outflow improved to $4.8 million from $11.5 million, while debt increased to $136.6 million and backlog rose slightly to $517.4 million.
DLH Holdings reported preliminary fiscal 2025 results and contract updates. Total debt at year-end was $131.6 million, down from $154.6 million as of September 30, 2024, a $23.0 million reduction including $10.7 million in the fourth quarter. The company stated that all mandatory amortization payments for fiscal 2026 have been fully satisfied. These figures are preliminary and subject to year-end closing and audit.
On contracts, DLH’s Office of Head Start engagement ends on October 31, 2025; revenue through the third quarter from this contract was $28.4 million, about 10.7% of year-to-date revenue, and services will transition to new contractors. Separately, effective October 28, 2025, DLH received a sole-source IDIQ for the VA CMOP program with a $90.0 million ceiling and a maximum performance period through April 2027, with initial quarterly revenue at approximately $28 million for four locations not yet transitioned.
DLH Holdings Corp. entered into a new employment agreement with CEO and President Zachary C. Parker, dated September 26, 2025 and effective October 1, 2025, with an initial term running through September 30, 2028 and automatic one-year renewals thereafter. Mr. Parker will continue as CEO, President and director, with a base salary of $750,000 per year and an annual bonus opportunity targeted at 100% of base salary, based on performance goals set by the board’s compensation committee.
During the term, he is eligible for long-term equity or performance awards, with the first incentive award targeting 250% of his base salary. If DLH terminates him without cause, or he resigns for good reason, he is entitled to 24 months of base salary, up to 18 months of continued health and welfare benefits, accrued but unpaid compensation, and accelerated vesting of time-based equity awards. In a qualifying change in control termination, severance increases to 250% of base salary plus similar benefits and full accelerated equity vesting, subject to tax-based limits. The agreement also includes ongoing confidentiality, non-solicitation and non-competition covenants.