DLH Holdings Corp. received an updated ownership report showing that Minerva Advisors LLC and related entities, together with David P. Cohen, beneficially own 1,113,057 shares of DLH common stock, or 7.7% of the company. This is based on 14,493,035 shares outstanding as of February 6, 2026.
Minerva Group, LP directly holds 675,434 shares, representing 4.7% of the outstanding stock, and each Minerva entity and David P. Cohen is deemed a beneficial owner of these shares. Minerva Advisors LLC and David P. Cohen also report shared voting and dispositive power over an additional 437,623 shares.
The reporting persons certify that the securities were not acquired and are not held for the purpose of changing or influencing control of DLH, indicating a passive investment intent under Schedule 13G.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
DLH Holdings Corp.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
23335Q100
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
23335Q100
1
Names of Reporting Persons
Minerva Advisors LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
675,434.00
6
Shared Voting Power
473,623.00
7
Sole Dispositive Power
675,434.00
8
Shared Dispositive Power
473,623.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,113,057.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.7 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP No.
23335Q100
1
Names of Reporting Persons
MINERVA GROUP LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
675,434.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
675,434.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
675,434.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.7 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
23335Q100
1
Names of Reporting Persons
MINERVA GP, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
675,434.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
675,434.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
675,434.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.7 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
23335Q100
1
Names of Reporting Persons
MINERVA GP, INC.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
PENNSYLVANIA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
675,434.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
675,434.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
675,434.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.7 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
23335Q100
1
Names of Reporting Persons
COHEN DAVID P
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
675,434.00
6
Shared Voting Power
473,623.00
7
Sole Dispositive Power
675,434.00
8
Shared Dispositive Power
473,623.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,113,057.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.7 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
DLH Holdings Corp.
(b)
Address of issuer's principal executive offices:
3565 Piedmont Road, NE, Building 3, Suite 700, Atlanta, GA 30305
Item 2.
(a)
Name of person filing:
Minerva Advisors LLC
Minerva Group, LP
Minerva GP, LP
Minerva GP, Inc.
David P. Cohen
(b)
Address or principal business office or, if none, residence:
50 Monument Road, Suite 201
Bala Cynwyd, PA 19004
(c)
Citizenship:
David P. Cohen is a U.S. Citizen.
Minerva Advisors LLC, Minerva Group, LP, and Minerva GP, LP are organized under Delaware law.
Minerva GP, Inc. is organized under Pennsylvania law.
(d)
Title of class of securities:
Common Stock, $0.001 par value
(e)
CUSIP No.:
23335Q100
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Minerva Advisors LLC* - 1,113,057
Minerva Group, LP - 675,434
Minerva GP, LP* - 675,434
Minerva GP, Inc.* - 675,434
David P. Cohen* - 1,113,057
*Each of these reporting persons is deemed a beneficial owner of the 675,434 shares of the Issuer held by Minerva Group, LP. David P. Cohen is also deemed a beneficial owner of the 1,113,057 shares of the Issuer beneficially owned by Minerva Advisors LLC.
(b)
Percent of class:
Minerva Advisors LLC* - 7.7%
Minerva Group, LP - 4.7%
Minerva GP, LP* - 4.7%
Minerva GP, Inc.* - 4.7%
David P. Cohen* - 7.7%
*Each of these reporting persons is deemed a beneficial owner of the 4.7% of the shares of the Issuer held by Minerva Group, LP. David P. Cohen is also deemed a beneficial owner of the 7.7% of the shares of the Issuer beneficially owned by Minerva Advisors LLC.
Based on a total of 14,493,035 shares of the Issuer's Common Stock outstanding as of February 6, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended December 31, 2025.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Minerva Advisors LLC* - 675,434
Minerva Group, LP - 675,434
Minerva GP, LP* - 675,434
Minerva GP, Inc.* - 675,434
David P. Cohen* - 675,434
*Each of these reporting persons is deemed a beneficial owner of the 675,434 shares of the Issuer held by Minerva Group, LP.
(ii) Shared power to vote or to direct the vote:
Minerva Advisors LLC - 437,623
David P. Cohen** - 437,623
**David P. Cohen is deemed a beneficial owner of the 437,623 shares of the Issuer beneficially owned by Minerva Advisors LLC.
(iii) Sole power to dispose or to direct the disposition of:
Minerva Advisors LLC* - 675,434
Minerva Group, LP - 675,434
Minerva GP, LP* - 675,434
Minerva GP, Inc.* - 675,434
David P. Cohen* - 675,434
*Each of these reporting persons is deemed a beneficial owner of the 675,434 shares of the Issuer held by Minerva Group, LP.
(iv) Shared power to dispose or to direct the disposition of:
Minerva Advisors LLC - 437,623
David P. Cohen** - 437,623
**David P. Cohen is deemed a beneficial owner of the 437,623 shares of the Issuer beneficially owned by Minerva Advisors LLC.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What percentage of DLH Holdings Corp. (DLHC) does Minerva Advisors report owning?
Minerva Advisors LLC and related entities, together with David P. Cohen, report beneficial ownership of 7.7% of DLH Holdings Corp.’s common stock. This is based on 14,493,035 shares outstanding as of February 6, 2026, per the company’s Form 10-Q.
How many DLH Holdings Corp. (DLHC) shares are beneficially owned by Minerva-related entities?
The filing reports 1,113,057 DLH shares beneficially owned by Minerva Advisors LLC and David P. Cohen. Of this, 675,434 shares are held by Minerva Group, LP, with additional shared voting and dispositive power over 437,623 shares through Minerva Advisors LLC.
Which Minerva entities are included in the DLH (DLHC) Schedule 13G/A filing?
The filing lists Minerva Advisors LLC, Minerva Group, LP, Minerva GP, LP, Minerva GP, Inc., and David P. Cohen as reporting persons. Each is deemed a beneficial owner of the 675,434 DLH shares held directly by Minerva Group, LP.
What is Minerva Group, LP’s direct ownership in DLH Holdings Corp. (DLHC)?
Minerva Group, LP directly owns 675,434 shares of DLH common stock, representing 4.7% of outstanding shares. Other Minerva entities and David P. Cohen are deemed beneficial owners of these shares through their control and organizational roles over Minerva Group, LP.
Does the Minerva Schedule 13G/A indicate an activist or passive stance in DLH (DLHC)?
The reporting persons certify the DLH shares were not acquired or held to change or influence control of the company. This language indicates a passive investment intent, consistent with the use of Schedule 13G rather than a control-oriented Schedule 13D.
How are voting and dispositive powers over DLH (DLHC) shares allocated among Minerva entities?
The filing states 675,434 shares with sole voting and dispositive power for Minerva Group, LP and related entities, and 437,623 shares with shared voting and dispositive power for Minerva Advisors LLC and David P. Cohen, reflecting their advisory and control relationships.
