Sec Form 3 Filing - Oroho Steven Vincent Jr @ DLH Holdings Corp. - 2026-07-01

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Oroho Steven Vincent Jr 2. Issuer Name and Ticker or Trading Symbol DLH Holdings Corp. [ DLHC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 3565 PIEDMONT RD NE, BUILDING 3; SUITE 700 3. Date of Earliest Transaction (MM/DD/YY) 07/01/2026 (Street) ATLANTA, GA30305 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 42,595 ( 1 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option $ 5.25 ( 2 ) 01/11/2029 Common Stock 25,000 D Employee Stock Option $ 10.05 ( 3 ) 12/15/2030 Common Stock 25,000 D Employee Stock Option $ 10.75 ( 4 ) 07/30/2031 Common Stock 25,000 D Employee Stock Option $ 11.08 ( 5 ) 08/31/2033 Common Stock 35,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Oroho Steven Vincent Jr 3565 PIEDMONT RD NE BUILDING 3; SUITE 700 ATLANTA, GA30305 Chief Financial Officer Signatures /s/ Steven V. Oroho, Jr. 07/06/2026 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 38,095 time-based restricted stock units granted under the reporting person's employment offer letter dated June 30, 2026 pursuant to the Company's 2025 Equity Incentive Plan, as amended. Each restricted stock unit represents a contingent right to receive one share of common stock and vests in full on June 30, 2029, provided that the reporting person remains in the employment of the Company as of such date. ( 2 )The option became exercisable on January 26, 2021. ( 3 )The option became exercisable on October 22, 2021. ( 4 )The option became exercisable on November 8, 2021. ( 5 )Fifty percent of the shares issuable under this option became exercisable on November 24, 2023. The remainder of the option will vest upon the satisfaction of vesting conditions.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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