This is the 2026 Annual Meeting of Shareholders of DLH Holdings Corp. I am Rick Wasserman, Chairman of the Board. I would like to take this opportunity to introduce Zachary C. Parker, the President and Chief Executive Officer of DLH Holdings Corp., who will be acting as the Chairman of this meeting. Thank you, Rick, and good morning. I am Zachary Parker, President and CEO of DLH Holdings Corporation. It is now a little after 10:00 A.M., and the meeting will please come to order. First, I would like to thank all the shareholders who are here in attendance at this annual meeting. As described in our proxy statement, we're holding this annual meeting as a hybrid meeting, meaning that shareholders are able to attend in person or via the internet. We hope that by hosting our annual meeting in this manner, it will offer a positive user experience for all participants. We will begin today's meeting with a formal agenda, which will be immediately followed by a presentation on the company's business and a Q&A session to follow. I will now introduce the directors, nominees, and members of senior management of DLH who are attending the meeting today, either remotely or in person. Of course, myself, Zach Parker, Frederick Wasserman. We have Steven Zelkowicz. Attending remotely are Judy Bjornaas, Dr. Elder Granger, Dr. Fran Murphy, and Austin Yerks. Here from my management team, we have our Chief Financial Officer, Kathryn Johnbull, our senior VP and corporate controller, Mr. Steve Aroho, and also attending the meeting are Fatima Raza and Lauren Rosva of WithumSmith+Brown PC, our independent accountants for the current fiscal year. They will also be available to respond to appropriate questions during the general question and answer session. Also joining us today are Mr. Victor DiGioia, front row, Michael Goldstein up here with us, and Vanessa Kabu-Asante of Becker and Poliakoff, our corporate counsel. Hey, Vanessa. We will now proceed with the formal business of the annual meeting. Kathryn JohnBull, as the assistant secretary of the company, will act as the secretary of this meeting. The agenda items for this meeting are, first, determining the presence of a quorum. Second, electing seven nominees to the board of directors to serve until the next annual meeting of the shareholders or until their respective successors shall have been duly elected and qualified. Third, an advisory vote on the compensation of our named executive officers. Fourth, approving an amendment to the 2025 Equity Incentive Plan. Fifth, ratifying the appointment of WithumSmith+Brown, PC as the company's independent registered public accounting firm for the fiscal year ending September 30th, 2026. Finally, transacting such other business as may be properly brought before this meeting. Those of you shareholders attending in person are requested to ask questions at the appropriate time during the meeting. For those shareholders attending virtually, they will have an opportunity to submit written questions via the Internet at any time during the meeting by following the directions on the meeting website. To submit written questions, shareholders must have their control number. The Q&A session will include both questions submitted in advance of, as well as during the meeting. The first order of business is to determine the presence of a quorum. Pursuant to action of the Board of Directors, only holders of record of common stock of the company at the close of business on January 21st, 2026, are entitled to vote at this meeting. Mr. Chairman, I wish to report that I have examined the list of shareholders of common stock entitled to vote at this meeting and have determined that the number of shares of common stock outstanding at the record date, January 21st, 2026, and entitled to vote, are 14,493,035 shares. I am advised by the Inspector of Elections that the number of shares of common stock represented at this meeting in person or by proxy is not less than 7,246,518 shares, and a quorum is therefore constituted. Accordingly, the meeting is legally convened. Thank you, Kathryn. On the basis of the report of the secretary, a quorum is in attendance. Michael Goldstein of Becker and Poliakoff has been appointed as Inspector of Election and has sworn to the oath of Inspector of Election. The next order of business is the election of the directors of the company. The board has nominated seven individuals to serve as directors of the company for a term of one year or until their respective successors have been duly elected and qualified. I will now entertain nominations for the seven directors of the company in accordance with the company's bylaws. Are there any nominations to the office of director of the company in accordance with the bylaws of the company? I nominate the following persons to serve as directors of the company, Judith L. Bjornaas, Dr. Elder Granger, Dr. Frances M. Murphy, Zachary C. Parker, Frederick G. Wasserman, Austin J. Yerks, III, and Stephen J. Zelkowicz. I second the nominations. As there are no other nominations that have been received in accordance with the company's bylaws, it is ordered that the nominations be closed. The next order of business is the non-binding advisory vote to approve the compensation of the company's named executive officers as described in the proxy statement for this annual meeting. More commonly known, of course, as say on pay. As discussed in our proxy statement, we believe our executive compensation programs and policies provide fair, reasonable, and competitive levels of compensation to our executive officers. Accordingly, our Board of Directors recommends a vote in favor of this proposal. The Secretary will now present a resolution approving the adoption of the proposal by the shareholders. Resolved that the company's compensation of its named executive officers is hereby approved, and it is further resolved that the officers of the company are hereby authorized and directed to take any and all actions as such officers of the company shall deem reasonable and necessary in their discretion in order to implement these resolutions. Someone move for adoption of these resolutions. I so move. I second the motion. [audio distortion] Stockholder. Resolved that the amendment to the 2025 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance, pursuant to awards granted under the plan by 550,000 shares, be and hereby is adopted and approved. It is further resolved that the officers of the company are hereby authorized and directed to take any and all actions, including changes to the form of the 2025 Equity Incentive Plan, as such officers of the company shall deem reasonable and necessary in their discretion. Will someone move for the adoption of the resolutions? I so move. I second the motion. The next order of business is the proposal to ratify the appointment of WithumSmith+Brown as the company's independent registered public accounting firm for the fiscal year ending September 30, 2026. The secretary will now present a resolution approving the adoption of the proposal by the shareholders. Resolved that the company's appointment of WithumSmith+Brown, PC as its independent registered public accounting firm for the fiscal year ending September 30th, 2026, is hereby ratified and approved in all respects. Can someone move for the adoption of the resolutions? I so move. I second the motion. It is now approximately 10:15 A.M., and the polls for voting on these proposals are now open. All DLH shareholders entitled to vote at this meeting have had the ability to do so online or in person. All the shareholders who wish to vote in person and who have not voted to date, please raise your hand to so indicate so we can provide you with a ballot. Please remember that if you have already voted by proxy, it is not necessary to vote again. Go ahead. Clear, Michael? Yeah. Go ahead. We will now entertain any questions that have been submitted in advance of and during the meeting relating to the election of office of directors and the other proposals discussed in our proxy statement for this meeting. Questions not relevant to these proposals, but relating to general aspects of the business, will not be entertained at this time. Please hold such inquiries for a Q&A session that will follow immediately after our presentation. Substantially similar questions will be answered once to avoid repetition and to allow time for other questions. If time does not permit us to address each question, the company's questions will be posted to the Investors tab of our corporate website after the meeting. After participating in today's meeting [audio distortion] As no questions regarding the proposals, we will move to the next order of- Mr. Chairman, I am in possession of the alphabetical list of shareholders of the company at the close of business on the record date who are entitled to vote [audio distortion] The shareholder list has been available for inspection at our town boardroom located at 4 Broadway, 17th floor, New York, New York 10006, for a period of 10 days for the annual meeting during ordinary business hours and electronically on the company's annual meeting webpage. For the record [audio distortion] the transfer agent of the company's common stock. The fee should be waived for this. If you have not, allow a moment for those to be cast. The polls open, the polls close at 10:18 A.M. We'll now retabulate. We'll get the report in just one minute. Thank you. We'll pause that. Please take your time. Thank you, sir. Mr. Goldstein. Any background music? You know I usually have some magic before. I will mention, while those are being tabulated, during our management presentation, we're going to start with a very short video, one which has been developed in-house to give some greater context to the transformation of the company. As you all know, we believe that there have been just major investments that are starting to mature for us that really has helped to develop us into a far more technology-enabled organization. We can give some context about that, as well as if you had a chance to read the presentation material, we're going to talk a little bit about the artificial intelligence aspects as well. Please feel free to converse on those as well. Mr. Chair. I'd like to report on the inspection of the election. The fly rules. The fly rules. We haven't gotten to Dennis' job. Okay. Chairman, I have tabulated the preliminary results of the votes cast on the proposals at this annual meeting. The preliminary results of the votes cast are as follows. Each of the nominees for director has received more than 59% of the votes cast in favor of his or her election and has been elected as a director of the company to serve for a one-year term or until their respective successors have been duly elected and qualified. The resolution on an advisory basis for the compensation of our named executive officers has received more than 50.1% of the votes cast in favor of the proposal and has been approved. The resolution to approve the amendment to the 2025 Incentive Plan has received more than 50.1% of the votes cast in favor of the proposal and has been approved. The ratification of the appointment of WithumSmith+Brown as the company's independent registered public accounting firm has received more than 90% of the votes cast in favor, and that appointment has been ratified. Thank you, Mr. Parker. Thank you. As indicated by the report of the Inspector, all of the matters voted on by the shareholders have been approved. We will file the final report of the Inspector of Election with the records of this meeting. We expect to report the results of the voting on a Form 8-K to be filed with the SEC within four business days of this meeting today. The Secretary will file the report of the Inspector of Elections as part of the records of this meeting for the purpose of reference. The Secretary is directed to file the following additional papers with the records of the company. Number one, list of shareholders of common stock entitled to vote at this meeting. Number two, notice of internet availability of proxy materials and proxy statement. The affidavit of the mailing. Four, ballots and proxies presented to this meeting. Five, inspector's oath, and number six, report of the Inspector of Election. We'll take a short pause, and I will now report on the business of the company, which will be followed by a question and answer session. For shareholders attending remotely, please follow the instructions on the annual meeting webpage to submit questions during this period. Shareholders here in person will have an opportunity to ask questions at the allotted time. A copy of the presentation materials is available on the investor page of our corporate website, as well as the webpage for more of this annual meeting. Let's begin the presentation. [Presentation] -Is transformed. I remember 15 years or so ago, I'd sit down with Nelson at a nice restaurant, and we were talking about how many pills we could put into the right boxes and get mailed out to our nation's veterans, et cetera, and something that we have been very proud of and that we've been able to build this company on. Kathryn and I laid out a strategy several years ago, multi-phases. This is now phase three of our transformation [audio distortion] Largely went from our human capital team, boosted significantly by strategic acquisitions over the years. Today, I'm happy to say, next slide, that we're now that technology-powered solutions that is well-positioned to compete favorably and aggressively in a marketplace, as well as to show the agility to deal with the evolution of the government acquisition strategies. If you haven't heard of those, we'll talk a little bit about those as needed, but we've addressed those in our recent earnings report. Today, we're really leveraging tools and technology and want to talk about today how we're really empowering and leveraging the tools associated with AI or artificial intelligence, to help continue this third phase of transformation with DLH. I'd like to begin by framing our current all of the benefits that are seen by some of our peer companies as we implement digital modernization, including the use of generative and agentic AI and machine learning applications. DLH is distinguishing itself by moving beyond the mere adoption and into true operational orchestration of how we leverage those tools in business. AI for advanced research applications solve our customers' critical mission challenges. We've applied machine learning as heard previously to accelerate biomedical analytics and telehealth, telesurgery, and utilize natural language processing, NLP, to automate regulatory documentation processes and reviews for agencies like NIH, CDC, and the military health system community. Now we've turned inward. As part of this evolution and transformation to capture those same efficiency gains for our own enterprise. This isn't just a pilot program, it is again, fundamental to and structural to the business and our evolution, involving our corporate front and back office operations, organic growth functions and the like. Every aspect of our management leadership team has been embracing and applying these tools, and we've got a strategic plan to continue to accelerate those to support our operations and growth. Over the recent year, we have successfully taken out several million dollars out of our corporate infrastructure and services costs. We will continue to talk a little bit about that in the future. I want to be clear to our shareholders that we will continue to do so without skipping a beat by leveraging these tools, and Agentic AI. In addition to the savings that we've enjoyed, we are materially enhancing both the speed and quality of our services and solutions, not only to our customers, but to our internal customers and our operations as well. If you look at slide four, the word cloud represents our initial foundational stack from last year. Tools like Google Gemini, GitHub, Copilot, ServiceNow AI, these are key engines to our operations and are indicative of how our competitive advantage lies in the orchestration layer that we are building on top of it. What also differentiates us is how novel we apply these tools to everyday challenges, as well as our intellectual property and development areas that we have highlighted in recent years. To solidly scale our internal operations, to innovate customer value propositions and expand our margins, we are exploring and deploying advanced agentic frameworks that are not yet represented on this map. Tools like Microsoft AutoGen can create multi-agent systems where specialized AI personas collaborate autonomously to resolve complex enterprise-wide workflows without the inbox obstacles and bottlenecks. LangGraph and other LangChain tools allow us to build stateful multi-agent applications that can reason and do so through cyclic processes, ensuring our automated workflows are robust and self-correcting. CrewAI allows us to explore into role-based agent teams that can effectively allow our infrastructure to self-manage routine administrative tasking, both from our IT team to our research and development cycles. DLH is changing the way we do business in the issues we do business and staying abreast of commercial best applications in our business. We will move from continued deterministic automation, which really just kind of drives some of our structured rule-based processes, like our SOX processes, where the system would just follow a script in some cases, to moving more into agentic reasoning, where these tools that are AI-based will reduce not only cost but materially increase the throughput by planning and executing multi-step tasks concurrently. Really, again, changing the way in which we are doing business. By advancing this modernization business model, we're not just enhancing productivity and defending our margins, we are also creating a far more scalable operation to accelerate the phase-in and the execution of new organic growth. In the next slide five, we're addressing how some of the recent congressional budget appropriations and activities have given our customers greater funding visibility that should lead to more timely solicitations for us to bid, win, and enjoy that organic growth. Thank you. Next slide. Well, before we leave that one, I want to indicate that there's a couple significant things you'll see here. While the commitment to the defense and intelligence is reflected on here from both Congress and the President's budget submission, it remains consistent. It's the federal health side of our pipeline, both our footprint for our current business and our new business pipeline, that has had the most material impact. Right? As you can see here, from 2025 through the President's budget submission, that's where you see the PBR in the middle, there's pretty major and material reduction in budget commitments to the National Institutes of Health and the Centers for Disease Control, two very material parts of our current and future business. On the right side of that equation, you can see how with the FY 2026 Congressional approved budget and appropriations, we've moved to a greater position of stability for those customers, allowing our customers to have visibility to our budget, and we think thus be able to now start to really fund our current contracts at appropriate levels, and more importantly, issue the solicitations key to our organic growth. Next slide. As I indicated that. Yeah. We've covered this one in a couple of areas during our last earnings call, but I want to draw your attention to two key areas. We touched on the fact that the acquisition means were changing from the government. That meant that what were traditional classic RFPs, that was Request for Proposals, that would take 18, 24 months for government development and then usually six months to a year before they award from the proposal phase. The government's looking at really moving into faster, quicker ways of buying business. The Secretary of Defense has initiated many future initiatives to really lean into commercial practices to secure and procure services and solutions, much like ourselves. We're seeing those come in a variety of forms. We are well-positioned to participate in those. Not only do we have the multiple award IDIQ contract vehicles, but we are also in partnerships with those consortiums and those agencies that are developing those new innovative type approaches. We think it's going to change the character of some of the awards. Some of them will start with a pilot type program. You can think of a $100 million program being awarded initially at $5 billion to $10 billion, and then subsequently, once you have proof of concept for your solutions, then you move into those larger contracts. We'll be giving more color on those things downstream. The fact that we are still one of the few publicly traded, which means very fully, completely transparent disclosures, and mid-tier, which means we still have the speed and agility of the smaller companies without the bureaucracy of some of the tier one companies, continues to put us in what we think a great position, as long as we continue to leverage the tools as I described on the previous slide. Next slide. As we look at our pipeline, with that budget uncertainty and the actions taken during, largely as you may recall, the DOGE period, we have essentially retained a material amount of what we had forecasted from the FY 2025 Q1 earnings presentation. You may remember up in the upper left slide, we gave you some color as to what we called our new business roadmap. There were 17 items out of our qualified opportunities in that pipeline. As a result of the government agencies looking, focusing more inwardly with DOGE cuts and budget instability, a lot of those things, of course, denied us the opportunity to compete during FY 2025. With the previous slide, with the budget bounce back that we've seen now, we're really anticipating seeing more of those that still remain in our pipeline for organic growth that's going to really fuel as we exit 2026 and enter 2027 with what we had originally hoped would have been FY 2025. Mind you, during that time period, we were not being idle, much like I described for you the AI implementation. We were really doubling down, building not only the customer intimacy that's needed to accelerate and advance our win probabilities, but more importantly, our tools to be able to differentiate from those complex programs. We'll have more color here. This slide does show you that we still have very material opportunities that are set to be potentially awarded during this fiscal year. They have slipped largely to the right. For those where we have yet to receive a request for proposal, but the government's given a strong indication that they'll be out within a month or two. We can see some Q4 awards taking place from both our defense and intel business as well as the federal health market. For those things that we'll be holding or receiving RFPs, I think in Q3 and Q4, we're really showing those as largely awards and bookings in the early phases of FY 2027. Now, as I indicated with the acquisition changes down there on the bottom side, a lot of these now we're thinking are going to be some quick turn opportunities. In this environment for OTAs, which is Other Transaction Authorities, and CSOs, which are commercial- Solutions Commercial Solutions Openings. CSOs. These agencies are telling us, "Here's a couple of weeks to take a look at what we're conceptualizing and thinking we're going to ask you to give us a solution approach." Short order, we'll down select from that phase, and then go into an award to give a proof of concept that will lead to a multi-year contract. We've got two or three of those that are in the hopper for us right now that we're doing, and we've also been engaged for several months for a couple of others in the federal health space. We are starting to see some of those where the low-hanging fruit might deliver as well on some of the smaller programs. Next slide. That'll wrap the management presentation portion. We'll open to any questions or comments on any of that before we move to the final phase of today's meeting. All right. If there are no questions or comments, we will now entertain questions concerning the general business of the company. First, we'll take questions from the floor and then respond to any questions from the annual meeting website. Any questions from the floor here? [audio distortion] Yeah, great question. First of all, on the generative side, especially referring to the LLMs or the Large Language Models, we do both, right? We've created our own little enclave-type environment because what's very important for us, especially on the whole little proprietary sensitive information, we want to make sure that our work is not going out in a ChatGPT space where, again, it becomes generically accessible to others. We will leverage some of those tools across our business in ways that, again, we're sensitive and that we will accommodate those risks. We do both, right? On the agentic side, using the LangChain, the different tools, people developing those with the available tools out there, not wedded to LangChain, but others as well, those algorithms ourselves, who knows. Any other questions? How many consultants do you use to complete a task? They're not all direct employees, right? Overwhelming majority are employees nowadays, right? We used to use, like in Head Start, or some of the site inspections, et cetera, we used to use more consultants or 1099s. We started to move away from a number of those a couple of years ago, and I'd say everything that we're developing, that you hear about today, is organically developed in-house. Maybe an occasional exception here or there. We do leverage some high-powered consultants over things that are helping to represent us sometimes up on the Hill or something of that nature. All of the developmental activity, it was important for us to make sure that since we've got very proprietary, sensitive information, that we do so with employees that have signed off for protection of our intellectual property. We've leveraged that side of the house from Becker and Poliakoff to help us orchestrate and train our folks to make sure that moving from consultants, moving to operating on DLH devices and things of that nature are protected. Thank you. Can you speak to some of the hiring on the West Coast, as related to particular contracts? Yeah, it's twofold. Great question. The question was, is the hiring on the West Coast tied to particular contracts? Part of the hiring is for some existing work that was awarded to us by agencies on the Atlantic. We have an initiative with some very strategic new business opportunities, where we're going to leverage some of our most recent wins in the defense and intelligence business, along with some of the investments we've made on the digital transformation side, to help us grow organically on the West Coast. Most of that is in the San Diego corridor, associated with both our public health and scientific research initiatives and some of our command and control organic growth. Any others? Just curious, how many contracts do you have that are more than $10 million? $10 million or more. How that works out. Mm-hmm. That would be $10 million or more annually, you're saying? Yeah. Yeah. Probably about a dozen. As you may have noticed. Have we announced anything on NIH yet, the extensions? We have not. Yeah. Not quite yet. Is that a wink coming with that one? It's fair to say that is an indication of a trend in the government that, as they're thinking through and dealing with their own shortages in resources. In some cases, they are opting to provide extensions beyond periods of performance on key contracts. We do have a couple of key ones we're looking to publicize quickly or in the short run, I should say. Not quickly, but in the short run, that we've gotten that kind of clarity on, of a longer than usual. The typical government extension period is a six-month extension at the end of period of performance. This is going well beyond that, giving us greater near-term revenue visibility, which is important. We'll be signaling that or communicating that in the short run. I'm sorry about that. Thank you. Yeah. Good question. All right. Yes. Any more questions? There are no questions in the online queue. Okay. All right. With there being no further questions on the online queue, let's see. There appears to be no other business to address that's come before the meeting. We will now move to adjourn the meeting. A motion to adjourn is in order. I move the meeting be adjourned. I second the motion. Moved and seconded that the meeting be adjourned. Say aye. Aye. Aye. All opposed, say nay. This concludes the business for the meeting. I now declare DLH 2026 annual meeting of shareholders adjourned. Thank you all for attending today's meeting. We're at