v3.26.1
Stock-Based Compensation and Equity Grants
 9 Months Ended
Jun. 30, 2026
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation and Equity Grants Stock-Based Compensation and Equity Grants
Stock-based compensation expense
 
Options issued under equity incentive plans were designated as either an incentive stock or a non-statutory stock option. No option was granted with a term of more than 10 years from the date of grant. Exercisability of option awards may depend on achievement of certain performance measures determined by the Compensation Committee of our Board. Shares issued upon option exercise are newly issued shares. As of June 30, 2026, there were 1.2 million shares available for grant under the 2025 Plan.

Stock-based compensation expense shown in the table below, is recorded in general and administrative expenses in our consolidated statements of operations as follows (in thousands):

Three Months EndedNine Months Ended
June 30,June 30,
2026202520262025
DLH employees (a)$(316)$405 $755 $821 
Non-employee directors
97 155 290 464 
Total stock compensation expense
$(219)$560 $1,045 $1,285 

(a) Included in this amount are equity grants of restricted stock units ("RSU") to Executive Officers, which were issued in accordance with the DLH long-term incentive compensation policy in this fiscal year, and stock option grants to employees during prior fiscal years. The RSUs issued and outstanding totaled 569,356 and 697,384 shares at June 30, 2026 and 2025, respectively. During the nine months ended June 30, 2026 and 2025, the Company granted 550,855 and 312,906 shares of restricted stock units, respectively. Of the RSUs granted during the nine months ended June 30, 2026, 380,338 shares have performance and market based vesting criteria and the remaining 170,517 shares have service-based vesting criteria. Of the 170,517 service-based RSUs granted during the nine months ended June 30, 2026, 123,809 restricted stock units were granted during three months ended June 30, 2026. Of the RSUs granted during the nine months ended June 30, 2025, 156,453 shares have performance and market based vesting criteria and the remaining 156,453 shares have service-based vesting criteria.
The RSUs granted were valued using the Monte Carlo Method, and will be amortized over the 3-year measurement period.
Volatility
50%
Grant Date
Vesting Base
 Vesting Criteria
(Years)Fair Value
December 17, 2025RevenueRevenue increase at the end of the performance period as compared to the year ended September 30, 20283$1.38 
December 17, 2025Stock price
Stock price is at least $12.62 per share average for the 30 days prior to the end of the performance period
3$1.74 
December 20, 2024RevenueRevenue increase at the end of the performance period as compared to the year ended September 30, 20273$0.65 
December 20, 2024Stock price
Stock price is at least $23.04 per share average for the 30 days prior to the end of the performance period
3$1.67 
Notes:
Results based on 100,000 simulations

(b) Equity grants of RSUs were made in accordance with DLH compensation policy for non-employee directors and a total of 67,615 and 61,525 restricted stock units were issued and outstanding at June 30, 2026 and 2025, respectively. These grants have service-based vesting criteria and vest at the end of this fiscal year.

Unrecognized stock-based compensation expense

Unrecognized stock-based compensation expense is presented in the table below (in thousands):
June 30,
 20262025
Unrecognized expense for DLH employees (a)$3,525 $4,003 
Unrecognized expense for non-employee directors97 155 
Total unrecognized expense$3,622 $4,158 

(a) On a weighted average basis, the unrecognized expense as of June 30, 2026 is expected to be recognized within the next 2.80 years.

Restricted stock unit activity for the nine months ended June 30, 2026:
  Performance Vesting
Service
Vesting
Total
Outstanding, September 30, 2025
232,461 232,460 464,921 
Granted
380,338 238,132 618,470 
Vested
— — — 
Cancelled(514,035)— (514,035)
Outstanding, June 30, 2026
98,764 470,592 569,356 

Stock option activity for the nine months ended June 30, 2026

The aggregate intrinsic value in the table below represents the total pretax intrinsic value (i.e., the difference between the Company’s closing stock price on the last trading day of the period and the exercise price, times the number of shares) that would have been received by the option holders had all option holders exercised their in the money options on those dates. This amount will change based on the fair market value of the Company’s stock. A summary of the Company's stock option awards is as follows:
(in years)
Weighted
WeightedAverage(in thousands)
(in thousands)AverageRemainingAggregate
Number ofExerciseContractualIntrinsic
SharesPriceTermValue
Options outstanding, September 30, 2025
937 $9.65 5.6$10 
Granted250 5.86 5.2— 
Exercised
— — — — 
Cancelled(92)10.57 — — 
Options outstanding, June 30, 2026
1,095 $8.70 6.1$— 
Vested and exercisable, June 30, 2026
810 $9.48 4.7$— 

Stock option shares outstanding, vested and unvested balance as follows (in thousands):
June 30,September 30,
20262025
Vested and exercisable810 902 
Unvested (a)285 35 
Options outstanding1,095 937 
(a) Certain awards vest upon satisfaction of certain performance criteria.