What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-30 compared with 2025-03-27 · 209 added, 304 removed, 146 unchanged (78% of the section changed)

6 unchanged sentences

Consolidated Balance Sheets - December 31, 2025 and 2024 13

Consolidated Statements of Operations - Years ended December 31,

2024 and 2023

Consolidated Statements of Operations - Years ended December 31, 2025 and 2024

Consolidated Statements of Comprehensive Loss – Years ended December 31, 2025 and 2024 15

Consolidated Statements of Changes in Stockholders’ Equity –

Years ended December 31, 2024 and 2023

Consolidated Statements of Cash Flows - Years ended December

31, 2024 and 2023 16

Consolidated Statements of Changes in Stockholders’ Equity – Years ended December 31, 2025 and 2024

Consolidated Statements of Cash Flows - Years ended December 31, 2025 and 2024 17

Notes to Consolidated Financial Statements 18

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

1 unchanged sentence

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Wright

Investors' Service Holdings, Inc.

(the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements

of operations, comprehensive loss, changes in stockholders’ equity, and cash flows for each of the years then ended, and the related

notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in

all material respects, the consolidated financial position of the Company as of December 31, 2024 and 2023, and the consolidated results

of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in

the United States of America.

We have audited the accompanying consolidated balance sheets of Wright Investors' Service Holdings, Inc.

(the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and the consolidated results of their operations and their cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company has incurred recurring operating losses and negative cash flows from operating activities that raise substantial doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from

the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,

subjective, or complex judgments.

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

We have served as the Company’s auditor

We have served as the Company’s auditor since 2004.

EISNERAMPER LLP

Fort Lauderdale, Florida

Coral Gables, Florida

March 30, 2026

4 unchanged sentences

Cash and cash equivalents $ 33 $ 1,440

Investments 1,267 914

Prepaid expenses and other current assets 78 84

Total current assets 1,378 2,438

Other assets 8 8

Total assets $ 1,386 $ 2,446

Liabilities and stockholders’ equity

5 unchanged sentences

Stockholders’ equity

Preferred stock, par value $ 0.01 per share, authorized

10,000,000 shares;

Common stock, par value $ 0.01 per share, authorized

30,000,000 shares;

Preferred stock, par value $ 0.01 per share, authorized 10,000,000 shares;

Common stock, par value $ 0.01 per share, authorized 30,000,000 shares;

issued 21,628,680 as of December 31, 2025 and 2024;

2 unchanged sentences

Accumulated deficit ( 31,554 ) ( 30,530 )

Accumulated other comprehensive income

Treasury stock, at cost ( 1,007,969 shares at December 31, 2025 and 2024) ( 1,747 ) ( 1,747 )

11 unchanged sentences

Interest and other income, net 72 159

Net loss $ ( 1,024 ) $ ( 920 )

Basic and diluted weighted average common shares outstanding 20,620,711 20,620,711

5 unchanged sentences

Years Ended December 31,

Other comprehensive (loss) income:

Net loss $ ( 1,024 ) $ ( 920 )

Other comprehensive loss

Unrealized holding gain on available for sale securities - 23

Reclassification adjustment for gains realized in net loss - ( 63 )

Total other comprehensive (loss) income

Total other comprehensive loss - ( 40 )

Comprehensive loss $ ( 1,024 ) $ ( 960 )

7 unchanged sentences

Balance at December 31, 2023 21,628,680 $ 216 $ 34,392 $ ( 29,610 ) $ 40 $ ( 1,747 ) $ 3,291

Other comprehensive income

Stock based compensation expense to directors

Balance at December 31, 2023

Net loss - - - ( 920 ) - - ( 920 )

Other comprehensive loss - - - - ( 40 ) - ( 40 )

Balance at December 31, 2024 21,628,680 $ 216 $ 34,392 $ ( 30,530 ) $ - $ ( 1,747 ) $ 2,331

Net loss - - - ( 1,024 ) - - ( 1,024 )

Balance at December 31, 2025 21,628,680 $ 216 $ 34,392 $ ( 31,554 ) $ - $ ( 1,747 ) $ 1,307

See accompanying notes to consolidated financial

4 unchanged sentences

Cash flows from operating activities

Net loss $ ( 1,024 ) $ ( 920 )

Adjustments to reconcile net loss to net cash used in operating activities:

1 unchanged sentence

Changes in other operating items:

Income tax receivable

Prepaid expenses and other current assets 6 13

1 unchanged sentence

Net cash used in operating activities ( 1,054 ) ( 938 )

Cash flows from investing

Cash flows from investing activities

Proceeds from redemptions of investments 248 4,257

Purchase of investments ( 601 ) ( 2,004 )

Net cash provided by investing activities

Net increase in cash and cash equivalents

Net cash (used in) provided by investing activities ( 353 ) 2,253

Net (decrease) increase in cash and cash equivalents ( 1,407 ) 1,315

Cash and cash equivalents at the beginning of the year 1,440 125

1 unchanged sentence

Supplemental disclosures of cash flow information

Net cash refunded during the year for income taxes

Unrealized (loss) gain on available for sale securities

Unrealized loss on available for sale securities $ - $ ( 40 )

See accompanying notes to consolidated financial

4 unchanged sentences

Wright Investors’ Service Holdings, Inc.

(the “Company”)

has nominal operations and nominal assets aside from its cash and cash equivalents and investments in U.S.

Treasury Bills and mutual funds,

and is therefore considered a shell company, as defined in U.S.

(the “Company”) has nominal operations and nominal assets aside from its cash and cash equivalents and investments in money market mutual funds, and is therefore considered a shell company, as defined in U.S.

securities laws and regulations.

The Company is not engaged in the business

of investing, reinvesting, or trading in securities, and it does not hold itself out as being engaged in those activities.

The Company intends to

evaluate and explore all available strategic options.

The Company is not engaged in the business of investing, reinvesting, or trading in securities, and it does not hold itself out as being engaged in those activities.

The Company intends to evaluate and explore all available strategic options.

The Company will continue to work to maximize stockholder value.

Such strategic

options may include acquisition of an investment advisory business, acquisition of a financial services business, creating partnerships

or joint ventures for those or other businesses and investing in other businesses that provide attractive opportunities for growth.

directors will also consider alternatives for distributing some or all of the Company’s cash and cash equivalents, and investments.

Until such time as a decision is made as to how the liquid assets of the Company are so deployed, the Company intends to invest its liquid

assets in high-grade, short- term investments (such as cash and cash equivalents and investments in U.S.

Treasury Bills and mutual funds)

consistent with the preservation of principal, maintenance of liquidity and avoidance of speculation.

The Company may be classified

as an inadvertent investment company if the Company acquires investment securities in excess of 40% of its total assets (exclusive of

government securities, and cash and certain cash equivalents).

As of December 31, 2024, the Company is not considered an inadvertent investment

Such strategic options may include acquisition of an investment advisory business, acquisition of a financial services business, creating partnerships or joint ventures for those or other businesses and investing in other businesses that provide attractive opportunities for growth.

The directors will also consider alternatives for distributing some or all of the Company’s cash and cash equivalents, and investments to stockholders.

Until such time as a decision is made as to how the liquid assets of the Company are so deployed, the Company intends to invest its liquid assets in high-grade, short- term investments (such as cash and cash equivalents and investments in money market mutual funds) consistent with the preservation of principal, maintenance of liquidity and avoidance of speculation.

The Company may be classified as an inadvertent investment company if the Company acquires investment securities in excess of 40% of its total assets (exclusive of government securities, and cash and certain cash equivalents).

As of December 31, 2025, the Company is not considered an inadvertent investment company.

The Company is not engaged in the business of investing, reinvesting, or trading in securities, and it does not hold itself out as being engaged in those activities.

However, under the Investment Company Act of 1940, as amended (the “Investment Company Act”), a company may fall within the scope of being an “inadvertent investment company” under section 3(a)(1)(C) of such Act if the value of the Company’s investment securities (as defined in the Investment Company Act) is more than 40% of the Company’s total assets (exclusive of government securities, and cash and certain cash equivalents).

The investment Company Act of 1940 Rule 3a-2 provides a one-year safe harbor from the definition of “investment company” under Section 3(a)(1) for issuers that are temporarily engaged in investing, reinvesting, owning, holding, or trading in securities while they transition to an operating business.

The Company is relying on Rule 3a-2 under the Investment Company Act of 1940, which provides a one-year safe harbor from being deemed an “investment company” for issuers that have a bona fide intent to be engaged primarily in a non-investment business as soon as reasonably possible.

Going Concern

The accompanying financial statements have been prepared on a basis which assumes that the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business.

The Company has suffered recurring losses from operations and negative cash flows from operating activities.

At December 31, 2025, the Company had working capital of approximately $ 1,299,000 .

At December 31, 2025, the Company had an accumulated deficit of approximately $ 31,554 ,000.

The Company held cash and cash equivalents of approximately $ 33 ,000, and investments in money market mutual funds of $ 1,267 ,000, respectively, as of December 31, 2025.

The Company believes that its cash resources at December 31, 2025 may not meet its operating expenditure requirements through the first quarter of 2027.

These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company continues to face significant challenges and uncertainties and intends to evaluate and explore all available strategic options.

The Company will continue to work to maximize stockholder value, including a continued evaluation of possible business ventures deemed to provide attractive opportunities for growth.

The directors will also consider alternatives for distributing some or all of the Company’s cash and cash equivalents and investments.

Until such time as a decision is made as to how its liquid assets are so deployed, the Company intends to invest its liquid assets in high-grade, short-term investments consistent with the preservation of principal, maintenance of liquidity and avoidance of speculation.

During the period in which we are seeking to complete such a transaction, substantially all of our assets consist of cash, cash equivalents and/or short-term investments.

Summary of significant accounting policies

Principles of consolidation .

The consolidated financial statements include

the accounts of the Company and its wholly-owned subsidiaries, all of which are inactive.

All significant intercompany accounts and transactions

have been eliminated in consolidation.

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, all of which are inactive.

All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of estimates

The preparation of financial statements in conformity

with accounting principles generally accepted in the United States of America (“GAAP”), requires management to make estimates

and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the

date of the financial statements and the reported amounts of revenue and expenses during the reporting period.

Actual results

could differ from these estimates.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”), requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.

Actual results could differ from these estimates.

Cash and cash equivalents

Cash equivalents represent short-term, highly liquid investments, which

are readily convertible to cash and have maturities of three months or less at time of purchase.

Cash equivalents, which are

carried at fair value or amortized cost, as applicable, consist of holdings in U.S.

Treasury Bills and a money market fund.

Cash and cash

equivalents amounted to approximately $ 1,440,000 and $ 125,000 at December 31, 2024 and 2023, respectively.

Cash equivalents represent short-term, highly liquid investments, which are readily convertible to cash and have maturities of three months or less at time of purchase.

Cash equivalents do not include money market mutual funds which are classified as investments.

Cash and cash equivalents amounted to approximately $ 33 ,000 and $ 1,440 ,000 at December 31, 2025 and 2024, respectively.

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

2 unchanged sentences

Investment Valuation

The Company’s investments

in marketable securities consist of investments in debt securities which are U.S.

Treasury bills, and equity securities which are mutual

The Company’s investments in marketable securities consist of investments in equity securities which are money market mutual funds.

The Company carries its investments at fair value.

Fair value is an estimate of the exit price, representing the amount that would

be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (i.e., the exit price

at the measurement date).

Fair value is an estimate of the exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (i.e., the exit price at the measurement date).

Fair value measurements are not adjusted for transaction costs.

A fair value hierarchy provides for prioritizing

inputs to valuation techniques used to measure fair value into three levels:

Unadjusted quoted prices in active markets for identical assets or liabilities.

Inputs other than quoted market prices that are observable, either directly or indirectly, and reasonably available.

A fair value hierarchy provides for prioritizing inputs to valuation techniques used to measure fair value into three levels:

Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 Inputs other than quoted market prices that are observable, either directly or indirectly, and reasonably available.

Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the Company.

Unobservable inputs.

Level 3 Unobservable inputs.

Unobservable inputs reflect the assumptions that the Company develops based on available information about what market participants would use in valuing the asset or liability.

An asset or liability's level

within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

of observable inputs can vary and is affected by a variety of factors.

The Company uses judgment in determining fair value of assets and

liabilities and Level 3 assets and liabilities involve greater judgment than Level 1 or Level 2 assets or liabilities.

As of December 31, 2024 and December 31,

2023, the Company held investments in equity securities which consist of mutual funds of $ 914,000 and $ 735,000 , respectively.

As of December

31, 2023, the Company held investments in U.S.

government debt securities of $ 2,409,000 .

government securities are valued using a

model that incorporates market observable data, such as reported sales of similar securities, broker quotes, yields, bids, offers, and

reference data.

Certain securities are valued principally using dealer quotations.

Mutual funds and money market funds are valued at the

closing price reported by the fund sponsor from an actively traded exchange.

government securities are categorized in Level 2 of

the fair value hierarchy, depending on the inputs used and market activity levels for specific securities.

Mutual funds are categorized

in Level 1 of the fair value hierarchy, depending on the unadjusted quoted prices in active markets for identical assets.

debt securities, which have maturities of three months or less at time of purchase, are reported as

Cash and cash equivalents, and those with longer maturities are reported as investments, on the Consolidated Balance Sheets as of December

31, 2024 and 2023.

Short-term investments in marketable

debt securities have a stated maturity of twelve months or less from the balance sheet date.

These securities are considered as available-for-sale

and are reported at fair value.

For debt securities, unrealized gains and losses are recorded net of tax as a component of Accumulated

other comprehensive income within stockholders' equity.

Credit losses related to available-for-sale debt securities are recorded through

an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities.

Realized gains and losses

are calculated based on the specific identification method and are included in Interest and other income, net, in the Consolidated

Statements of Operations.

The Company follows the guidance

in ASC 321, “Investments – Equity Securities” (“ASC 321”) for its investments in equity securities with

unrealized and realized gains and losses recorded as Interest and other income, net, on the Consolidated Statement of Operations.

The following table presents the

Company’s financial instruments measured at fair value (in thousands):

An asset or liability's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

Availability of observable inputs can vary and is affected by a variety of factors.

The Company uses judgment in determining fair value of assets and liabilities and Level 3 assets and liabilities involve greater judgment than Level 1 or Level 2 assets or liabilities.

As of December 31, 2025 and December 31, 2024, the Company held investments in equity securities which consist of a money market mutual fund of $ 1,267 ,000 and $ 914 ,000, respectively.

Money market mutual funds are valued at the closing price reported by the fund sponsor from an actively traded exchange.

Money market mutual funds are categorized in Level 1 of the fair value hierarchy, depending on the unadjusted quoted prices in active markets for identical assets.

The Company follows the guidance in ASC 321, “Investments – Equity Securities” (“ASC 321”) for its investments in equity securities with unrealized and realized gains and losses recorded as Interest and other income, net, on the Consolidated Statements of Operations.

The following table presents the Company’s financial instruments measured at fair value (in thousands):

Fair Value Measurements

as of December 31, 2025

Quoted Prices

Investments in Mutual Funds

Total Quoted Prices

(Level 1) Significant

(Level 2) Significant

Investments in Money Market Mutual Funds $ 1,267 $ 1,267 $ - $ -

Fair Value Measurements

as of December 31, 2024

Quoted Prices

Investments in U.S.

Treasury bills

Investments in Mutual Funds

Total Quoted Prices

(Level 1) Significant

(Level 2) Significant

Investments in Money Market Mutual Funds $ 914 $ 914 $ - $ -

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

1 unchanged sentence

December 31, 2025

in equity securities as of December 31, 2024 are summarized by type below (in thousands).

in debt and equity securities as of December 31, 2023 are summarized by type below (in thousands).

Treasury bills

Company may be exposed to credit losses through its available-for-sale investments.

An available-for-sale security is impaired when

its fair value declines below its amortized cost basis.

Unrealized losses resulting from the amortized cost basis of any available-for-sale

debt security exceeding its fair value are evaluated for identification of credit losses.

When evaluating the investments for impairment

at each reporting period, the Company reviews factors such as the extent of the unrealized loss, historical losses, current and future

economic market conditions, and financial condition of the issuer.

As of December 31, 2024, the Company has not recognized an allowance

for expected credit losses related to its available-for-sale securities as the Company has not identified any unrealized losses for these

investments attributable to credit factors.

Investments in equity securities as of December 31, 2025 and 2024 are summarized by type below (in thousands).

Money Market Mutual Funds $ 1,267 - - $ 1,267

Total $ 1,267 $ - $ - $ 1,267

Cost / Cost Gross

Money Market Mutual Funds $ 914 - - $ 914

Total $ 914 $ - $ - $ 914

Investment in undeveloped land

The Company owns certain non-strategic assets,

including an investment in land and certain flowage rights in undeveloped property (the “properties”) primarily located Killingly,

The Company owns certain non-strategic assets, including an investment in land and certain flowage rights in undeveloped property (the “properties”) primarily located Killingly, Connecticut.

The properties were fully impaired as of December 31, 2018.

Per share data

Loss per share for the year ended December

31, 2024 and 2023, respectively, is calculated based on 20,620,711 weighted average outstanding shares of common stock.

Deferred tax assets and liabilities are recognized

for the estimated future tax consequences attributable to carryforwards and to differences between the financial statement carrying amounts

of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax

rates in effect for the year in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax

assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The accounting for uncertain tax positions guidance

requires that the Company recognize the financial statement benefit of a tax position only after determining that the Company would more

likely than not sustain the position following an audit.

For tax positions meeting the more-likely-than-not threshold, the amount recognized

in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement

with the relevant tax authority.

The Company recognizes interest and penalties on income taxes, including those related to uncertain tax

positions as interest and other expenses, respectively.

Loss per share for the year ended December 31, 2025 and 2024, respectively, is calculated based on 20,620,711 weighted average outstanding shares of common stock.

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to carryforwards and to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The accounting for uncertain tax positions guidance requires that the Company recognize the financial statement benefit of a tax position only after determining that the Company would more likely than not sustain the position following an audit.

For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.

The Company recognizes interest and penalties on income taxes, including those related to uncertain tax positions as interest and other expenses.

The Company had no income tax uncertainties at December 31, 2025 and 2024.

Concentrations of credit risk

Financial instruments that potentially subject the Company to significant

concentrations of credit risk consist principally of cash and investments.

Investments in cash and money market funds are insured up to

$ 250,000 per depositor, per insured bank.

Investments in U.S.

Treasury Bills and mutual funds are insured up to $ 500,000 .

For the years

ended December 31, 2024 and 2023, a substantial portion of the Company’s investments in cash, and U.S.

Treasury Bills and mutual

funds are in excess of these limits.

Effective January 1, 2025, the Company adopted ASU 2023-09, Improvements to Income Tax Disclosures, which expanded income tax disclosure requirements, including disaggregation of pretax income (loss) and income tax expense (benefit) by jurisdiction and disclosure of income taxes paid (net of refunds received).

The Company adopted the standard on January 1, 2025 on a retrospective basis.

Accordingly, the tax rate reconciliation and income taxes paid disclosures for the year ended December 31, 2024 has been recast to conform to the current year’s presentation.

The adoption affected disclosures only and did not impact the Company’s consolidated financial position, results of operations, or cash flows.

In July 2025, the One Big Beautiful Bill Act (Public Law 119-21) was enacted.

The Company recognized the income tax effects of the legislation in the period of enactment in accordance with ASC 740.

The legislation did not have a material impact on the Company’s consolidated financial statements for the year ended December 31, 2025.

The Company will continue to evaluate the impact of the legislation on future periods.

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

1 unchanged sentence

December 31, 2025

Concentrations of credit risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and investments.

Cash holdings and investments in money market mutual funds are insured up to $ 250,000 per depositor, per insured bank.

For the years ended December 31, 2025 and 2024, a substantial portion of the Company’s investments in cash and money market mutual funds are in excess of these limits.

Segment Disclosure

The Company's operations are reported within

one reportable segment and constitutes the Company and its wholly-owned subsidiaries, all of which are inactive, which are reported

in the consolidated financial statements.

The Company currently has no or nominal operations, no revenues from operations and is

considered a shell company, as defined in the U.S.

The Company's operations are reported within one reportable segment and constitutes the Company and its wholly-owned subsidiaries, all of which are inactive, which are reported in the consolidated financial statements.

The Company currently has no or nominal operations, no revenues from operations and is considered a shell company, as defined in the U.S.

securities laws and regulations.

The Company's chief operating decision maker (“CODM”) is

the Chief Executive Officer.

The CODM evaluates the results and performance of the reporting segment and decides how to allocate resources

based on consolidated net loss which is reported on the Consolidated Statements of Operations.

Additionally, the measure of segment assets

is reported on the Consolidated Balance Sheets as total assets.

The accounting policies for the reportable segment are the same as

those described above in the summary of significant accounting policies.

The expenses and net loss for the one reportable segment are

the same as those presented on the Consolidated Statements of Operations.

Significant expense categories, including compensation and benefits,

other operating expenses, and interest and other income, net are included on the Company's Consolidated Statements of Operations.

The Company's chief operating decision maker (“CODM”) is the Chief Executive Officer .

The CODM evaluates the results and performance of the reporting segment and decides how to allocate resources based on consolidated net loss which is reported on the Consolidated Statements of Operations.

Additionally, the measure of segment assets is reported on the Consolidated Balance Sheets as total assets.

The accounting policies for the reportable segment are the same as those described above in the summary of significant accounting policies.

The expenses and net loss for the one reportable segment are the same as those presented on the Consolidated Statements of Operations.

Significant expense categories, including compensation and benefits, other operating expenses, and interest and other income, net are included on the Company's Consolidated Statements of Operations.

New accounting standard

In November 2023, the Financial Accounting Standards

Board (“FASB”) issued guidance that expands segment disclosures for public entities, including requiring disclosure of significant

segment expenses that are regularly provided to the chief operating decision maker (“CODM”), the title and position of the

CODM and an explanation of how the CODM uses reported measures of segment profit or loss in assessing segment performance and allocating

The new guidance also expands disclosures about a reportable segment’s profit or loss and assets in interim periods and

clarifies that a public entity may report additional measures of segment profit if the CODM uses more than one measure of a segment’s

profit or loss.

The Company adopted the standard on effective for its annual report for the year ended December 31, 2024 with no impact

on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income

Tax Disclosures, which requires disaggregated information about our effective tax rate reconciliation as well as information on income

The guidance will first be effective in our annual disclosures for the year ending December 31, 2025, and should be applied

on a prospective basis with the option to apply retrospectively.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Improvements to Income Tax Disclosures, which requires entities to disclose disaggregated information about their effective tax rate reconciliations as well as expanded information on income taxes by jurisdiction.

The standard is effective for fiscal years beginning after December 15, 2024, on a prospective basis.

The Company discloses its income tax rate reconciliation in its annual consolidated financial statements only and the adoption, effective January 1, 2025, did not have a material impact on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement Reporting-Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

The standard update improves the disclosures about a public business entity’s expenses by requiring more detailed information about the types of expenses (including compensation and benefits and other operating expenses) included within income statement expense captions.

The guidance will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is in the process of assessing

the impact of ASU 2023-09 on our disclosures.

The standard will be applied on a prospective basis, with retrospective application permitted.

The Company is currently evaluating the impact of adoption of the standard on its financial statement disclosures.

Accounts payable and accrued expenses

Accounts payable and accrued expenses consist

of the following (in thousands):

Accounts payable and accrued expenses consist of the following (in thousands):

Year Ended December 31,

Accrued professional fees $ 34 $ 15

For the years ended December 31, 2024 and 2023,

the Company recorded no income tax expense.

The difference between the benefit for income

taxes computed at the statutory rate and the reported amount of tax benefit from operations is as follows:

Total $ 79 $ 115

For the years ended December 31, 2025 and 2024, the Company recorded no income tax expense.

ASU 2023-09 requires disaggregation of pretax income (loss), income tax expense (benefit), and income taxes paid by jurisdiction.

The Company has no foreign operations;

accordingly, all pretax income (loss) is domestic (United States).

The following table shows the components of loss before income taxes and the related current tax provision benefits (in thousands):

Year ended December 31,

Federal income tax rate

State income tax (net of federal effect)

Change in valuation allowance

Deferred tax adjustment

Non-deductible expenses / (non-taxable income)

Effective tax rate

Loss before income taxes

operations $ ( 1,024 ) $ ( 920 )

Income tax expense

U.S federal - -

Total income tax expense $ - $ -

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

1 unchanged sentence

December 31, 2025

The deferred tax assets and liabilities are summarized as follows (in

For the years ended December 31, 2025 and 2024 there were no income taxes paid.

As no income taxes were paid, disaggregation by U.S.

federal, state, or foreign jurisdictions was not applicable for the period presented.

The following table provides a reconciliation of the U.S.

statutory federal income tax rate to the Company’s effective income tax rate for the years ended December 31, 2025 and 2024 (in thousands):

Year ended December 31,

federal statutory income tax $ ( 215 ) 21.0 % $ ( 193 ) 21.0 %

Change in U.S.

federal valuation allowance 210 ( 20.5 )% 180 ( 19.6 )%

Nontaxable or nondeductible items:

Meals and entertainment 5 ( 0.5 )% 12 ( 1.3 )%

Other adjustments:

Deferred tax asset adjustments - 0.0 % 1 ( 0.1 )%

Income tax expense - 0.0 % - 0.0 %

Deferred income taxes reflect the tax effects of the differences between the amounts recorded as assets and liabilities for financial statement purposes and the comparable amounts recorded for income tax purposes.

The following table depicts the significant components of the deferred tax assets (liabilities) (in thousands):

December 31, 2025 December 31, 2024

Deferred tax assets:

5 unchanged sentences

Net deferred tax assets $ - -

A valuation allowance is provided when it is more likely than not that

some portion of deferred tax assets will not be realized.

The valuation allowance increased by approximately $ 235,000 and had decreased

by approximately $ 366,000 during the years ended December 31, 2024 and 2023, respectively.

The increase in the valuation allowance

during the year ended December 31, 2024 was mainly due to increases in the net operating loss carryforward.

The decrease in the valuation

allowance during the year ended December 31, 2023 was mainly attributable to decreases in the gross deferred tax asset related to the

expiration of a capital loss carryforward, net of increases in the net operating loss carryforward.

The Company files a consolidated

federal tax return with its subsidiaries.

As of December 31, 2024, the Company has a federal net operating loss carryforward of approximately

$ 24,334,000 , of which $ 15,177,000 expires from 2031 through 2037 , and $ 9,157,000 does not expire.

also has various state and local net operating loss carryforwards totaling approximately $ 8,179,000 , which expire between 2025 and 2045 .

The Company’s capital loss carryforward of approximately $ 2,371,000 expired during 2023.

Capital Stock

The Company’s Board of Directors, without

any vote or action by the holders of common stock, is authorized to issue preferred stock from time to time in one or more series and

to determine the number of shares and to fix the powers, designations, preferences and relative, participating, optional or other special

rights of any series of preferred stock.

The Board of Directors authorized the Company

to repurchase up to 5,000,000 outstanding shares of common stock from time to time either in open market or privately negotiated

transactions.

The Company did not repurchase any common stock during the year ended December 31, 2024 and December 31, 2023.

31, 2024 and 2023, the Company had repurchased an aggregate of 2,234,721 shares of its common stock and a total of 2,765,279 remained

available for repurchase at December 31, 2024 and 2023.

On March 9, 2023, there were 285,000 shares

of Company common stock issued to the independent directors of the Company, for payment of quarterly directors’ fees due to them

for services in 2022, which were classified as issuable at December 31, 2022.

The equity compensation awards were issued pursuant

to the exemption from the registration requirements of Section 5 of the Securities Act of 1933 (“1933 Act”) provided by Section

4(a)(2) of the 1933 Act.

In March 2023, the Company

amended its Directors’ Compensation Program for Directors who are not employees of the Company to provide that effective January

1, 2023 and as long as the Company remains a shell company (i) the issuance of any annual stock compensation for Directors serving as

a member of the Board or a committee of the Board shall be terminated, and (ii) the payment of any cash compensation for attendance in

person or by telephone of meetings of the Board or committees of the Board shall be terminated.

Incentive stock plans and stock-based compensation

Common stock options

The Company adopted a stock-based compensation

plan for employees and non-employee members of its Board of Directors in November 2003 (the “2003 Plan”), and the National

Patent Development Corporation 2007 Incentive Stock Plan in December 2007 (the “2007 NPDC Plan”).

The periods during

which additional awards may be granted under the plans have expired and no further awards may be granted under any of these plans after

December 20, 2017.

As a consequence, any equity compensation awards issued after that time will be on terms determined by the Board of

Directors or the Compensation Committee of the Board of Directors and pursuant to exemptions from the registration requirements of the

securities laws.

As of December 31, 2024 and 2023, all options

were vested and there were no outstanding options under the 2007 NPDC Plan.

There were no grants, forfeitures or exercises of options

during the years ended December 31,2024 and 2023.

The Company accounts for income taxes in accordance with ASC 740, Income Taxes.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial reporting and tax bases of existing assets and liabilities and for net operating loss carryforwards.

Deferred tax assets are reduced by a valuation allowance when, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

A valuation allowance is provided when it is more likely than not that some portion of deferred tax assets will not be realized.

The valuation allowance increased / (decreased) by approximately $ 198,000 during the year ended December 31, 2025, related to the U.S.

federal and New York State jurisdictions in the amounts of $ 210,000 and $( 12,000 ), respectively.

The valuation allowance increased by $ 224,000 during the year ended December 31, 2024, related to the U.S.

federal and New York State jurisdictions in the amounts of $ 180,000 and $ 44,000 , respectively.

The increases in the valuation allowance during the years ended December 31, 2025 and 2024 were mainly due to increases in the net operating loss carryforward.

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

1 unchanged sentence

December 31, 2025

The Company files a consolidated U.S.

federal tax return and a combined New York State tax return with its subsidiaries.

federal and New York State income tax purposes, the Company’s 2022 through 2025 tax years remain open for examination by the tax authorities under the normal statute of limitations.

As of December 31, 2025, the Company has a U.S.

federal net operating loss carryforward of approximately $ 25,335,000 , of which $ 15,177,000 expires from 2031 through 2037 , and $ 10,158,000 does not expire.

The Company also has a

New York State net operating loss carryforward totaling approximately $ 7,933,000 , which expires between 2026 and 2046 .

Approximately $ 1,249,000 of the New York State net operating loss carryforward expired in 2025.

Sections 382 and 383 of the Internal Revenue Code, and similar New York State regulations, contain provisions that may limit the net operating loss carryforwards available to be used to offset income in any given year upon the occurrence of certain events, including changes in the ownership interests of significant stakeholders.

In the event of a cumulative change in ownership in excess of 50 % over a three-year period, the amount of the net operating loss carryforwards that the Company may utilize in any one year may be limited.

The company follows guidance on accounting for uncertainty in income taxes which prescribes a minimum threshold a tax provision is required to meet before being recognized in the financial statements.

The Company does not have any liabilities as of December 31, 2025 and 2024 to account for potential income tax exposure.

The Company classifies interest expense related to unrecognized tax benefits as components of the income tax expense or benefit.

There were no interest and penalties recognized in the consolidated statements of operations.

Capital Stock

The Company’s Board of Directors, without any vote or action by the holders of common stock, is authorized to issue preferred stock from time to time in one or more series and to determine the number of shares and to fix the powers, designations, preferences and relative, participating, optional or other special rights of any series of preferred stock.

The Board of Directors authorized the Company to repurchase up to 5,000,000 outstanding shares of common stock from time to time either in open market or privately negotiated transactions.

The Company did not repurchase any common stock during the year ended December 31, 2025 and 2024.

At December 31, 2025 and 2024, the Company had repurchased an aggregate of 2,234,721 shares of its common stock and a total of 2,765,279 remained available for repurchase at December 31, 2025 and 2024.

Incentive stock plans and stock-based compensation

Common stock options

The Company adopted a stock-based compensation plan for employees and non-employee members of its Board of Directors in November 2003 (the “2003 Plan”), and the National Patent Development Corporation 2007 Incentive Stock Plan in December 2007 (the “2007 NPDC Plan”).

The periods during which additional awards may be granted under the plans have expired and no further awards may be granted under any of these plans after December 20, 2017.

As a consequence, any equity compensation awards issued after that time will be on terms determined by the Board of Directors or the Compensation Committee of the Board of Directors and pursuant to exemptions from the registration requirements of the securities laws.

As of December 31, 2025 and 2024, all options were vested and there were no outstanding options under the 2007 NPDC Plan.

There were no grants, forfeitures or exercises of options during the years ended December 31, 2025 and 2024.

Commitments, Contingencies, and Other

The Company has interests in land and certain flowage rights in undeveloped

property (the “properties”) primarily located in Killingly, Connecticut.

The Company has interests in land and certain flowage rights in undeveloped property (the “properties”) primarily located in Killingly, Connecticut.

The properties were fully impaired as of December 31, 2018.

In September 2014, the Connecticut Department

of Energy and Environmental Protection (“DEEP”) issued two Consent Orders requiring the investigation and repair of two

dams, Acme Pond Dam and Killingly Pond Dam, in which the Company and its subsidiaries have certain ownership interests.

Both matters have

been fully resolved.

In February 2020 and May 2020, DEEP issued to the Company Certificates of Compliance for the Consent Orders relating

to Acme Pond Dam and Killingly Pond Dam, respectively.

Changes in and Disagreements with Accountants on

Accounting and Financial Disclosure.

In September 2014, the Connecticut Department of Energy and Environmental Protection (“DEEP”) issued two Consent Orders requiring the investigation and repair of two dams, Acme Pond Dam and Killingly Pond Dam, in which the Company and its subsidiaries have certain ownership interests.

Both matters have been fully resolved.

In February 2020 and May 2020, DEEP issued to the Company Certificates of Compliance for the Consent Orders relating to Acme Pond Dam and Killingly Pond Dam, respectively.

Changes in and Disagreements with Accountants

on Accounting and Financial Disclosure.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data