Wright Investors Service Holdings, Inc. 10-Q

Item 1. Financial Statements. WRIGHT INVESTORS' SERVICE HOLDINGS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except per share amounts) March 31, December 31, 2026 2025 (unaudited) Assets Current assets Cash and cash equivalents $ 13 $ 33 Investments 1,076 1,267 Prepaid expenses and other current assets 49 78 Total current assets 1,138 1,378 Other assets 8 8 Total assets $ 1,146 $ 1,386 Liabilities and stockholders’ equity Current liabilities Accounts payable and accrued expenses $ 100 $ 79 Total current liabilities 100 79 Total liabilities 100 79 Stockholders’ equity Preferred stock, par value $ 0.01 per share, authorized 10,000,000 shares; none issued - - Common stock, par value $ 0.01 per share, authorized 30,000,000 shares; issued 21,628,680 as of March 31, 2026 and December 31, 2025; outstanding 20,620,711 at March 31, 2026 and December 31, 2025. 216 216 Additional paid-in capital 34,392 34,392 Accumulated deficit ( 31,815 ) ( 31,554 ) Treasury stock, at cost ( 1,007,969 shares at March 31, 2026 and December 31, 2025) ( 1,747 ) ( 1,747 ) Total stockholders' equity 1,046 1,307 Total liabilities and stockholders’ equity $ 1,146 $ 1,386 See accompanying notes to condensed consolidated financial statements. 1 Table of Contents WRIGHT INVESTORS' SERVICE HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (in thousands, except per share amounts) Three Months Ended March 31, 2026 2025 Expenses Compensation and benefits $ 122 $ 115 Other operating 149 172 Total operating expenses 271 287 Loss from operations ( 271 ) ( 287 ) Interest and other income, net 10 31 Net loss $ ( 261 ) $ ( 256 ) Basic and diluted weighted average common shares outstanding 20,620,711 20,620,711 Basic and diluted loss per share $ ( 0.01 ) $ ( 0.01 ) See accompanying notes to condensed consolidated financial statements. 2 Table of Contents WRIGHT INVESTORS' SERVICE HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (UNAUDITED) (in thousands, except per share data) Total Additional Treasury stock- Common stock (Issued) paid -in Accumulated stock, at Holders’ shares amount capital deficit cost equity Balance at December 31, 2024 21,628,680 $ 216 $ 34,392 $ ( 30,530 ) $ ( 1,747 ) $ 2,331 Net loss - - - ( 256 ) - ( 256 ) Balance at March 31, 2025 21,628,680 $ 216 $ 34,392 $ ( 30,786 ) $ ( 1,747 ) $ 2,075 Balance at December 31, 2025 21,628,680 $ 216 $ 34,392 $ ( 31,554 ) $ ( 1,747 ) $ 1,307 Net loss - - - ( 261 ) - ( 261 ) Balance at March 31, 2026 21,628,680 $ 216 $ 34,392 $ ( 31,815 ) $ ( 1,747 ) $ 1,046 See accompanying notes to condensed consolidated financial statements. 3 Table of Contents WRIGHT INVESTORS' SERVICE HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (in thousands) Three Months Ended March 31, 2026 2025 Cash flows from operating activities Net loss $ ( 261 ) $ ( 256 ) Adjustments to reconcile net loss to net cash used in operating activities: Realized gain on investments - ( 11 ) Changes in other operating items: Prepaid expenses and other current assets 29 28 Accounts payable and accrued expenses 21 ( 5 ) Net cash used in operating activities ( 211 ) ( 244 ) Cash flows from investing activities Proceeds from redemptions and sale of investments 201 35 Purchase of investments ( 10 ) ( 560 ) Net cash provided by (used in) by investing activities 191 ( 525 ) Net decrease in cash and cash equivalents ( 20 ) ( 769 ) Cash and cash equivalents at the beginning of the period 33 1,440 Cash and cash equivalents at the end of the period $ 13 $ 671 See accompanying notes to condensed consolidated financial statements. 4 Table of Contents WRIGHT INVESTORS’ SERVICE HOLDINGS, INC. Notes to Condensed Consolidated Financial Statements March 31, 2026 and 2025 (unaudited) 1. Basis of presentation and description of activities Basis of presentation The accompanying interim financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. The information and note disclosures normally included in complete financial statements have been condensed or omitted pursuant to such rules and regulations. The Condensed Consolidated Balance Sheet as of December 31, 2025 has been derived from audited financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2025 as presented in our Annual Report on Form 10-K. In the opinion of management, this interim information includes all material adjustments, which are of a normal and recurring nature, necessary for a fair presentation. The results for the 2026 interim period are not necessarily indicative of results to be expected for the entire year. Description of activities Wright Investors’ Service Holdings, Inc. (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 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. 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 March 31, 2026, 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 March 31, 2026, the Company had working capital of approximately $ 1,038 ,000. At March 31, 2026, the Company had an accumulated deficit of approximately $ 31,815 ,000. The Company held cash and cash equivalents of approximately $ 13 ,000, and investments in money market mutual funds of $ 1,076 ,000, respectively, as of March 31, 2026. 5 Table of Contents The Company believes that its cash resources at March 31, 2026 may not meet its operating expenditure requirements through the second 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. 2. Per share data Loss per share for the three months ended March 31, 2026 and 2025 is calculated based on 20,620,711 weighted average outstanding shares of common stock. The Company had no dilutive or potentially dilutive securities during the periods presented. 3. 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 condensed 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 condensed consolidated net loss which is reported on the Condensed Consolidated Statements of Operations. Additionally, the measure of segment assets is reported on the Condensed 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 Condensed 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 Condensed Consolidated Statements of Operations. 4. New accounting standards 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 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. 6 Table of Contents 5. Investment valuation 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 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: 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. 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. 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 March 31, 2026 and December 31, 2025, the Company held investments in equity securities which consist of a money market mutual fund of $ 1,076,000 and $ 1,267,000 , 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 March 31, 2026 Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Investments in Money Market Mutual Funds $ 1,076 $ 1,076 $ - $ - Fair Value Measurements as of December 31, 2025 Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Investments in Money Market Mutual Funds $ 1,267 $ 1,267 $ - $ - 7 Table of Contents Investments in equity securities as of March 31, 2026 and December 31, 2025 are summarized by type below (in thousands). Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Money Market Mutual Funds $ 1,076 $ - $ - $ 1,076 Total $ 1,076 $ - $ - $ 1,076 Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Money Market Mutual Funds $ 1,267 $ - $ - $ 1,267 Total $ 1,267 $ - $ - $ 1,267 6. Income taxes No tax benefit has been recorded in relation to the pre-tax loss for the three months ended March 31, 2026 and 2025, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses. As of March 31, 2026, the Company had no material uncertain income tax positions. 7. 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 three months ended March 31, 2026 and 2025, respectively. At March 31, 2026 and 2025, the Company had repurchased 2,234,721 shares of its common stock and a total of 2,765,279 of the authorized shares, remained available for repurchase as of March 31, 2026. 8 Table of Contents