What changed in this filing

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Item 1. Financial Statements

2026-08-11 compared with 2026-05-14 · 462 added, 126 removed, 540 unchanged (52% of the section changed)

2 unchanged sentences

(Amounts in thousands, except share and per share data)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Current assets:

22 unchanged sentences

Income taxes payable 2,880 —

Amounts owed to related parties 14 —

Deferred revenue 6,245 3,310

10 unchanged sentences

Shareholders' equity:

Common stock, $ 0.001 par value, 1,000,000,000 shares authorized, 28,928,777 and 25,174,492 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Common stock, $ 0.001 par value, 1,000,000,000 shares authorized, 29,895,289 and 25,174,492 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 295,734 237,075

8 unchanged sentences

(Amounts in thousands, except share and per share data)

Three months ended March 31,

Three Months ended June 30, Six months ended June 30,

2026 2025 2026 2025

Revenue $ 52,143 $ 48,588 $ 102,266 $ 87,899

12 unchanged sentences

Interest expense ( 725 ) ( 865 ) ( 1,527 ) ( 1,500 )

Other income, net 166 —

Other income (expense), net 128 ( 22 ) 294 ( 22 )

Net loss before income taxes ( 3,382 ) ( 5,754 ) ( 12,138 ) ( 12,258 )

Income tax expense ( 2,740 ) ( 4,112 )

Income tax benefit (expense) ( 352 ) 24 ( 3,092 ) ( 4,088 )

Net loss $ ( 3,734 ) $ ( 5,730 ) $ ( 15,230 ) $ ( 16,346 )

25 unchanged sentences

Balance as of March 31, 2026 28,928,777 $ 28 $ 282,874 $ ( 174,878 ) $ 863 $ 108,887

Long term incentive program charges — — 2,018 — — 2,018

Offering cost reclassification — — ( 148 ) — — ( 148 )

Related to acquisitions

Issuance of common stock for settlement of other liability — — 1,211 — — 1,211

Issuance of common stock for settlement of contingent consideration — — 1,727 — — 1,727

Issuance of unvested legally outstanding shares 713,380 — — — — —

Vesting of restricted stock units 254,017 — — — — —

Forfeiture of unvested restricted stock awards ( 885 ) — — — — —

Post-combination compensation charge-shares — — 690 — — 690

Dividends — — — ( 7,041 ) — ( 7,041 )

Share-Based Accounting Charge — — 7,362 — — 7,362

Foreign currency translation gain (loss) — — — — ( 29 ) ( 29 )

Net loss — — — ( 3,734 ) — ( 3,734 )

Balance as of June 30, 2026 29,895,289 $ 28 $ 295,734 $ ( 185,653 ) $ 834 $ 110,943

The accompanying notes to the consolidated financial statements are an integral part of these statements

16 unchanged sentences

Balance as of March 31, 2025 23,954,243 $ 23 $ 206,186 $ ( 126,336 ) $ 185 $ 80,058

Long term incentive program charges — — 1,148 — — 1,148

Issuance of unvested legally outstanding shares 719,547 — — — — —

Forfeiture of unvested restricted stock ( 2,630 ) — — — — —

Dividends — — — ( 5,765 ) — ( 5,765 )

Vesting of restricted stock awards — — 1 ( 1 ) — —

Vesting of restricted stock units 100,333 — 1 ( 1 ) — —

Issuance of common stock for acquisition 134,915 — 1,190 — — 1,190

Post-combination compensation charge-shares — — 893 — — 893

Issuance of common stock for settlement of other liability — — 342 — — 342

Share-based accounting charge — — 7,394 — — 7,394

Foreign currency translation gain — — — — 1,520 1,520

Net loss — — — ( 5,730 ) — ( 5,730 )

Balance as of June 30, 2025 24,906,408 $ 23 $ 217,155 $ ( 137,833 ) $ 1,705 $ 81,050

The accompanying notes to the consolidated financial statements are an integral part of these statements

3 unchanged sentences

(Amounts in thousands)

Three months ended March 31,

Six months ended June 30,

Cash Flows from Operating Activities:

14 unchanged sentences

Gain on bargain purchase ( 898 ) —

Credit losses on accounts receivable 683 279

(Increase) decrease in:

Accounts receivable ( 13,112 ) ( 5,936 )

Expected credit losses 1,371 1,021

Contract and unbilled receivables ( 10,267 ) ( 7,899 )

Prepaid post-combination expense ( 9,566 ) ( 10,306 )

4 unchanged sentences

Deferred revenue 2,939 3,362

Contingent consideration ( 1,447 ) ( 3 )

Operating lease liability ( 2,146 ) ( 2,511 )

Other liabilities

( 2,804 ) ( 1,722 )

Transactions with members and related parties

2 unchanged sentences

Purchases of property and equipment

Prepayment on business acquisition ( 1,910 ) ( 18,522 )

( 632 ) ( 93 )

Proceeds received for notes receivable - related parties 400 —

Cash paid for acquisitions, net of cash acquired ( 611 ) ( 18,522 )

Net Cash Used in Investing Activities

7 unchanged sentences

( 4,909 ) ( 4,040 )

Payment of contingent considerations

Dividends paid

( 7,041 ) ( 5,765 )

Net Cash Provided by Financing Activities

9 unchanged sentences

(Amounts in thousands)

Three months ended March 31,

Six months ended June 30,

Supplemental disclosure of cash flow information:

3 unchanged sentences

Right of use assets obtained with lease liabilities

Accrued deferred equity offering costs ( 2,479 ) —

Contingent consideration issued for acquisitions — 2,483

Common stock issued for acquisitions — 1,190

Stock issued for settlement of other liability 1,211 342

Stock issued for settlement of contingent consideration 1,727 —

The accompanying notes to the consolidated financial statements are an integral part of these statements

6 unchanged sentences

The accompanying unaudited condensed consolidated financial statements have been prepared by Public Policy Holding Company, Inc.

("PPHC-Inc.", "the Company", "we", "us", and "our") in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and Article 10 of Regulation S-X of the Securities and Exchange Commission (the "SEC").

("PPHC", "the Company", "we", "us", and "our") in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and Article 10 of Regulation S-X of the Securities and Exchange Commission (the "SEC").

Accordingly, certain information and footnote disclosures have been condensed or omitted.

12 unchanged sentences

IPO of $ 35.8 million after deducting underwriting discounts and offering fees.

Omnibus Incentive Plan

On September 29, 2025, our board of directors approved an amendment (the "2025 Amendment") to the Public Policy Holding Company, Inc.

2021 Omnibus Incentive Plan (the "Omnibus Incentive Plan"), which became effective on January 26, 2026.

The 2025 Amendment provides that no more than 2,600,000 shares of common stock may be available from the effective date of the amendment, for the grant of awards under the Omnibus Incentive Plan, subject to adjustment in accordance with the plan's provisions.

The maximum aggregate number of shares of common stock that may be issued in the form of incentive stock options shall not exceed 2,164,801 .

Use of Estimates

The preparation of the condensed consolidated financial statements in accordance with GAAP requires the Company’s management to make estimates and assumptions relating to the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods.

Significant items subject to such estimates and assumptions include, but not limited to, the allowance for credit losses, useful lives of intangible assets, recoverability of the carrying amounts of intangible assets, shared-based compensation, business acquisitions, valuation of contingent considerations, post-combination liabilities and income tax provisions.

Significant items subject to such estimates and assumptions include, but are not limited to, the allowance for credit losses, useful lives of intangible assets, recoverability of the carrying amounts of intangible assets, share-based compensation, business acquisitions, valuation of contingent considerations, post-combination liabilities and income tax provisions.

These estimates are often based on complex judgments and assumptions that management believes to be reasonable but are inherently uncertain and unpredictable.

3 unchanged sentences

Accordingly, figures shown as totals in certain tables or charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

PUBLIC POLICY HOLDING COMPANY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data)

Significant Accounting Policies

2 unchanged sentences

Recently Adopted Accounting Pronouncements

PUBLIC POLICY HOLDING COMPANY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data)

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

2 unchanged sentences

The Company has adopted ASU 2023-09 for the year ended December 31, 2025, and has applied the new disclosure requirements prospectively to the current annual period.

Prior period disclosures have not been adjusted to reflect the new disclosure requirements.

Income Taxes, in the accompanying notes to the consolidated financial statements for further details.

8 unchanged sentences

The Company expects to adopt this guidance in its fiscal year beginning January 1, 2027, and is evaluating the potential impact of this guidance on its consolidated financial statement disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements, which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting.

The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.

ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted.

The Company is evaluating the potential impact of this guidance on its consolidated financial statement disclosures.

Revenue recognition:

12 unchanged sentences

A significant portion of the Company’s contracts with customers have termination clauses that give the customer the right to terminate the contract without cause with one month's notice without any substantial penalty.

As such, the Company believes such contracts should be treated as a month-to-month contract as this reflects the non-cancelable period

PUBLIC POLICY HOLDING COMPANY, INC.

2 unchanged sentences

(Amounts in thousands, except share and per share data)

Company believes such contracts should be treated as a month-to-month contract as this reflects the non-cancelable period of performance.

of performance.

The parties do not have enforceable rights and obligations beyond the month (or months) of services already performed.

25 unchanged sentences

The following table provides disaggregated revenue by revenue type:

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2026 2025 2026 2025

Government Relations Consulting revenue $ 30,369 $ 27,301 $ 58,727 $ 53,465

7 unchanged sentences

Revenue by geographic region:

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2026 2025 2026 2025

United States

7 unchanged sentences

Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period.

Due to their anti-dilutive effect, the calculation of diluted net loss per share for the three months ended March 31, 2026 and the year ended December 31, 2025, does not include the common stock equivalent shares and nonvested shares.

The Company’s weighted average shares utilized for its calculation of earnings (loss) per share include only the common shares outstanding.

The following table includes the number of shares outstanding and potentially dilutive stock options and Restricted Stock Units ("RSU's") as of March 31, 2026, and December 31, 2025, respectively:

March 31, 2026 December 31, 2025

Due to their anti-dilutive effect, the calculation of diluted net loss per share for the three and six months ended June 30, 2026 and the year ended December 31, 2025, does not include the common stock equivalent shares and nonvested shares.

The Company’s weighted average shares utilized for its calculation of earnings (loss) per share included the common shares outstanding and 181,822 RSUs that were fully vested on June 30, 2026 as there were no remaining contingencies for these shares to be issued as of June 30, 2026.

There were no such RSUs as of June 30, 2025.

The following table includes the number of shares outstanding and potentially dilutive stock options and Restricted Stock Units ("RSU's") as of June 30, 2026, and December 31, 2025, respectively:

June 30, 2026 December 31, 2025

Common shares outstanding 25,269,937 20,821,959

5 unchanged sentences

(1) The holders of Restricted Stock Units and Stock Options are not entitled to dividends or to vote

The following tables includes the weighted average shares outstanding and potentially dilutive stock options and RSUs for three months ended March 31, 2026 and 2025, respectively:

March 31, 2026 March 31, 2025

(2) Includes 181,822 RSUs that were fully vested on June 30, 2026 as there were no remaining contingencies for these shares to be issued

The following table includes the weighted average shares outstanding and potentially dilutive stock options and RSUs for the three and six months ended June 30, 2026 and 2025, respectively:

Three months ended Six months ended

June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Common shares, weighted average

8 unchanged sentences

31,236,747 26,172,828 30,271,066 25,838,782

The following table shows the computation of basic and diluted loss per share for the three months ended March 31, 2026 and 2025, respectively:

March 31, 2026 March 31, 2025

The following table shows the computation of basic and diluted loss per share for the three and six months ended June 30, 2026 and 2025, respectively:

PUBLIC POLICY HOLDING COMPANY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data)

Three months ended Six months ended

June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Net loss $ ( 3,734 ) $ ( 5,730 ) $ ( 15,230 ) $ ( 16,346 )

3 unchanged sentences

Basic and diluted loss per share $ ( 0.19 ) $ ( 0.44 ) $ ( 0.68 ) $ ( 1.06 )

PUBLIC POLICY HOLDING COMPANY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data)

GOODWILL AND INTANGIBLE ASSETS

5 unchanged sentences

As of December 31, 2025 $ 56,990

Additions 346

Foreign currency translation ( 183 )

As of March 31, 2026 $ 56,776

As of June 30, 2026 $ 57,153

We monitor our reporting units for indicators of impairment throughout the year to determine if a change in facts or circumstances warrants a re-evaluation of our goodwill.

No goodwill impairment charges were recognized for the three months ended March 31, 2026.

No goodwill impairment charges were recognized for the three and six months ended June 30, 2026.

We incurred a non-cash impairment charge of $ 6.2 million in 2025 related to our Pagefield Communications Limited (“Pagefield”) Government Relations Consulting reporting unit and Pagefield Corporate Communications & Public Affairs reporting unit.

There was no goodwill impairment for the three months ended March 31, 2025.

There was no goodwill impairment for the three and six months ended June 30, 2025.

Intangible assets

We did not recognize any impairment charges on indefinite-lived intangible assets during the three months ended March 31, 2026.

We did not recognize any impairment charges on indefinite-lived intangible assets during the three and six months ended June 30, 2026.

We incurred non-cash impairment charges of $ 0.3 million and $ 2.6 million respectively, within our Pagefield Government Relations Consulting and Pagefield Corporate Communications & Public Affairs Consulting reporting units in 2025.

The Company has not recorded any impairment charges related to long-lived assets for the three months ended March 31, 2025.

The following presents the Company’s gross and net amounts of intangible assets, other than goodwill, as reported on the Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025:

March 31, 2026

The Company has not recorded any impairment charges related to long-lived assets for the three and six months ended June 30, 2025.

PUBLIC POLICY HOLDING COMPANY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data)

The following presents the Company’s gross and net amounts of intangible assets, other than goodwill, as reported on the Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025:

June 30, 2026

Weighted Average Useful Life (in Years)

17 unchanged sentences

Total intangible assets 60,299 $ ( 23,186 ) $ 37,113

Amortization expense for customer relationships, noncompete agreement and developed technology assets approximated $ 1.6 million and $ 1.3 million for the three months ended March 31, 2026 and 2025, respectively.

PUBLIC POLICY HOLDING COMPANY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data)

Amortization expense for customer relationships, noncompete agreement and developed technology assets was approximately $ 1.6 million, $ 3.2 million, $ 1.7 million, and $ 3.0 million for the three and six months ended June 30, 2026 and 2025, respectively.

The Company leases office space and equipment under non-cancelable operating leases, which may include renewal or termination options that are reasonably certain of exercise.

3 unchanged sentences

The Company also subleases office space to third parties under separate sublease agreements, which are generally month-to-month leases.

ASC 842 - Leases , requires use of the interest rate that a lessee would have to pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment.

When the Company cannot readily determine the discount rate implicit in the lease agreement, the Company will utilize the incremental borrowing rate.

The Company uses its incremental borrowing rate on the commencement date to determine the present value of its lease payments.

In accordance with ASC 842 - Leases , the Company uses its incremental borrowing rate on the commencement date to determine the present value of its lease payments.

The discount rate used to measure the lease asset, and the liability is determined at the beginning of the lease term, using the rate implicit in the lease if readily determinable, or otherwise using the Company's collateralized credit-adjusted borrowing rate.

The following table presents lease costs and other quantitative information:

Three months ended March 31,

PUBLIC POLICY HOLDING COMPANY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data)

Three months ended June 30, Six months ended June 30,

2026 2025 2026 2025

Operating lease cost (cost resulting from lease payments) $ 1,760 $ 1,474 $ 3,247 $ 2,807

3 unchanged sentences

Cash paid for amounts included in the measurement of lease liabilities $ 1,390 $ 1,609 $ 2,760 $ 3,071

Weighted average lease term - operating leases 6.0 years 4.3 years

Weighted average lease term - operating leases 5.9 years 4.1 years 5.9 years 4.1 years

Weighted average discount rate - operating leases 6.2 % 5.3 % 6.2 % 5.3 %

As of March 31, 2026, the current and long term operating lease liabilities are $ 4.8 million and $ 23.6 million, respectively.

Future payments of operating leases as of March 31, 2026 are listed in the table below:

2026 (Excluding the Three months ended March 31, 2026) $ 4,330

As of June 30, 2026, the current and long term operating lease liabilities are $ 5.3 million and $ 24.8 million, respectively.

Future payments of operating leases as of June 30, 2026 are listed in the table below:

2026 (Excluding the six months ended June 30, 2026) $ 3,193

Thereafter 10,515

7 unchanged sentences

a $ 6.0 million facility (“2024 Term Loan A”) and a $ 19.0 million facility (“2024 Term Loan B”).

Collectively, these loans, together with the 2024 Term Loan A, are referred to as the “2024 Term Loans.”

PUBLIC POLICY HOLDING COMPANY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data)

Collectively, these loans, are referred to as the “2024 Term Loans.”

In January 2025, we entered into a third amendment to our Credit Agreement, which established an additional term loan facility of up to $ 24.0 million (the “2025 Term Loan C”).

4 unchanged sentences

The Bank Credit Facilities are collateralized by substantially all of our assets.

The Company has several term loans outstanding with a financial institution (the "Term Loans").

The 2023 Facility 2 loan matures on March 31, 2029, with monthly principal payments of $ 0.2 million plus interest.

The 2024 Term Loans require monthly principal payments of $ 0.3 million plus interest until their maturity date of April 30, 2028.

The 2025 Term Loan C requires monthly principal payments of $ 0.2 million per month plus interest through March 1, 2026, increasing to $ 0.3 million per month plus interest through the maturity date of March 31, 2029.

The 2025 Term Loan C required monthly principal payments of $ 0.2 million per month plus interest through March 1, 2026, increasing to $ 0.3 million per month plus interest through the maturity date of March 31, 2029.

PUBLIC POLICY HOLDING COMPANY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data)

The Company's total debt consists of the following as of:

Original Loan Amount

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

2023 Facility 2 $ 14,000 $ 2,567 $ 4,083

2 unchanged sentences

2025 Term Loan C 24,000 20,909 22,407

Total Term Loans 63,000 44,705 47,115

Total Bank Credit Facilities

63,000 42,226 47,115

Other debt — 106 124

5 unchanged sentences

$ 32,286 $ 37,906

As of March 31, 2026, the future principal maturities of the Term Loans are as follows:

As of June 30, 2026, the future principal maturities of the Bank Credit Facilities are as follows:

2023 Facility 2 2024 Term Loan A 2024 Term Loan B 2025 Term Loan C Total

2026 (excluding the three months ended March 31, 2026) $ 1,575 $ 675 $ 2,138 $ 2,700 $ 7,088

2026 (excluding the six months ended June 30, 2026) $ 1,050 $ 450 $ 1,425 $ 1,800 $ 4,725

2027 1,517 900 2,850 3,600 8,867

3 unchanged sentences

Total approximate interest expense incurred was as follows:

Three months ended March 31,

Cash interest on term loans

Three months ended June 30, Six months ended June 30,

2026 2025 2026 2025

Cash interest on Bank Credit Facilities

$ 702 $ 801 $ 1,450 $ 1,378

Cash interest on other debt

1 unchanged sentence

Total interest expense $ 725 $ 865 $ 1,527 $ 1,500

The Credit Agreement and Amended Credit Agreements for the Term Loans contain certain non-financial and financial covenants with which the Company is required to comply.

The Company must submit a compliance certificate to

PUBLIC POLICY HOLDING COMPANY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data)

the bank on a quarterly basis.

The Credit Agreement and Amended Credit Agreements for the Bank Credit Facilities contain certain non-financial and financial covenants with which the Company is required to comply.

The Company must submit a compliance certificate to the bank on a quarterly basis.

The financial covenants include a total leverage ratio and fixed coverage ratio.

The Company was in compliance with all covenants as of March 31, 2026 and December 31, 2025.

The Company was in compliance with all covenants as of June 30, 2026 and December 31, 2025.

SEGMENT REPORTING

The Company has determined that its business is conducted across three reportable segments as of March 31, 2026, as follows:

The Company has determined that its business is conducted across three reportable segments as of June 30, 2026, as follows:

Government Relations Consulting, Corporate Communications & Public Affairs Consulting and Compliance and Insights Services.

2 unchanged sentences

• Corporate Communications & Public Affairs Consulting services include policy communications, crisis communications, financial communications and investor relations, litigation support, community relations, social and digital media, public opinion research, branding and messaging, and relationship marketing, across the United States and internationally through our offices in London, Shanghai, Abu Dhabi, and Dubai;

PUBLIC POLICY HOLDING COMPANY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data)

• Compliance and Insights Services include lobbying compliance services and legislative tracking.

The Chief Operating Decision Maker ("CODM"), who is the Company's Chief Executive Officer, is not regularly provided asset information on a segment basis, as it is not used to allocate resources or assess performance for each segment.

The Chief Operating Decision Maker ("CODM"), who is the Company's Chief Executive Officer, utilizes segment revenues, significant expenses consisting of staff costs and non-staff costs by segment and Adjusted Pre-Bonus EBITDA by segment (as described in the MD&A) to evaluate the Company’s financial performance, allocate resources, and make key operating decisions.

The CODM is not regularly provided asset information on a segment basis, as it is not used to allocate resources or assess performance for each segment.

Therefore, total segment assets have not been disclosed.

In addition, for the three months ended March 31, 2026 and 2025, revenues in each of the three segments were primarily attributable the United States operations, as there were no other countries from which the Company derived segment revenues that exceeded 10% of that segment's total.

The CODM utilizes segment revenues, significant expenses consisting of staff costs and non-staff costs by segment and Adjusted Pre-Bonus EBITDA by segment (as described in the MD&A) to evaluate the Company’s financial performance, allocate resources, and make key operating decisions.

The following tables present key segment information and a reconciliation to the consolidated net loss after income taxes for each of the three months ended March 31, 2026, and 2025.

In addition, for the three and six months ended June 30, 2026 and 2025, revenues in each of the three segments were primarily attributable the United States operations, as there were no other countries from which the Company derived segment revenues that exceeded 10% of that segment's total.

The following tables present key segment information and a reconciliation to the consolidated net loss after income taxes for each of the three and six months ended June 30, 2026, and 2025.

Three months ended June 30, 2026

Government Relations Consulting

Corporate Communications

& Public Affairs Consulting

Compliance and Insights Services

$ 30,369 $ 18,166 $ 3,608 $ 52,143

Costs and expenses:

Staff costs 13,143 10,886 1,530 25,560

Non-staff costs 2,713 3,014 265 5,992

Segment Adjusted Pre-Bonus EBITDA 14,513 4,265 1,813 20,592

Reconciliation to net loss before income taxes:

Unallocated bonuses ( 4,039 )

Unallocated corporate level expenses ( 5,317 )

Depreciation ( 56 )

Share-based accounting charge ( 7,362 )

Post-combination compensation charges ( 4,191 )

Long term incentive program charges ( 1,070 )

Change in contingent consideration ( 892 )

Amortization of intangibles ( 1,551 )

Loss from operations ( 3,886 )

Gain on bargain purchase 846

Interest, net ( 470 )

Other expense

Net loss before income taxes ( 3,382 )

Income tax expense 352

Net loss after income taxes $ ( 3,734 )

PUBLIC POLICY HOLDING COMPANY, INC.

2 unchanged sentences

(Amounts in thousands, except share and per share data)

Three months ended March 31, 2026

Three months ended June 30, 2025

Government Relations Consulting

4 unchanged sentences

Costs and expenses:

Staff costs 12,297 10,408 1,264 23,969

Non-staff costs 2,259 2,731 147 5,137

Segment Adjusted Pre-Bonus EBITDA 12,745 5,005 1,732 19,482

Reconciliation to net loss before income taxes:

Unallocated bonuses ( 3,745 )

Unallocated corporate level expenses ( 2,964 )

Depreciation ( 53 )

Share-based accounting charge ( 7,394 )

Post-combination compensation charges ( 5,336 )

Long term incentive program charges ( 1,528 )

Change in contingent consideration ( 1,693 )

Amortization of intangibles ( 1,665 )

Loss from operations ( 4,896 )

Gain on bargain purchase -

Interest, net ( 836 )

Other income, net ( 22 )

Net loss before income taxes ( 5,754 )

Income tax benefit ( 24 )

Net loss after income taxes $ ( 5,730 )

PUBLIC POLICY HOLDING COMPANY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data)

Six months ended June 30, 2026

Government Relations Consulting

Corporate Communications

& Public Affairs Consulting

Compliance and Insights Services

$ 58,727 $ 36,459 $ 7,080 $ 102,266

Costs and expenses:

Staff costs by segment 26,046 21,866 3,004 50,916

13 unchanged sentences

Interest, net ( 1,260 )

Other income, net 166

Other income (expense), net 294

Net loss before income taxes ( 12,138 )

5 unchanged sentences

(Amounts in thousands, except share and per share data)

Three months ended March 31, 2025

Six months ended June 30, 2025

Government Relations Consulting

19 unchanged sentences

Interest, net ( 1,438 )

Other income, net ( 22 )

Net loss before income taxes ( 12,258 )

5 unchanged sentences

The measurement of a deferred tax asset is reduced, if necessary, by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized.

As of March 31, 2026, and March 31, 2025, no material valuation allowance has been recorded against the Company’s deferred tax assets.

As of June 30, 2026, and June 30, 2025, no material valuation allowance has been recorded against the Company’s deferred tax assets.

The Company applies a recognition threshold and measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

2 unchanged sentences

The Company recognizes interest and penalties accrued on any unrecognized tax exposures as a component of income tax expense;

the Company did not have any such amounts accrued as of March 31, 2026, and December 31, 2025.

the Company did not have any such amounts accrued as of June 30, 2026, and December 31, 2025.

Tax years from 2022 to 2025 remain subject to examination.

2025 has not yet been filed.

For interim periods, the Company recognizes an income tax expense or benefit based on an estimated annual effective tax rate ("EAETR"), calculated on a worldwide consolidated basis and expected for the full fiscal year.

The EAETR is based on the statutory tax rates then in effect and adjusted for estimated permanent differences.

Discrete items, when material, are excluded from the EAETR and are recognized in the interim period in which they occur.

For the three months ended March 31, 2026, the Company recognized an income tax expense of approximately $ 2.7 million on a net loss before income taxes of $ 8.8 million.

Income tax expense for the period included a discrete tax benefit of approximately $ 1.7 million related to a one‑time transaction that resulted in the recognition of a deferred tax asset.

This discrete benefit was recognized in the period incurred and was excluded from the Company’s estimated annual effective

These changes in permanent differences and discrete items result in variances to the effective tax rate from period to period.

The Company’s EAETR changes throughout the year as on-going estimates of pre-tax income, and changes in permanent differences are revised.

PUBLIC POLICY HOLDING COMPANY, INC.

2 unchanged sentences

(Amounts in thousands, except share and per share data)

The Company’s effective tax rate for the three months ended March 31, 2026, was ( 31.3 )%, which was significantly impacted by the discrete item described above.

For the three months ended March 31, 2025, the Company recognized an income tax expense of approximately $ 4.1 million on a net loss before income taxes of $ 6.5 million.

The effective tax rate for the period was ( 63.2 )%.

For the three and six months ended June 30, 2026, the Company recognized an income tax expense of approximately $ 0.4 million and $ 3.1 million on a net loss before income taxes of $ 3.4 million and $ 12.1 million, respectively.

Income tax expense for the six month period included a discrete tax benefit of approximately $ 1.7 million related to a one‑time transaction that resulted in the recognition of a deferred tax asset.

This discrete benefit was recognized in the period incurred and was excluded from the Company’s estimated annual effective tax rate.

The Company’s effective tax rate for the three months ended June 30, 2026, was ( 10.4 )%, The Company’s effective tax rate for the six months ended June 30, 2026, was ( 25.5 )%, which was significantly impacted by the discrete item described above.

For the three and six months ended June 30, 2025, the Company recognized an income tax expense (benefit) of approximately less than $(0.1) million and $ 4.1 million on a net loss before income taxes of $ 5.8 million and $ 12.3 million, respectively.

The effective tax rate for the three and six months ended June 30, 2025 was 0.4 % and ( 33.5 )%, respectively.

The effective tax rates for the periods differed from the federal statutory rate of 21% primarily due to state taxes, GAAP compensation incurred that is not deductible for tax purposes, as well as other items related to prior periods’ business combinations that generate permanent book/tax differences.

1 unchanged sentence

FAIR VALUE MEASUREMENT

The following table presents a summary of the Company’s liabilities that are measured at fair value on a recurring basis by their respective fair value hierarchy level as of March 31, 2026:

The following table presents a summary of the Company’s liabilities that are measured at fair value on a recurring basis by their respective fair value hierarchy level as of June 30, 2026:

Level 1 Level 2 Level 3

11 unchanged sentences

$ — $ — $ 25,028

The carrying values of cash, contract receivables, and accounts payable and accrued expenses on March 31, 2026 and December 31, 2025 approximated their fair value due to the short maturity of these instruments.

The carrying values of cash, contract receivables, and accounts payable and accrued expenses on June 30, 2026 and December 31, 2025 approximated their fair value due to the short maturity of these instruments.

Financial Instruments that are Measured at Fair Value on a Recurring Basis

1 unchanged sentence

The fair value of contingent consideration from the Company's acquisitions were measured using Level 3 inputs.

The following table summarizes the change in fair value, as determined by Level 3 inputs, for the contingent consideration using the unobservable Level 3 inputs for the three months ended March 31, 2026 as follows:

The following table summarizes the change in fair value, as determined by Level 3 inputs, for the contingent consideration using the unobservable Level 3 inputs for the six months ended June 30, 2026 as follows:

Balance as of December 31, 2025 $ 12,998

Cash and stock payout of contingent consideration ( 3,480 )

Change in fair value 7,195

Effect of currency translation adjustment ( 15 )

Balance as of March 31, 2026 $ 19,284

Balance as of June 30, 2026 $ 16,699

PUBLIC POLICY HOLDING COMPANY, INC.

2 unchanged sentences

(Amounts in thousands, except share and per share data)

Balance as of December 31, 2024 $ 10,896

Cash and stock payout of contingent consideration

Other adjustment ( 729 )

Change in fair value 5,159

Effect of currency translation adjustment 100

Balance as of March 31, 2025 $ 11,200

Balance as of June 30, 2025 $ 15,426

The estimated fair value of contingent consideration is calculated using Monte Carlo simulations with inputs such as expected volatility of future operating results, discount rates applicable to future results, and expected growth rates.

1 unchanged sentence

The fair value of other liabilities, comprising of post-combination compensation obligations of the Company, relates to various acquisitions.

The estimated fair value of other liabilities is calculated by Monte Carlo simulations utilize estimates including expected volatility of future operating results, discount rates applicable to future results, and expected growth rates.

The following table summarizes the change in fair value, as determined by Level 3 inputs, for the other liabilities using the Level 3 inputs for the three months ended March 31, 2026 as follows:

The estimated fair value of other liabilities is calculated by Monte Carlo simulations, which utilize estimates including expected volatility of future operating results, discount rates applicable to future results, and expected growth rates.

The following table summarizes the change in fair value, as determined by Level 3 inputs, for the other liabilities using the Level 3 inputs for the six months ended June 30, 2026 as follows:

Balance as of December 31, 2025 $ 12,030

Accretion of liability

Balance as of March 31, 2026 $ 12,595

The following table summarizes the change in fair value, as determined by Level 3 inputs, for the other liabilities using the Level 3 inputs for the three months ended March 31, 2025 as follows:

Balance as of December 31, 2024 $ 4,880

Change in other liabilities ( 2,804 )

Stock issued for settlement of other liability

Balance as of June 30, 2026 $ 10,928

The following table summarizes the change in fair value, as determined by Level 3 inputs, for the other liabilities using the Level 3 inputs for the six months ended June 30, 2025 as follows:

Balance at December 31, 2024 $ 4,880

Accretion of other liability 3,055

Other liabilities ( 996 )

Change in other liabilities ( 1,722 )

Stock issued for settlement of other liability ( 342 )

Effect of currency translation adjustment 6

Balance as of March 31, 2025 $ 5,081

Other adjustment 731

Balance at June 30, 2025 $ 6,608

PUBLIC POLICY HOLDING COMPANY, INC.

2 unchanged sentences

(Amounts in thousands, except share and per share data)

The Monte Carlo assumptions and inputs (which are Level 3 inputs) are as follows for the years ended March 31, 2026 and 2025 are as follows:

March 31, 2026

The Monte Carlo assumptions and inputs (which are Level 3 inputs) are as follows:

June 30, 2026

Significant Input Weighted Average Input (1)

4 unchanged sentences

Expected Volatility of Future Annual EBITDA 32.5 % 32.0 % to 33.0 %

Expected Volatility of Future Annual Revenue 9.8 % 9.7 % to 10.1 %

Discount Rate Applicable to Future Annual Revenue 11.8 % 8.0 % to 12.5 %

Forecasted growth rate 8.9 % ( 20.1 )% to 31.6 %

March 31, 2025

June 30, 2025

Significant Input Weighted Average Input (1)

2 unchanged sentences

Expected volatility of future annual profit after tax 31.5 % 30.0 % to 34.0 %

Discount Rate Applicable to Future Annual EBITDA 15.4 % 14.9 % to 16.2 %

Expected Volatility of Future Annual EBITDA 33.7 % 30.0 % to 35.0 %

Forecasted growth rate 13.4 % 3.9 % to 55.6 %

7 unchanged sentences

CONTRACT BALANCES AND ALLOWANCE FOR EXPECTED CREDIT LOSSES

The following table provides information about receivables, contract receivables and contract liabilities from contracts with customers as of:

March 31, 2026 December 31, 2025

Accounts receivable $ 35,098 $ 23,831

The following table provides information about accounts and unbilled receivables, contract receivables and contract liabilities from contracts with customers as of:

June 30, 2026 December 31, 2025

Contract receivable $ 32,632 $ 23,831

Unbilled receivables 1,185 512

4 unchanged sentences

These amounts are generally recognized as revenue shortly after billing, as the related services are performed or expenses are incurred.

Deferred revenue totaled $ 6.1 million as of March 31, 2026, and $ 3.3 million as of December 31, 2025.

Deferred revenue totaled $ 6.2 million as of June 30, 2026, and $ 3.3 million as of December 31, 2025.

The Company expects that these amounts will be recognized as revenue within one year of the respective balance sheet dates.

10 unchanged sentences

(Write-off)/Recoveries

Balance as of March 31, 2026 $ 2,386

As of March 31, 2026 and December 31, 2025 the balance of the allowance for credit losses approximated $ 2.4 million and $ 2.5 million.

respectively .

SUBSEQUENT EVENTS

On March 20, 2026, the Company entered into a binding agreement to acquire all of the outstanding shares of Westminster Policy Partners Limited, a leading UK public affairs and economics consultancy.

Balance as of June 30, 2026 $ 2,912

As of June 30, 2026 and December 31, 2025 the balance of the allowance for credit losses approximated $ 2.9 million and $ 2.5 million, respectively .

Westminster Policy Partners Limited

On March 20, 2026, the Company entered into a binding agreement to acquire all of the outstanding shares of Westminster Policy Partners Limited ("WPI") from the owners of WPI (“WPI Sellers”), a leading UK public affairs and economics consultancy.

The acquisition was completed on April 1, 2026, for a combination of cash and shares.

On May 1, 2026, the Company acquired the assets of the management companies Cowen Consulting, LLC and Putnam Strategies, LLC, specialists in federal, state, and local government relations.

The acquisition was completed for a combination of cash and shares.

At the closing of the transaction, the Company paid the WPI Sellers cash in the amount of £ 3.0 million, which was approximately $ 4.0 million and issued 46,937 shares of the Company's common stock to the WPI Sellers at an aggregate fair value of approximately $ 0.6 million.

The purchase included WPI's cash balance of approximately £ 1.0 million, which was approximately $ 1.4 million, at closing.

In addition, there are additional contingent payments that the WPI Sellers can earn in the future depending on certain operating results that are achieved.

The total additional amount of consideration that the Company could be required to pay to the WPI Sellers is £ 6.0 million.

No contingent consideration was recorded in connection with the acquisition, as all future payments are linked to future employment.

Although the Company remitted the funds to the Seller on March 31 2026, the effective date of the transaction was April 1, 2026.

Reasons for the acquisition

The Company acquired WPI to expand the Company's capabilities in economics-led analysis and research-driven advocacy communications, and evidence-based policy strategy.

The acquisition of WPI will enhance the Company's footprint and depth in both the UK and Europe.

Accounting for the acquisition

The acquisition of WPI was accounted for as a business combination and reflects the application of acquisition accounting in accordance with ASC 805, Business Combinations ("ASC 805").

The acquired assets, including identifiable intangible assets and liabilities assumed, have been recorded at their estimated fair values.

Purchase consideration

The Company determined that certain consideration provided to the WPI Sellers does not qualify as purchase consideration in accordance with the guidance of ASC 805.

The Company determined that the purchase consideration consists of the amount of cash and share payments owed to WPI Sellers that are not subject to a vesting or claw back provision that is directly linked to the continued employment of the WPI Sellers.

The total purchase consideration consisted of a cash payment of approximately $ 2.0 million.

Preliminary Purchase price allocation

The purchase price allocation is preliminary and subject to change during its measurement period.

The Company has not yet completed its evaluation and determination of (i) the acquired net working capital balance, and (ii) the final assessment of deferred tax assets.

The adjustments will be recorded as soon as practical and within the measurement period.

Although not expected to be significant, the adjustments may result in a change in the acquired goodwill.

PUBLIC POLICY HOLDING COMPANY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data)

The preliminary allocation of the purchase consideration resulted in the following amounts being allocated to the assets acquired and liabilities assumed as of the purchase date April 1, 2026, based on their respective estimated fair values is summarized below:

Cash acquired $ 1,380

Contract receivable 718

Other current assets 31

Property and equipment 11

Customer relationships 350

Noncompete agreements 322

Accounts payable and accrued expenses ( 1,226 )

Total preliminary purchase price $ 1,992

The fair value of the identified definite-lived intangible assets was as follows:

Definite-lived Weighted average useful life

intangible assets (in years) Amount

Customer relationship 7.0 $ 350

Noncompete agreements 5.0 $ 322

The fair value of noncompete agreements was determined based on the difference between the projected cash flows of the business assuming the agreement is in place, and an alternative cash flow projection which assumes an adverse impact resulting from competition.

The difference between these two projections effectively represents the “cost” of competition from the perspective of the acquirer.

The fair value of the trade names was determined using the relief from royalty method.

The fair value of customer relationships was determined using the multi-period excess earnings method.

On January 24, 2025, the Company entered into a binding agreement ("TrailRunner Agreement") to acquire TrailRunner International LLC and its wholly-owned subsidiaries (collectively, the “TrailRunner Seller” or "TrailRunner"), a Texas headquartered global strategic communications advisory firm.

At the closing of the transaction, the Company agreed to pay the TrailRunner Seller cash in the amount of approximately $ 28.2 million and issue 593,228 shares of the Company’s common stock to the TrailRunner Seller at an aggregate fair value of approximately $ 5.2 million.

In addition, there are additional contingent payments that the TrailRunner Seller can earn in the future depending on certain operating results that are achieved.

The total additional amount of consideration that the Company could be required to pay to the TrailRunner Seller is $ 37.0 million.

Although the Company remitted the funds to the TrailRunner Seller on March 31 2025, the effective date of the transaction was April 1, 2025.

Reasons for the acquisition

The Company acquired TrailRunner to expand the Company's ability to provide a distinct suite of corporate communication capabilities and enhance its global footprint.

TrailRunner has eight office locations across the United States, United Kingdom, Middle East, and Asia.

Accounting for the acquisition

The acquisition of TrailRunner was accounted for as a business combination and reflects the application of acquisition accounting in accordance with ASC 805, Business Combinations ("ASC 805").

The acquired assets, including identifiable intangible assets and liabilities assumed, have been recorded at their estimated fair values.

Purchase consideration

PUBLIC POLICY HOLDING COMPANY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data)

The Company determined that certain consideration provided to TrailRunner does not qualify as purchase consideration in accordance with the guidance of ASC 805.

The Company determined that the purchase consideration consists of the amount of cash and share payments owed to TrailRunner that are not subject to a vesting or claw back provision that is directly linked to the continued employment of the TrailRunner Seller.

The total purchase consideration consisted of the following amounts:

Cash paid $ 18,607

Common stock issued 1,190

Total $ 19,797

Purchase price allocation

The Company recognized a bargain purchase gain of $ 1.3 million in connection with the acquisition of TrailRunner, representing the excess of the fair value of identifiable net assets acquired over the aggregate amount transferred.

In accordance with ASC 805 - business combinations, the Company reassessed the identification and measurement of the assets acquired and liabilities assumed prior to recognizing the gain.

The primary factors that contributed to the gain on bargain purchase recognized from the TrailRunner acquisition include the requirement for the key employees of TrailRunner to remain employees of the Company for a significant period of time.

The purchase price allocation was finalized as of December 31, 2025.

The allocation of the purchase consideration resulted in the following amounts being allocated to the assets acquired and liabilities assumed as of the purchase date of April 1, 2025, based on their respective estimated fair values is summarized below:

Cash acquired $ 85

Contract receivable 758

Other current assets 172

Property and equipment 27

Right of use asset

Customer relationships 7,796

Tradename 2,760

Noncompete agreements 786

Deferred tax asset 9,118

Accounts payable and accrued expenses ( 372 )

Operating lease liability ( 1,806 )

Net assets acquired 21,130

Less estimated purchase price ( 19,797 )

Gain on bargain purchase $ 1,333

The fair value of the identified definite-lived intangible assets was as follows:

Definite-lived

Weighted average useful life

intangible assets

Customer relationship 7.0 $ 7,796

Noncompete agreements 5.0 $ 786

The fair value of customer relationships was determined using the income approach, which requires management to estimate a number of factors for each reporting unit, including projected future operating results and discount rates.

The fair value of the trade names was determined using the relief from royalty method.

The fair value of noncompete agreements was determined using an income approach method, which requires management to estimate a number of factors related to

PUBLIC POLICY HOLDING COMPANY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data)

the expected future cash flows of TrailRunner and the potential impact and probability of competition, assuming such noncompete agreements were not in place.

O MNIBUS I NCENTIVE P LAN

In 2021, we adopted the Public Policy Holding Company, Inc.

2021 Omnibus Incentive Plan (the "Omnibus Incentive Plan"), under which Options (both nonqualified options, and incentive stock options), stock appreciation rights, restricted stock units, restricted stock, unrestricted stock, cash-based awards and dividend equivalent rights may be issued.

On September 29, 2025, our board of directors approved an amendment (the "2025 Amendment") to the Omnibus Incentive Plan, which became effective on January 26, 2026.

As of June 30, 2026, the total amount of shares authorized by the Board of Directors under the Omnibus Plan was 5,719,005 , with a total of 1,615,112 shares available for issuance.

During the six months ended June 30, 2026 and 2025, the Company granted 43,987 and 62,588 Options to employees, respectively.

During the same periods, the Company granted 669,879 and 498,532 Restricted Stock Units ("RSUs"), respectively, as well as 302,080 and 195,588 Restricted Stock Awards ("RSAs").

The stock options have a contractual term of ten years and vest three years after their issuance.

The RSUs vest over a three-year period with one-third vesting each year after the grant date.

The amortization of the fair value of share-based awards is recorded as an expense in long-term incentive program charges in the statement of operations.

The total long-term incentive program expense, net of forfeitures, is detailed in the following table:

Three months ended June 30, Six months ended June 30,

2026 2025 2026 2025

Options $ 15 $ 106 $ 54 $ 194

RSUs 1,295 682 2,178 1,264

RSAs 708 360 1,316 869

SARs ( 948 ) 380 ( 1,515 ) 324

Total $ 1,070 $ 1,528 $ 2,033 $ 2,651

The table below represents the total expense relating to the long-term incentive program recognized in the consolidated statements of operations and comprehensive loss as follows:

Three months ended June 30, Six months ended June 30,

2026 2025 2026 2025

Cost of services $ 315 $ 1,302 $ 1,031 $ 2,165

General and administrative expense 755 226 1,002 486

Total $ 1,070 $ 1,528 $ 2,033 $ 2,651

As of June 30, 2026, total unrecognized compensation expense and the applicable weighted average period for that expense to be recognized is as follows:

Unrecognized compensation

Weighted average period

Options $ 270 0.4 years

RSUs 9,931 4.9 years

RSAs 3,805 1.2 years

PUBLIC POLICY HOLDING COMPANY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data)

The following summarizes the stock option activity for the three and six months ended June 30, 2026 and 2025:

Number of Shares Weighted Average Exercise Price- (USD) (1)

Weighted Average Exercise Price-(GBP)

Weighted Average Contractual Term (in years)

Outstanding as of December 31, 2025 702,002 $ 11.33 £ 8.42 6.9

Granted 43,987 10.41 7.85 9.9

Exercised — — — —

Cancelled/Forfeited ( 11,078 ) 11.38 8.58

Outstanding as of June 30, 2026 734,911 11.21 8.46 6.7

Exercisable as of June 30, 2026 598,016 10.74 8.10 5.3

Vested and expected to vest as of June 30, 2026 734,911 $ 11.21 £ 8.46 6.7

Number of Shares Weighted Average Exercise Price- (USD) (1)

Weighted Average Exercise Price-(GBP)

Weighted Average Contractual Term (in years)

Outstanding as of December 31, 2024 676,709 $ 10.75 £ 8.60 7.8

Granted 62,588 11.50 8.35 —

Exercised — — — —

Cancelled/Forfeited ( 23,897 ) 11.90 8.65 —

Outstanding as of June 30, 2025 715,400 11.80 8.60 7.6

Exercisable as of June 30, 2025 433,392 12.15 8.85 —

Vested and expected to vest as of June 30, 2025 715,400 $ 11.80 £ 8.60 7.6

(1) The applicable exercise prices have been adjusted based on the applicable exchange rate of GBP to USD at the end of each period presented.

The weighted average intrinsic value of stock options was zero as of June 30, 2026.

Restricted Stock Units ("RSUs")

Activity in the Company's non-vested RSUs was as follows for the three and six months ended June 30, 2026 and 2025, respectively:

Number of RSUs Weighted Average Grant Date Fair Value

Nonvested as of December 31, 2025 991,732 $ 7.70

Granted 669,879 9.10

Vested ( 435,839 ) 7.76

Cancelled/Forfeited ( 19,480 ) 8.69

Nonvested as of June 30, 2026 1,206,292 $ 8.85

Nonvested as of December 31, 2024 869,330 7.00

Granted 498,532 8.75

Vested ( 285,804 ) 7.00

Cancelled/Forfeited ( 27,600 ) 7.60

Nonvested as of June 30, 2025 1,054,458 $ 7.65

PUBLIC POLICY HOLDING COMPANY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data)

Restricted Stock Awards ("RSAs")

Activity in the Company's non-vested RSAs was as follows:

Number of RSAs Weighted Average Grant Date Fair Value

Nonvested as of December 31, 2025 408,284 $ 7.91

Granted 302,080 10.45

Vested ( 195,033 ) 9.45

Cancelled/Forfeited — —

Nonvested as of June 30, 2026 515,331 $ 8.82

Nonvested as of December 31, 2024 479,491 6.15

Granted 195,588 9.45

Vested ( 134,177 ) 7.15

Cancelled/Forfeited ( 61,005 ) 5.65

Nonvested as of June 30, 2025 479,897 $ 9.30

Stock Appreciation Rights ("SARs")

SARs are not issued shares or committed shares to be issued and therefore do not count against the total number of shares that can be issued under the Omnibus Plan.

Upon exercise of a SAR, the Company shall pay the grantee in cash an amount equal to the excess of the fair market value of a share of stock on the effective date of exercise in excess of the exercise price of the SAR.

This cash settlement feature requires the SARs to be classified as a liability and remeasured at each reporting period.

The SARs vest over a three-year period with one-third vesting each year after the grant date.

The fair value of each SAR granted is estimated using a Black-Scholes option-pricing model and the fair value is adjusted at each reporting period.

As of June 30, 2026 and December 31, 2025, the total liability recorded was $ 0.4 million and $ 2.0 million, respectively.

The fair value of the SARs was calculated as follows as of:

June 30, 2026 December 31, 2025

Estimated dividend yield 3.0 % 4.0 %

Expected stock price volatility 45.0 % 42.0 %

Risk-free interest rate 4.1 % to 4.2 %

3.5 % to 3.6 %

Expected life of instrument (in years) 1.4 to 2.8 years

1.9 to 3.3 years

Weighted average fair value per share $ 1.64 $ 6.60

Activity in the Company's SARs was as follows for the year ended June 30, 2026 and year ended December 31, 2025:

Number of Shares Weighted Average Exercise Price

Outstanding as of December 31, 2024 341,000 $ 8.05

Exercised — —

Cancelled/Forfeited ( 30,000 ) 8.98

Outstanding as of December 31, 2025 311,000 $ 8.97

Exercised ( 30,000 ) ( 8.85 )

Cancelled/Forfeited ( 10,000 ) ( 8.83 )

Outstanding as of June 30, 2026 271,000 8.79

Exercisable as of June 30, 2026 269,333 8.84

Vested and expected to vest as of June 30, 2026 271,000 $ 8.79

PUBLIC POLICY HOLDING COMPANY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data)

The amount of the future expense for all SARs issued will depend upon the value of the Company's common stock and other factors at each future reporting date.

SUBSEQUENT EVENTS

On July 1, 2026, the Company acquired Tancredi Intelligent Communication Ltd, a strategic communications and advisory firm headquartered in London.

The acquisition was paid for through a combination of cash and shares.

On August 1, 2026, the Company acquired The Advocacy Partners, one of Florida’s pre-eminent government relations firms.

The acquisition was paid for through a combination of cash and shares.

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-Q

Item 1. Financial Statements