Public Policy Holding Company, Inc. (PPHC)

CIK: 0001903508. SIC: 8742 Services-Management Consulting Services. Latest 10-K as of: 2026-03-31.

SIC breadcrumb: Services > SIC Major Group 87 > SIC 8742 Services-Management Consulting Services

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1903508. Latest filing source: 0001628280-26-022359.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-31. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001903508.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-14. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001903508.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001628280-26-035076.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-05-14. Report date: 2026-03-31.

ITEM 2.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Dollars in tables in millions, except per share amounts.)

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws. You can identify these statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “target,” “estimate,” “intend,” “continue” or “believe” or the negatives of, or other variations of, these terms or comparable terminology. These forward-looking statements include, but are not limited to, statements regarding: our core strategy; our ability to improve our content offerings and service; our future financial performance, including expectations regarding revenues, deferred revenue, operating income and margin, net income, expenses, and profitability; liquidity, including the sufficiency of our capital resources, cash requirements; net cash provided by (used in) operating activities, access to financing sources, and free cash flows; capital allocation strategies, including any stock repurchases or repurchase programs; stock price volatility; impact of foreign exchange rate fluctuations; impact of interest rate fluctuations; adequacy of existing facilities; future regulatory changes and their impact on our business; intellectual property; cybersecurity; price changes and testing; artificial intelligence (“AI”); acquisitions; actions by competitors; dividends; future contractual obligations, including unknown content obligations and timing of payments; our global content and marketing investments; tax expense; unrecognized tax benefits; deferred tax assets; tax deposits; resolutions of disputes and other proceedings; our ability to effectively manage change and growth; our company culture; and our ability to attract and retain qualified employees and key personnel. These forward-looking statements are subject to risks and uncertainties that could cause actual results and events to differ. A detailed discussion of these and other risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included throughout this filing and particularly in Part II, Item 1A: “Risk Factors” section set forth in this Quarterly Report on Form 10-Q. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to revise or publicly release any revision to any such forward-looking statement, except as may otherwise be required by law.

The following, Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), summarizes the significant factors affecting the operating results, financial condition and liquidity, and cash flows of the Company as of and for three months ended March 31, 2026, and 2025.

The unaudited consolidated financial statements and related notes to the unaudited consolidated financial statements, including our critical accounting estimates, and the related Management's Discussion and Analysis of Financial Condition and Results of Operations included in this report, should be read in conjunction with our 2025 Form 10-K.

Executive Highlights

The table below presents the revenue, its growth, and other financial performance measures over the period 2018-Q1 2026. Results for the period 2018-2025 provide supplemental financial information prior to our initial registration with the SEC:

2018

2019

2020

2021

2022

2023

2024

2025

YTD 2026

CAGR

2018-2025

Revenue

$

33.8 

$

55.5 

$

77.4 

$

99.3 

$

108.8 

$

135.0 

$

149.6 

$

186.5 

$

50.1

27.6 

%

Revenue growth (year over year)

28.0 

%

64.2 

%

39.5 

%

28.3 

%

9.6 

%

24.1 

%

10.8 

%

24.7 

%

27.5 

%

Organic Revenue Growth

25.3 

%

32.5 

%

8.3 

%

24.4 

%

6.7 

%

2.0 

%

2.7 

%

6.2 

%

5.1 

%

Net loss

$

(15.0)

$

(14.2)

$

(24.0)

$

(39.0)

$

(11.5)

Adjusted EBITDA(1)

$

31.5 

$

35.4 

$

38.6 

$

45.4 

$

11.2

Net loss margin

(13.8)

%

(10.6)

%

(16.0)

%

(20.9)

%

(22.9)%

Adjusted EBITDA margin

29.0 

%

26.2 

%

25.8 

%

24.3 

%

22.3%

Top 10 clients as % of total revenue

25.9 

%

17.9 

%

12.3 

%

14.7 

%

11.0 

%

10.8 

%

8.7 

%

9.2 

%

8.0%

(1)We have presented Adjusted EBITDA from 2022 onwards only as, prior to 2022, we were formed as a partnership with profits being distributed to the partners.

The table below sets out the non-GAAP financial measures used by our management together, in each case, with the nearest comparable measure under GAAP.

21

As reported for the three months ended March 31,

2026

2025

$ Change

% Change

Revenue

$

50.1

$

39.3

$

10.8 

27.5 

%

Net loss

$

(11.5)

$

(10.6)

$

(0.9)

(8.3)

%

Net loss margin

(22.9

%)

(27.0

%)

4.1 

pts

Adjusted EBITDA

$

11.2 

$

8.6 

$

2.6 

29.7 

%

Adjusted EBITDA margin

22.3 

%

21.9 

%

0.4 

pts

Adjusted Net Income

$

7.4 

$

3.7 

$

3.7 

100.5 

%

Net loss per share, basic and diluted

$

(0.49)

$

(0.63)

$

0.13 

21.4 

%

Adjusted EPS, diluted

$

0.25 

$

0.14 

$

0.11 

74.5 

%

Net cash used in operating activities

$

(11.7)

$

(8.6)

$

(3.0)

(35.2)

%

Adjusted Free Cash Flow

$

(10.3)

$

3.2 

$

(13.5)

(422.4)

%

Cash and cash equivalents at end of period

$

42.9 

$

9.5 

$

33.3 

Net Debt at end of period

$

(1.8)

$

(44.6)

$

42.9 

Reconciliation of net loss and net loss margin to Adjusted EBITDA and Adjusted EBITDA margin

Three months ended March 31,

2026

2025

$ Change

% Change

Net loss

$

(11.5)

$

(10.6)

$

(0.9)

(8.3)

%

Net loss margin

(22.9)

%

(27.0)

%

4.1 

pts

Adjustments:

Interest income

0.0 

0.0 

0.0 

64.9 

%

Interest expense

0.8 

0.6 

0.2 

26.2 

%

Income tax expense

2.7 

4.1 

(1.4)

(33.4)

%

Other expense

(0.1)

— 

(0.1)

— 

Depreciation and amortization

1.6 

1.3 

0.3 

23.6 

%

EBITDA

(6.4)

(4.6)

(1.8)

(40.4)

%

Long-term incentive program charges

1.0 

1.1 

(0.2)

(14.3)

%

Share-based accounting charge

7.3 

7.4 

(0.2)

(2.2)

%

Post-combination compensation charge

2.8 

3.4 

(0.6)

(17.3)

%

Change in fair value of contingent consideration

6.3 

1.0 

5.3 

541.0 

%

Gain on bargain purchase, net of deferred taxes

(0.1)

— 

(0.1)

— 

Adjusted EBITDA incl. M&A expenses

$

10.9 

$

8.4 

$

2.5 

29.7 

%

M&A Expenses

0.3 

0.2 

0.1 

29.3 

%

Adjusted EBITDA

11.2 

8.6 

2.6 

29.7 

%

Adjusted EBITDA Margin

22.3 

%

21.9 

%

0.4 

pts

Financial Results

•In the three months ended March 31, 2026, revenue increased by 27.5% to $50.1 million, with organic growth contributing 5.1%, and the balance primarily driven by the two acquisitions, TrailRunner International, LLC (“TrailRunner”) (2025 Q2) and Pine Cove Strategies, LLC (“Pine Cove”) (2025 Q3).

•GAAP net losses increased from $10.6 million in three months ended March 31, 2025, to $11.5 million in three months ended March 31, 2026. The loss is primarily attributable to the $7.3 million in share-based accounting charge stemming from the 2021 UK IPO and the treatment of acquisitions in our accounts, related to the change in fair value of contingent consideration and post combination compensation charges.

•The increase in net loss during the three months ended March 31, 2026 was driven by an increase in the change in fair value of contingent consideration of $5.3 million resulting from the non-cash remeasurement of acquisition-related earn-out liabilities based on updated performance forecasts and valuation assumptions. This was partially offset by a related $0.6 million decrease in post-combination compensation charges, as well as by a $1.4 million decrease in income tax expense and a positive balance between revenue growth versus growth in cost of services and salaries, general and administrative expenses.

22

•Adjusted EBITDA was at $11.2 million, up 29.7% as compared to three months ended March 31, 2025, with a 22.3% margin.

•Adjusted Net Income of $7.4 million was up 100.5% as compared to prior year, driven by our increase in revenue and higher Adjusted EBITDA as well as a favorable effective tax rate of 27.1% for three months ended March 31, 2026 as compared to an effective tax rate of 52.9% for the three months ended March 31, 2025.

•Adjusted EPS fully diluted of $0.25 was up $0.11 or 74.5%, with fully diluted share count increasing by 14.9% as a consequence of the recent 2026 U.S. IPO.

•PPHC's net cash flows used in operating activities amounted to $11.7 million, representing a decrease of $3.0 million when compared to $8.6 million in 2025 Q1. Adjusted Free Cash Flow decreased to $(10.3) million as compared to $3.2 million in 2025. The negative cashflow in Q1 is typical as the Company pays bonuses during this quarter, resulting in a reduction of its Accounts Payable balances. This year this was exacerbated by a $13.1 million increase in Accounts Receivable resulting from the inclusion of the 2025 acquisitions as well as slower collections.

EPS and Adjusted EPS, fully diluted for the three months ended March 31, 2026 and 2025, were as follows:

Three months ended March 31,

2026

2025

GAAP

Adjustments(1)

Non-GAAP

GAAP

Adjustments

Non-GAAP

Net loss and Adjusted Net Income

$

(11.5)

$

18.9 

$

7.4 

$

(10.6)

$

14.3 

$

3.7 

Adjustments to Net Income

Amortization of intangible assets

1.6 

1.3 

Share-based accounting charge

7.3 

7.4 

Post-combination compensation charge

2.8 

3.4 

Change in fair value of contingent consideration

6.3 

1.0 

Long-term incentive program expense

1.0 

1.1 

Gain on bargain purchase price

(0.1)

— 

$

18.9 

$

14.3 

Weighted average number of shares outstanding

-Common Shares

23,301,135

16,903,655

-Legally outstanding shares

27,610,190

23,978,176

-Fully Diluted

29,294,654

25,501,023

Earnings per share (EPS, $), based on

-Common Shares

(0.49)

$

(0.63)

-Legally outstanding shares

$

0.27 

0.15 

-Fully Diluted

$

0.25 

0.14 

(1)Table may not sum due to immaterial rounding differences

Segment Results of Operations

As discussed in Note 7. Segment Reporting, we have three reportable segments as of March 31, 2026, Government Relations Consulting, Corporate Communications & Public Affairs Consulting and Compliance and Insights Services. The results of operations of our segments are as follows(1):

23

Three months ended March 31,

2026

2025

Change

% Change

Government Relations Consulting

Revenue

$

28.4

$

26.2

$

2.2

8.4 

%

Staff costs

12.9

12.6

0.3

2.4 

%

Non-staff costs

2.6

2.1

0.5

23.9 

%

Segment Adjusted Pre-Bonus EBITDA

12.9

11.5

1.4

12.2 

%

Segment Adjusted Pre-Bonus EBITDA Margin

45.5 

%

43.9 

%

1.5 

pts

Corporate Communications & Public Affairs Consulting

Revenue

18.3

10.0

8.3

82.7 

%

Staff costs

11.0

6.3

4.7

73.7 

%

Non-staff costs

2.5

1.5

1.1

73.3 

%

Segment Adjusted Pre-Bonus EBITDA

4.8

2.2

2.6

114.1 

%

Segment Adjusted Pre-Bonus EBITDA Margin

26.2 

%

22.4 

%

3.8 

pts

Compliance and Insights Services

Revenue

3.5

3.1

0.3

10.8 

%

Staff costs

1.5

1.3

0.2

11.5 

%

Non-staff costs

0.3

0.1

0.1

81.5 

%

Segment Adjusted Pre-Bonus EBITDA

1.7

1.7

0.1

4.3 

%

Segment Adjusted Pre-Bonus EBITDA Margin

50.2 

%

53.4 

%

(3.1)

pts

Total

Revenue

50.1

39.3

10.8

27.5 

%

Segment Adjusted Pre-Bonus EBITDA

19.4

15.4

4.0

26.1 

%

Segment Adjusted Pre-Bonus EBITDA margin

38.8 

%

39.2 

%

(0.4)

pts

Unallocated bonus expense

(3.9)

(3.1)

(0.8)

(23.9)

%

Unallocated corporate costs

(4.4)

(3.7)

(0.7)

(19.4)

%

Adjusted EBITDA

$

11.2

$

8.6

$

2.6

29.8 

%

Adjusted EBITDA Margin

22.3 

%

21.9 

%

0.4 

pts

(1)Table may not sum due to immaterial rounding differences.

The staff costs for the three months ended March 31, 2026 for the Gove

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2026-03-31. Report date: 2025-12-31.

ITEM 7.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following, Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), summarizes the significant factors affecting the operating results, financial condition and liquidity, and cash flows of the Company as of and for the years ended December 31, 2025, and 2024 . This MD&A should be read in conjunction with our consolidated financial statements, the accompanying notes to the consolidated financial statements and the other financial information included in this Annual Report on Form 10-K. Except for historical information, the matters discussed in this MD&A contain various forward-looking statements that involve risks and uncertainties and are based upon judgments concerning various factors beyond our control. Our actual results could differ materially from those anticipated in these forward-looking statements. All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made, except as required by applicable law. Certain monetary amounts, percentages and other figures included in this MD&A have been subject to rounding adjustments. 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.

Overview

Public Policy Holding Company, Inc. ("we," "us," "our," "PPHC," or the "Company") through our wholly-owned subsidiaries, operates a portfolio of firms that offer global strategic communications services, including government relations, corporate communications and public affairs. Engaged by over 1,400 clients, including companies, trade

40

Table of Contents

associations and non-governmental organizations, we are active in all major sectors of the economy, including healthcare and pharmaceuticals, financial services, energy, technology, telecoms and transportation. Our services help clients to enhance and defend their reputations, advance policy goals, manage regulatory risk and engage with federal and state-level policy makers, stakeholders, media and the public in multiple jurisdictions and with diverse and complementary capabilities.

Since our inception in 2014, we have acquired and integrated numerous businesses specializing in key facets of strategic communications, including government relations, public affairs, research, crisis management, investor relations and creative communications delivery. Under the PPHC holding company, we now operate as 12 member companies in the United States (“US” or "U.S.") and the United Kingdom (“UK”), with expanding reach into Europe and parts of Asia and the Middle East. These 12 member companies include Crossroads, Forbes Tate, Seven Letter, O’Neill, Alpine, KP, MultiState, Concordant, Lucas, Pagefield, TrailRunner, and Pine Cove.

We operate in large growing markets that we believe provide us significant opportunity for continued growth. We estimate our total addressable market (“TAM”) in 2024 was in excess of $20.0 billion, comprising $4.4 billion of disclosed federal lobbying expenditure, an estimated $2.2 billion of partially disclosed total US state-based lobbying expenditure, an estimated $5.6 billion global public affairs spend, and an estimated $8.4 billion global corporate communications spend. The latter, which covers corporate, crisis, and financial communications, became part of our offering with the 2025 acquisition of TrailRunner. We believe this segment may be larger than $8.4 billion, though it is difficult to quantify given that industry metrics often combine it with broader public relations categories—such as marketing communications—that PPHC does not provide.

We have built a scalable platform which also creates cross-selling and referral opportunities. We provide our companies with a scalable platform for growth, providing uniform and efficient financial infrastructure, legal services, human resources, compliance and administration at the parent company level. We also incentivize cross-company selling, talent referrals and effective conflict management remedies across our client portfolio.

We have grown our geographical reach and practice capabilities to provide clients a full range of services through multiple member companies. Our evolution to date is the result of a careful and methodical strategy to build a unique service platform to simplify and more effectively address global client challenges and opportunities in an increasingly fragmented and accelerated policy and communications landscape. This growth strategy is predicated on adding both geographic reach for clients and a complete set of asset capabilities to bring the client the ability to synthesize and simplify the best in class practices to address policy and reputational issues. Leveraging deep policy and issue expertise derived from our original core government relations member companies, first established in 2014, we now work with clients to provide the full-spectrum of strategic communications, including government affairs, public affairs, issues and crisis communications, financial communications and corporate and institutional reputation management needs.

Building on the globalization of public policy and reputation challenges, our founders and many of our senior managers operate in Washington, DC, and have past careers and/or close professional ties to the US executive branch, Congress and regulatory authorities over a period of more than 30 years. Other leaders operate principally at the state or regional level, drawing on decades of experience, deep community ties and relationships with key stakeholders in key markets, including California, Texas and New York. With the acquisition of Pagefield in June 2024 and TrailRunner in April 2025, we have expanded our operations to London, Shanghai, Abu Dhabi and Dubai, giving us truly global reach. We continue to look for opportunities to broaden the geographic scope of our services both domestically and abroad.

Adding complementary practice capabilities to augment geographic coverage, our business comprises three reporting segments—Government Relations Consulting, Corporate Communications & Public Affairs Consulting and Compliance and Insights Services—corresponding to the different types of strategic communications services our member companies provide to our clients:

•Government Relations Consulting services include advocacy, strategic guidance, political intelligence and issue monitoring at the United States federal and state levels and internationally through our offices in London;

•Corporate Communications & Public Affairs Consulting services include crisis communications, community relations, social and digital media, public opinion research, branding and messaging, relationship marketing and litigation support; and

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

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Table of Contents

As of December 31, 2025, we had approximately 1,400 active client relationships, which were highly diversified with the top 10 PPHC clients representing 9.2% of revenue in 2025 versus 8.7% at the end of the year ended December 31, 2024. We have no single client representing more than 2.1% of overall revenues for the year ended December 31, 2025. Our client base includes corporate, trade association and non-profit client organizations across a range of industries. Our client portfolio includes clients in the healthcare and pharmaceuticals, defense and aerospace, agriculture, financial services, energy, technology, telecom and transportation sectors. We also have a track record of high client retention, with an average annual renewal rate of approximately 77.4% and an average revenue retention rate of 85.5% between 2020 to 2025.

From January 1, 2018 to December 31, 2025, we achieved revenue growth of 27.6% CAGR, with organic revenue growth of 15.0% CAGR over the same period.

Financial Results

•In the year ended December 31, 2025, Revenue increased by 24.7% to $186.5 million, with organic growth contributing 6.2% and the balance driven by four acquisitions made in 2024 and 2025.

•GAAP Net losses increased from $(24.0) million in 2024 to $(39.0) million in 2025, the losses primarily being the result of a $29.6 million share based accounting charge stemming from the UK IPO and the treatment of acquisitions in our accounts. The increase in loss in 2025 was driven by a $9.7 million increase in post-combination compensation charges primarily stemming from the Lucas, Pagefield, TrailRunner and Pine Cove acquisitions, a $9.1 million impairment charge related to Pagefield's intangibles and goodwill, and an increase of $3.2 million in the change in fair value of contingent consideration.

•Adjusted EBITDA was at record level of $45.4 million, up 17.7% as compared to prior year, achieved at a 24.3% margin.

•Adjusted Net Income of $36.6 million was up 32.1% as compared to prior year that includes an increase in finance costs offset by a more favorable effective tax rate.

•Adjusted EPS fully diluted of $1.39 was up $0.27 or 24.7%, with fully diluted share count increasing by 5.9%.

•PPHC's cash generation remains robust with net cash flows provided by operating activities increasing by $8.4 million to $24.8 million while Adjusted Free Cash Flow increased to $36.9 million as compared to $22.2 million in 2024, reflecting strong cash conversion helped by diligent working capital management.

Years ended December 31,

2025

2024

$ Change

% Change

Revenue

$

186.5

$

149.6 

$

37.0 

24.7 

%

Net loss

$

(39.0)

$

(24.0)

$

(15.0)

62.5 

%

Adjusted EBITDA

$

45.4

$

38.6

$

6.8 

17.7 

%

Adjusted EBITDA margin

24.3%

25.8%

(1.5)

pts

Adjusted net income

$

36.6

$

27.7

$

8.9 

32.1 

%

Basic and diluted loss per share

$

(2.37)

$

(2.34)

$

(0.03)

(1.3)

%

Adjusted EPS fully diluted

$

1.39

$

1.11

$

0.27 

24.7 

%

Dividend paid, per share

$

0.344

$

0.702 

$

(0.358)

(51.0)

%

Cash and cash equivalents at end of period

$

20.4

$

14.5 

$

5.9 

40.6 

%

Net debt at period-end

$

(26.6)

$

(17.5)

$

(9.0)

51.6 

%

(1) Refer to the Non-GAAP Financial Measures section below for our definition of the non-GAAP measures.

Recent Developments

Refer to Item 8. Financial Statements and Supplementary Data, Note 19 - Subsequent Events of this Form 10K.

Comparison of the years ended December 31, 2025 and December 31, 2024

Results of Operations

Amounts presented in the tables below are in millions, except percentages, share and per share data and unless otherwise noted.

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Table of Contents

The table below presents the detailed components of our income statement:

Income Statements

Twelve months ended December 31,

2025

2024

% Variance

$ Variance

Revenue

$

186.5 

$

149.6 

24.7 

%

$

37.0 

Operating expenses:

Staff cost - direct

92.1 

75.6 

21.8 

%

16.5 

Share based accounting charge - direct

26.7 

26.6 

0.4 

%

0.1 

Long term incentive program charges - direct

6.0 

3.3 

81.4 

%

2.7 

Post-combination compensation - direct

21.3 

11.6 

83.4 

%

9.7 

Bonus - direct

14.7 

9.5 

55.8 

%

5.3 

Salaries and other personnel costs

160.8 

126.6 

27.0 

%

34.2 

Amortization expense – technology

0.6 

0.6 

— 

%

— 

Office costs

6.5 

5.1 

28.3 

%

1.4 

Office and other direct costs

7.1 

5.7 

25.5 

%

1.4 

Cost of services

167.9 

132.3 

26.9 

%

35.6 

Staff cost - indirect

7.5 

6.1 

22.0 

%

1.3 

Share based accounting charge - indirect

3.0 

5.2 

(42.7)

%

(2.2)

Long term incentive program charges - indirect

1.0 

0.8 

25.5 

%

0.2 

Non-staff costs

18.3 

13.8 

32.9 

%

4.5 

Bonus - indirect

2.0 

0.9 

115.7 

%

1.1 

Salaries, general and administrative

31.8 

26.8 

18.5 

%

5.0 

Mergers and acquisitions expense

0.8 

2.4 

(65.6)

%

(1.6)

Amortization

5.5 

4.1 

33.5 

%

1.4 

Depreciation

0.2 

0.1 

41.2 

%

0.1 

Depreciation and amortization expense

5.7 

4.2 

33.7 

%

1.4 

Loss on impairment of intangible assets

2.9 

— 

— 

2.9 

Loss on impairment of goodwill

6.2 

— 

— 

6.2 

Change in fair value of contingent consideration

5.1 

1.9 

169.5 

%

3.2 

Total operating expenses

220.5 

167.7 

31.4 

%

52.7 

Loss from operations

(33.9)

(18.2)

86.8 

%

(15.8)

Gain on bargain purchase

2.0 

2.5 

(17.1)

%

(0.4)

Other income, net

0.6 

— 

— 

0.6 

Interest income

0.1 

0.2 

(54.2)

%

(0.1)

Interest expense

(3.4)

(1.9)

79.0 

%

(1.5)

Net loss before income taxes

(34.6)

(17.4)

98.8 

%

(17.2)

Income tax expense

4.4 

6.5 

(32.8)

%

(2.1)

Net income

$

(39.0)

$

(24.0)

62.8 

%

$

(15.0)

Revenue

We generate substantially all of our revenue by providing consulting services related to Government Relations, Corporate Communications and Public Affairs Consulting and Compliance and Insights Services, primarily through fixed-fee arrangements whereby the client pays a fixed monthly retainer or subscription amount in exchange for a predetermined set of professional services. We recognize retainer revenue over time by measuring the progress toward complete satisfaction of the performance obligation. We also generate a smaller portion of our revenue from project-specific revenues which was generally between 5% and 10% of total revenue in the years ended December 31, 2025 and 2024.

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Table of Contents

The components of fluctuations in revenue by reportable segment for the years ended December 31, 2025 and 2024 were as follows:

Years ended December 31,

2025

2024

Revenue from acquisitions

Organic revenue

Total revenue

Total revenue

Organic Revenue Growth(1)

Total Growth

Government Relations Consulting

$

2.3 

$

106.2 

$

108.5 

$

102.5 

3.6 

%

5.9 

%

Corporate Communications & Public Affairs Consulting

25.4 

39.7 

65.1 

36.4 

8.9 

%

78.7 

%

Compliance and Insights Services

— 

13.0 

13.0 

10.7 

21.5 

%

21.5 

%

Total

$

27.7 

$

158.9 

$

186.5 

$

149.6 

6.2 

%

24.7 

%

(1) Refer to the Non-GAAP Financial Measures section below for the Company’s definition of Organic Revenue Growth.

Our total revenue increased 24.7%, to $186.5 million for the year ended December 31, 2025 compared to $149.6 million for the year ended December 31, 2024, with Organic Revenue Growth contributing 6.2% of growth.

This performance was supported by increased client demand, particularly within our Compliance and Insights Services segment as well as Corporate Communications & Public Affairs segment, combined with sustained demand for Government Relations Consulting. These increases demonstrate the stability of the Company’s core business operations, the dedication of our management teams across our member companies, and the critical importance of our work to our clients, with the balance of growth driven by the successful integrations of two Q2 2024 acquisitions, Lucas and Pagefield, which have meaningfully contributed to the Company’s financial performance in 2025 as well as the Q2 2025 acquisition of TrailRunner and the Q3 2025 acquisition of Pine Cove.

Organic growth of 6.2% for the year ended December 31, 2025 was primarily attributable to the strong organic growth in Compliance and Insights Services at 21.5%, as a result of high renewal rates, price increases, and new clients wins, all together reflective of a unique and high value-added offering together with our increased organic growth in both our Corporate Communications & Public Affairs segment at 8.9% and Government Relations segment at 3.6%.

During the year ended December 31, 2025, 58.1% of the Company’s revenues were attributable to our Government Relations segment as compared to 68.5% during the year ended December 31, 2024. That decrease was offset by the revenues attributable to our Corporate Communications & Public Affairs segment, which increased substantially to 34.9% during the year ended December 31, 2025 compared to 24.3% in the prior year; 7.0% of our total revenues were from our Compliance and Insights Services segment, a slight decrease as compared to the previous year of 7.2%.

Our Government Relations Consulting segment’s revenue increased by 5.9%, to $108.5 million for the year ended December 31, 2025, compared to $102.5 million as reported for the year ended December 31, 2024. These increases reflect Organic Revenue Growth of 3.6%, for the year ended December 31, 2025 in tandem with the acquisitions of Pagefield (completed in 2024 Q2) and Pine Cove (completed in 2025 Q3).

Our Corporate Communications & Public Affairs Consulting segment’s revenue increased by 78.7% to $65.1 million for the year ended December 31, 2025, compared to $36.4 million for the year ended December 31, 2024. These increases reflect Organic Revenue Growth of 8.9% for the year ended December 31, 2025, a result of a strong rebound from a soft first half of 2024, in tandem with the acquisitions of Pagefield, Lucas (both completed in 2024 Q2) and TrailRunner (completed in 2025 Q2).

Our Compliance and Insight Services segment’s revenue grew by 21.5% to $13.0 million for the year ended December 31, 2025, compared to $10.7 million for the year ended December 31, 2024. 100% of this growth was organic, driven by increasing demand for specialized services, including compliance, grant writing, and research-driven policy insights, and characterized by high renewal rates, favorable pricing and new clients wins, all together reflective of a unique and high value-added offering.

For the year ended December 31, 2025, we generated $8.9 million, or 4.8% of our total revenue, outside of the US, as compared to $4.1 million, or 2.7% for the year ended December 31, 2024, being a result of our growing international presence resulting from our Pagefield and TrailRunner acquisitions.

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Table of Contents

Cost of Services

The table below presents the components of cost of services:

Years Ended December 31,

2025

2024

$ Change

% Change

Salaries and other personnel costs

Staff cost - direct

$

92.1 

$

75.6 

$

16.5 

21.8 

%

Share based accounting charge - direct

26.7 

26.6 

0.1 

0.4 

%

Long term incentive program charges - direct

6.0 

3.3 

2.7 

81.4 

%

Post-combination compensation - direct

21.3 

11.6 

9.7 

83.4 

%

Bonus - direct

14.7 

9.5 

5.3 

55.8 

%

Total salaries and other personnel costs

160.8 

126.6 

34.2 

27.0 

%

Office and other direct costs

Amortization developed software

0.6 

0.6 

— 

— 

Office costs

6.5 

5.1 

1.4 

28.3 

%

Total office and other direct costs

7.1 

5.7 

1.4 

25.5 

%

Cost of services

$

167.9 

$

132.3 

$

35.6 

26.9 

%

Salaries and other personnel costs represent our largest component of cost of services. Its principal components include employee salaries and benefits, share-based accounting charges, long term incentive program charges, post-combination compensation expense, and employee bonuses from operations that deliver services to our clients. For the year ended December 31, 2025, salaries and other personnel costs increased by 27.0% to $160.8 million compared to $126.6 million for the year ended December 31, 2024. Of the $34.2 million increase, $20.9 million was driven by the acquisitions of TrailRunner and Pine Cove in 2025 as well as an increase of $3.8 million from Lucas and Pagefield as they were acquired in Q2 2024; the remaining increases were driven by targeted hiring in tandem with revenue growth across all three segments to support our growing business. Long-term incentive program ("LTIP") charges were $6.0 million for the year ended December 31, 2025 compared to $3.3 million for the year ended December 31, 2024 primarily a result of the program reaching its steady state level and the majority of the three year vesting completed in 2025. Our post-combination compensation expense increased by 83.4% year over year, also a result of our 2024 and 2025 acquisitions. Annual bonus amounts were $14.7 million for the year ended December 31, 2025 compared to $9.5 million for the year ended December 31, 2024; These bonus amounts represent annual bonus payments paid as compensation for services to senior executives and employees based on the Company’s performance, the relative performance of the member company and for the individuals meeting their performance goals.

Office and other direct costs also represent a component of cost of services. Its principal component includes operating lease expense for premises leased by the Company’s member and holding companies. Office and other direct costs increased by 25.5% in the year ended December 31, 2025 to $7.1 million, compared to $5.7 million for the year ended December 31, 2024, resulting from the additional office spaces associated with the acquisitions of Lucas, Pagefield, Pine Cove and TrailRunner.

Salaries, general and administrative expenses

The table below presents the components of general and administrative expenses:

Years Ended December 31,

2025

2024

$ Change

% Change

Non-staff costs

$

18.3 

$

13.8 

$

4.5 

32.9 

%

Staff cost - indirect

7.5 

6.1 

1.3 

22.0 

%

Share based accounting charge - indirect

3.0 

5.2 

(2.2)

(42.7)

%

Bonus - indirect

2.0 

0.9 

1.1 

115.7 

%

Long term incentive program charges - indirect

1.0 

0.8 

0.2 

25.5 

%

Salaries, general and administrative

$

31.8 

$

26.8 

$

5.0 

18.5 

%

Salaries, general and administrative expenses’ principal components comprise general and administrative expenses, employee salaries, share-based accounting charges, long term incentive program charges, post-combination compensation expense, US and UK public company costs and related costs, advisory costs, benefits and bonuses of employees employed

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Table of Contents

in our corporate function. Salaries, general and administrative expenses increased 18.5% in the year ended December 31, 2025, to $31.8 million, compared to $26.8 million for the year ended December 31, 2024, reflecting investments in the Company’s holding company in preparation for our US IPO in building out a robust and experienced team to support our new reporting requirements, increases in costs of advisors and auditors related to the US IPO, and additional costs such as valuation experts associated with the Lucas, Pagefield, TrailRunner and Pine Cove acquisitions. Additionally, the share-based accounting charge decreased by $2.2 million in the year ended December 31, 2025 a result of the accelerated vesting of retained Pre-UK IPO shares for a single executive upon retirement from the Company during the year ended December 31, 2024.

Mergers and acquisitions expense

The principal components of mergers and acquisitions expense include legal, audit and other advisory expenses, transaction taxes such as UK stamp duty related to acquisitions made in the UK, and debt origination costs. Mergers and acquisitions expense decreased by 65.6% in the year ended December 31, 2025, to $0.8 million, compared to $2.4 million in the year ended December 31, 2024, reflecting the reduction in costs from the relatively high 2024 costs associated with the acquisitions of Lucas and Pagefield, the latter representing the Company’s first non-US acquisition. During 2025, the Company utilized less external resources for the TrailRunner and Pine Cove acquisitions.

Loss of impairment of intangible assets

Loss of impairment of intangible assets for 2025 was $2.9 million as compared to zero for the year ended December 31, 2024. Refer to Note 6. Goodwill And Intangible Assets.

Loss on impairment of goodwill

Loss on impairment of goodwill for 2025 was $6.2 million as compared to zero for the year ended December 31, 2024. Refer to Note 6. Goodwill and Intangible Assets.

Depreciation and amortization expense

The table below presents the components of depreciation and amortization expense:

Years Ended December 31,

2025

2024

Cost of services

Amortization – technology

$

0.6 

$

0.6 

Charged to cost of services

0.6 

0.6 

Depreciation and amortization expense

Amortization – customer relations companies acquired

4.8 

3.7 

Amortization – non-compete companies acquired

0.7 

0.4 

Depreciation

0.2 

0.1 

Charged to depreciation and amortization expense

5.7 

4.2 

Total depreciation and amortization expense

$

6.2 

$

4.8 

The principal components of depreciation and amortization expense include the amortization of intangible assets relating to customer relationships, developed technology, and non-compete contracts. Depreciation and amortization expense increased by 29.8% in the year ended December 31, 2025, to $6.2 million, compared to $4.8 million in the year ended December 31, 2024, reflecting additional costs associated with the acquisitions of Lucas, Pagefield and TrailRunner.

Change in fair value of contingent consideration

Change in fair value of contingent consideration represents changes in the obligations relating to historical acquisitions, to the extent those obligations are not subject to vesting or claw-back provisions. The contingent consideration represents a liability is settled through a combination of cash and shares of our Common Stock based on the respective purchase agreement and the amount ultimately paid is dependent on the achievement of certain operating results. Change in fair value of contingent consideration increased by 169.5% in the year ended December 31, 2025, to $5.1 million, compared to $1.9 million in the year ended December 31, 2024, reflecting a combination of changes in the outlook of companies already under earnout prior to year end such as MultiState, KP, Lucas and Pagefield.

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Table of Contents

Gain on bargain purchase

Gain on bargain purchase comprises of the difference between the fair value of the net identifiable assets acquired and the purchase price paid, where the purchase price is lower than the fair value of the acquired assets. There was a $2.0 million gain on bargain purchase for the year ended December 31, 2025 resulting from the 2025 acquisition of TrailRunner and Pine Cove compared to $2.5 million in the year ended December 31, 2024 resulting from the 2024 acquisition of Lucas Public Affairs.

Interest income

Interest income represents the interest income accrued on interest bearing accounts and financial instruments. Interest income decreased by 54.2% in the year ended December 31, 2025, to $0.1 million, compared to $0.2 million in the year ended December 31, 2024, reflecting a decrease in interest earned on loans made to certain Alpine employees.

Interest expense

Interest expense represents the interest expense incurred under our Term Loans as defined in Item 8. Financial Statements, Note 9 - Notes Payable, which includes a description under “—Liquidity and Capital Resources—Financial Obligations". Interest expenses includes cash interest and debt discount amortization amounts. Interest expense increased by 79.0% in the year ended December 31, 2025, to $3.4 million, compared to $1.9 million in the year ended December 31, 2024, reflecting interest on increased principal amounts that are associated with new Term Loans with financial institutions in 2025.

Non-GAAP Financial Measures

Our management uses a variety of financial and operating metrics to analyze our performance. These metrics are significant factors in assessing our operating results and profitability. These financial and operating metrics include Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBITDA Including M&A expense, Adjusted net income, Adjusted EPS basic, Adjusted EPS fully diluted, Organic Revenue Growth, and Adjusted Free Cash Flow which are financial measures not recognized under US GAAP.

These non-GAAP financial measures are used by management to measure our operating performance, but may not be directly comparable to similar measures, such as EBITDA or Adjusted EBITDA, relied on or reported by other companies, including other companies in our industry. We believe excluding items that neither relate to the ordinary course of business nor reflect our underlying business operating performance, such as equity-based compensation, the amortization of acquired intangible assets, acquisition-related post-combination compensation and contingent consideration, gains on bargain purchase price, interest and tax enables meaningful period-to-period comparisons of our operating performance. We also use these non-GAAP financial measures when publicly providing our business outlook, for internal management purposes, and as a basis for evaluating potential acquisitions and dispositions.

We believe that the exclusion of equity-based compensation expense such as stock options, RSAs, RSUs and equity-based compensation related to retained Pre-UK IPO shares granted in relation to our listing on the London Stock Exchange, is appropriate because it eliminates the impact of non-cash expenses for equity-based compensation costs that are based upon valuation methodologies and assumptions that can vary significantly over time due to factors that are (i) unrelated to our core operating performance, and (ii) can be outside of our control. Although we exclude equity-based compensation expenses from our non-GAAP measures, equity compensation has been, and will continue to be, an important part of our future compensation and retention strategy and a significant component of our future expenses that may increase in future periods. Additionally, we believe the exclusion of compensation expense related to share appreciation rights, which are cash settled, is unrelated to our core operating performance in addition to the fact that share appreciation rights are no longer part of our compensation plans going forward.

We define Adjusted EBITDA, which is a non-GAAP financial measure, as consolidated net loss before depreciation, interest income, interest expense, income tax expense, mergers and acquisitions (“M&A”) expenses, long-term incentive program charges, share-based accounting charges, post-combination compensation charges, impairment, change in fair value of contingent consideration, gain on bargain purchase price net of deferred taxes and amortization of intangible assets. Adjusted EBITDA Incl. M&A expense we define as net loss before depreciation, interest income, interest expense, income tax expense, long-term incentive program charges, share-based accounting charges, post-combination compensation charges, change in fair value of contingent consideration, gain on bargain purchase price net of deferred taxes and amortization of intangible assets. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue. We believe that these non-GAAP financial measures, when considered together with our GAAP financial results and GAAP financial measures, provide management and investors with a more complete understanding of our operating

47

Table of Contents

results, including underlying trends. While our Adjusted EBITDA may not be directly comparable to the EBITDA or other measures used by others, we believe it helps provide a clearer picture of the underlying performance of the business by removing certain expenses tied to specific historical acquisitions, including post-combination compensation charges, as well as non-cash charges such as depreciation and amortization of intangibles. Additionally, we believe that Adjusted EBITDA provides investors and management with operating results that reflect our core operating activity of serving clients by removing the highly variable M&A costs expenditure.

We define Adjusted Net Income, which is a non-GAAP financial measure, as consolidated net loss before long-term incentive program charges, share-based accounting charges, post-combination compensation charges, change in fair value of contingent consideration, impairment, gain on bargain purchase price net of deferred taxes and amortization of intangible assets. We use Adjusted Net Income for the purpose of calculating Adjusted Earnings per Share ("Adjusted EPS", being referenced as either "Adjusted EPS, basic" or "Adjusted EPS, fully diluted"). Management uses Adjusted EPS diluted to assess total group operating performance on a consistent basis. We define Adjusted Net Income as net income excluding the impact of long-term incentive program charges, share-based accounting charges, post-combination compensation charges, change in fair value of contingent consideration, gain on bargain purchase price net of deferred taxes and amortization of intangible assets. We believe that these non-GAAP financial measures, when considered together with our GAAP financial results and GAAP financial measures, provide management and investors with a clearer picture of our underlying business operating results.

We define Adjusted Free Cash Flow, which is a non-GAAP financial measure, as net cash provided by operating activities less cash payments for purchases of property and equipment and less acquisition related payouts classified in operating cash flows specifically changes in prepaid post combination payments, changes in other liability (liability classified earnout obligations) and changes in contingent consideration. We believe this non-GAAP financial measure, when considered together with our GAAP financial results, provides management and investors with useful supplemental information on our ability to generate cash for ongoing business operations and capital deployment.

We define Net Cash (Debt) as total unrestricted cash and cash equivalents less the total principal amount of debt outstanding. The total principal amount of debt outstanding is comprised of the long-term debt and current maturities of long-term debt as presented in our consolidated balance sheets adding back any debt issuance costs. We believe that the presentation of Net Cash (Debt) provides useful information to investors because our management reviews Net Cash (Debt) as part of our oversight of overall liquidity, financial flexibility and leverage.

We define Organic Revenue Growth as the year-over-year revenue growth excluding revenues from acquired businesses for the first twelve months following the date of acquisition. For purposes of this calculation, the revenue of an acquired business is classified as acquired revenue and excluded from Organic Revenue Growth until the thirteenth month following the acquisition date. Beginning in the thirteenth month, the revenue from that acquisition is included in the Organic Revenue Growth comparison against the corresponding prior-year period. This approach ensures comparability by aligning revenue bases year-over-year and isolating the performance of our ongoing operations. We believe that Organic Revenue Growth is a useful supplemental metric for investors and management, as it provides a clearer view of underlying revenue trends excluding the impact of acquisition-related growth.

Executive Highlights

The table below presents the revenue, its growth, and other financial performance measures over the period 2018-2025. Results for the period 2018-2025 provides supplemental financial information prior to our initial registration with the SEC:

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Table of Contents

2018

2019

2020

2021

2022

2023

2024

2025

CAGR

2018-2025

Revenue

$

33.8 

$

55.5 

$

77.4 

$

99.3 

$

108.8 

$

135.0 

$

149.6 

$

186.5 

27.6 

%

Revenue growth (year over year)

28.0 

%

64.2 

%

39.5 

%

28.3 

%

9.6 

%

24.1 

%

10.8 

%

24.7 

%

Organic Revenue Growth

25.3 

%

32.5 

%

8.3 

%

24.4 

%

6.7 

%

2.0 

%

2.7 

%

6.2 

%

Net loss

$

(15.0)

$

(14.2)

$

(24.0)

$

(39.0)

Adjusted EBITDA(1)

$

31.5 

$

35.4 

$

38.6 

$

45.4 

Net loss margin

(13.8)

%

(10.6)

%

(16.0)

%

(20.9)

%

Adjusted EBITDA margin

29.0 

%

26.2 

%

25.8 

%

24.3 

%

Top 10 clients as % of total revenue

25.9 

%

17.9 

%

12.3 

%

14.7 

%

11.0 

%

10.8 

%

8.7 

%

9.2 

%

(1)We have presented Adjusted EBITDA from 2022 onwards only as, prior to 2022, we were formed as a partnership with profits being distributed to the partners.

The table below sets out the non-GAAP financial measures used by our management together, in each case, with the nearest comparable measure under GAAP.

As reported for the years ended December 31,

2025

2024

$ Change

% Change

Revenue

$

186.5

$

149.6

$

37.0 

24.7 

%

Net loss

$

(39.0)

$

(24.0)

$

(15.0)

(62.8)

%

Net loss margin

(20.9

%)

(16.0

%)

(4.9)

pts

Adjusted EBITDA

$

45.4 

$

38.6 

$

6.8 

17.7 

%

Adjusted EBITDA margin

24.3 

%

25.8 

%

(1.5)

pts

Adjusted Net Income

$

36.6 

$

27.7 

$

8.9 

32.1 

%

Net loss per share, basic and diluted

$

(2.37)

$

(2.34)

$

(0.03)

(1.4)

%

Adjusted EPS, diluted

$

1.39 

$

1.11 

$

0.27 

24.7 

%

Dividend per share

$

0.344 

$

0.702 

$

(0.358)

Net cash provided by operating activities

$

24.8 

$

16.4 

$

8.4 

51.0 

%

Adjusted Free Cash Flow

$

36.9 

$

22.2 

$

14.7 

66.1 

%

Cash and cash equivalents at end of period

$

20.4 

$

14.5 

$

5.9 

Net Debt at end of period

$

(26.6)

$

(17.5)

$

(9.0)

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Reconciliation of net loss and net loss margin to Adjusted EBITDA and Adjusted EBITDA margin

Years Ended December 31,

2025

2024

$ Change

% Change

Net loss

$

(39.0)

$

(24.0)

$

15.0 

38.6 

%

Net loss margin

(20.9)

%

(16.0)

%

(4.9)

pts

Adjustments:

Interest income

(0.1)

(0.2)

0.1 

(118.3)

%

Interest expense

3.4 

1.9 

1.5 

44.1 

%

Income tax expense

4.4 

6.5 

(2.1)

(48.8)

%

Loss on impairment of intangible assets

2.9 

— 

2.9 

— 

Loss on impairment of goodwill

6.2 

— 

6.2 

— 

Other expense

(0.6)

— 

(0.6)

— 

Depreciation and amortization

6.2 

4.8 

1.4 

22.9 

%

EBITDA

(16.5)

(10.9)

(5.7)

(34.2)

%

Long-term incentive program charges

7.1 

4.2 

2.9 

41.3 

%

Share-based accounting charge

29.6 

31.8 

(2.2)

(7.4)

%

Post-combination compensation charge

21.3 

11.6 

9.7 

45.5 

%

Change in fair value of contingent consideration

5.1 

1.9 

3.2 

62.9 

%

Gain on bargain purchase, net of deferred taxes

(2.0)

(2.5)

0.4 

(17.1)

%

Adjusted EBITDA incl. M&A expenses

$

44.5 

$

36.1 

$

8.4 

18.9 

%

M&A Expenses

0.8 

2.4 

(1.6)

(190.9)

%

Adjusted EBITDA

45.4 

38.6 

6.8 

15.0 

%

Adjusted EBITDA Margin

24.3 

%

25.8 

%

(1.5)

pts

Long-term incentive program charges relate to the Omnibus Incentive Plan under which options, stock appreciation rights, restricted stock units and restricted stock awards have been granted. The amortization of the fair value of share-based awards is recorded as an expense in the statement of operations with a portion recorded to salaries and other personnel costs within cost of services and a portion recorded to general and administrative costs.

Share-based accounting charges relate to the Pre-UK IPO shares retained by our executives at the time of the London Stock Exchange IPO in 2021, governed by their new Executive Employment Agreements entered into in 2021. Under these new Employment Agreements, the retained shares were made subject to a new vesting arrangement, and will vest in equal installments over five years, provided the executive remains employed. We record a share-based accounting charge for each vesting period, with the final charge to be recorded in the year ending December 31, 2026. The expense is recorded to cost of services or general and administrative expense depending on the role of the executive. These charges are distinct from normal personnel costs because these charges are uniquely tied to the vesting agreements at the time of the UK IPO, and do not represent a cash outflow of the Company.

Post-combination expense arises from certain acquisitions that have been completed since the UK IPO. In order to protect the interests of the Company, to a certain extent the cash and shares paid and payable as part of these transactions are made subject to vesting schedules that require continued employment. The addition of these provisions to purchase price paid and payable for an acquired business creates a post-combination compensation charge in accordance with accounting guidance under GAAP (ASC 805-10-55-25 - Business Combinations - Arrangements for Contingent Payments to Employees or Selling Shareholders). These charges are distinct from normal personnel costs because (i) these payments are directly tied to the acquisition of the respective company and prescribed within such purchase agreements (ii) these payments are incremental to the market rate compensation packages afforded to the same recipients (iii) the post-combination compensation is limited in time to the earnout period agreed at the point of acquisition of a company, and will no longer be an expense after the expiration of that earnout.

Change in fair value of contingent consideration arises from the remeasurement of contingent consideration relating to the business acquisitions of the Company. We exclude these costs, or gains, from calculating non-GAAP measures because (i) they are based upon valuation methodologies and assumptions that vary over time and are outside of our control and (ii) they are unrelated to our core operating performance.

Gain on bargain purchase, net of deferred taxes as a non-cash gain, have been excluded from the calculation of non-GAAP measures.

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M&A costs are comprised of costs incurred around the time of a business combination transaction, such as legal and professional fees, debt origination costs, and transaction-related taxes, directly incurred as a result of acquisitions. The exclusion of merger and acquisition-related costs provides investors with a clearer understanding of our core operating performance, as these costs are unrelated to our efforts to serve our clients and can vary significantly from period-to-period depending on the timing, size, and complexity of transactions, which can distort comparability of financial results over time.

EPS and Adjusted EPS, fully diluted for the years ended December 31, 2025 and 2024, were as follows:

Years Ended December 31,

2025

2024

GAAP

Adjustments(1)

Non-GAAP

GAAP

Adjustments

Non-GAAP

Net loss and Adjusted Net Income

$

(39.0)

$

75.6 

$

36.6 

$

(24.0)

$

51.7 

$

27.7 

Adjustments to Net Income

Amortization of intangible assets

6.0 

4.7 

Share-based accounting charge

29.6 

31.8 

Post-combination compensation charge

21.3 

11.6 

Change in fair value of contingent consideration

5.1 

1.9 

Long-term incentive program expense

7.1 

4.2 

Gain on bargain purchase price

(2.0)

(2.5)

 Loss on impairment of intangible assets

2.9 

— 

Loss on impairment of goodwill

6.2 

— 

Other income, net

(0.6)

— 

$

75.6 

$

51.7 

Weighted average number of shares outstanding

-Common Shares

17,466,665

13,409,160

-Legally outstanding shares

24,774,796

23,640,804

-Fully Diluted

26,438,978

24,954,426

Earnings per share (EPS, $), based on

-Common Shares

(2.37)

$

(2.34)

-Legally outstanding shares

$

1.48 

1.17 

-Fully Diluted

$

1.39 

1.11 

(1)Table may not sum due to immaterial rounding differences

The table below sets forth a reconciliation of net cash provided by operating activities to Adjusted Free Cash Flow.

Years Ended December 31,

2025

2024

$ Change

% Change

Net cash provided by operating activities

$

24.8 

$

16.4 

$

8.4 

51.0 

%

Prepaid post-combination expense

10.5 

4.6 

5.8 

125.4 

%

Change in other liability

1.7 

1.0 

0.7 

74.6 

%

Change in contingent consideration

— 

0.3 

(0.3)

(98.5)

%

Capex

— 

(0.1)

— 

(80.3)

%

Adjusted Free Cash Flow

$

36.9 

$

22.2 

$

14.7 

66.1 

%

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The table below sets forth a reconciliation of cash and cash equivalents at period-end to net debt at period-end.

December 31, 2025

December 31, 2024

$ Change

% Change

Cash and cash equivalents as of end of period

$

20.4 

$

14.5 

$

5.9 

40.6 

%

Notes payable, long-term, net

(37.9)

(26.0)

11.9 

45.7 

%

Notes payable, current portion, net

(9.1)

(6.0)

3.1 

50.6 

%

Net debt at period-end

$

(26.6)

$

(17.5)

$

9.0 

51.6 

%

Segment Results of Operations

As discussed in Note 17. Segment Reporting, we have three reportable segments as of December 31, 2025, Government Relations Consulting, Corporate Communications & Public Affairs Consulting and Compliance and Insights Services. The results of operations of our segments are as follows(1):

Years Ended December 31,

2025

2024

Change

% Change

Government Relations Consulting

Revenue

$

108.5

$

102.5

$

6.0

5.9 

%

Staff costs

50.2

47.3

2.8

6.0 

%

Non-staff costs

9.8

8.2

1.6

19.7 

%

Segment Adjusted Pre-Bonus EBITDA

48.5

46.9

1.6

3.4 

%

Segment Adjusted Pre-Bonus EBITDA Margin

44.7 

%

45.8 

%

(1.1)

pts

Corporate Communications & Public Affairs Consulting

Revenue

65.1

36.4

28.6

78.7 

%

Staff costs

37.4

23.4

14.0

59.6 

%

Non-staff costs

8.9

5.2

3.7

70.3 

%

Segment Adjusted Pre-Bonus EBITDA

18.8

7.8

11.0

141.7 

%

Segment Adjusted Pre-Bonus EBITDA Margin

28.9 

%

21.4 

%

7.5 

pts

Compliance and Insights Services

Revenue

13.0

10.7

2.3

21.5 

%

Staff costs

5.1

4.9

0.2

4.7 

%

Non-staff costs

0.8

0.7

0.1

8.3 

%

Segment Adjusted Pre-Bonus EBITDA

7.1

5.1

2.0

39.5 

%

Segment Adjusted Pre-Bonus EBITDA Margin

54.7 

%

47.7 

%

7.0 

pts

Total

Revenue

186.5

149.6

37.0

24.7 

%

Segment Adjusted pre-bonus EBITDA

74.5

59.8

14.6

24.5 

%

Segment Adjusted pre-bonus EBITDA margin

39.9 

%

40.0 

%

(0.1)

pts

Unallocated bonus expense

(16.7)

(10.4)

(6.3)

61.1 

%

Unallocated corporate costs

(12.4)

(10.9)

(1.5)

13.5 

%

Adjusted EBITDA

$

45.4

$

38.6

$

6.8

17.7 

%

Adjusted EBITDA Margin

24.3 

%

25.8 

%

(1.5)

pts

(1)Table may not sum due to immaterial rounding differences.

The staff costs for the year ended December 31, 2025 for the Government Relations Consulting segment increased by $2.8 million, of which $1.6 million was the result of the acquisitions of Pagefield and Pine Cove, while $1.2 million arose from increases in line with revenue. Furthermore, for the year ended December 31, 2025, the staff costs for the Corporate Communications & Public Affairs Consulting segment increased $14.0 million, of which $13.4 million reflects the acquisition of Lucas, Pagefield and TrailRunner.

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Government Relations Consulting Segment Adjusted Pre-Bonus EBITDA increased by $1.6 million, or 3.4% for the year ended December 31, 2025, with expense increases from acquisitions of Pagefield (2024 Q2), Pine Cove (2025 Q3) and trade receivable provisions offsetting the associated revenue increases.

Corporate Communications & Public Affair Consulting Segment Adjusted Pre-Bonus EBITDA increased by $11.0 million, or 141.7% for the year ended December 31, 2025, as a consequence of strong organic growth reflecting a rebound from the slower first six months in 2024, in tandem with the acquisitions of Pagefield, Lucas Public Affairs (both 2024 Q2) and TrailRunner International (2025 Q2).

Compliance and Insights Services Segment Adjusted Pre-Bonus EBITDA increased by $2.0 million, or 39.5% for the year ended December 31, 2025, respectively reflecting the strong pricing of subscription contracts in this area, in combination with the increased use of technology in servicing our clients.

Factors Affecting Our Results of Operations

Ongoing changes in policy, regulatory and political activity are driving demand for our services.

The size of the market for government relations services has generally grown over the past decade. Federal level lobbying increased at a CAGR of over 4.1% between 2014 and 2025. In general, changes in power - and the associated change in agendas – drive a need for clients to interact with government and voter constituencies on policy matters. In recent years this market growth was driven by historic levels of stimulus and infrastructure spending from the federal government during and immediately after the COVID years, increased focus on state and city lobbying, and active legislative agendas at all government levels. Also following the outcome of the 2025 United States elections, we have observed material new business activity in the United States driven by evolving United States tariff policies, tax policies, antitrust initiatives and an expected move toward deregulation of certain industries. These factors are applicable to all three of our segments.

The market for public affairs is complementary to that for government relations, and is believed to be larger. While the long-term growth trends for all of these markets are believed to be similar, in the short term. Public affairs is more susceptible to the swings of economic environment and timing of elections.

Since our inception, we have grown our business substantially through strategic acquisitions of other firms in our industry and expect to make additional acquisitions in the future.

Since our founding in 2014, we have acquired multiple businesses, which currently operate as 12 semi-autonomous companies. Following each successive acquisition, each new company has been integrated into our corporate structure and its financial position, cash flows and operating results subsequently consolidated in to our accounts and annual financial statements. Our revenue has grown significantly over the period since 2014 in part as a result of such consolidation as well organic growth. In the year ending December 31, 2024, we acquired Lucas and Pagefield; In the year ending December 31, 2025 we acquired TrailRunner and Pine Cove. We continue to actively seek to expand our portfolio of member companies internationally with strategically and financially attractive opportunities while adding complementary specializations. We believe that we can substantially grow our revenue in the coming years through a combination of such acquisitions and organic growth. Our ability to grow our revenues through further M&A activity, and to and achieve our desired EBITDA margins, will depend on a number of factors, including the availability of acquisition targets and our ability to negotiate favorable pricing and terms, factors which may in turn be impacted by market conditions, interest rates and the demand for services in our industry.

Limited Exposure to Shifts in Political Power

Since inception, our strategy has been to minimize reliance on the political orientation of the parties that control executive or legislative government bodies. To that end, each of our member companies operates with clients from across the political spectrum irrespective of their party affiliation. In addition, we do not engage in work for political campaigns. This approach is intended to ensure stability in our client base and mitigate the potential impact of changes in political leadership on our business operations.

Relatively low cyclicality of demand for lobbying services helps mitigate greater cyclicality in the public affairs and strategic communications market.

The level and variability of demand for lobbying services varies by industry, and the demand for lobbying services can be impacted by political developments such as proposed legislation affecting a particular industry or group. For example, in a given year, proposed soda taxes may result in increased lobbying spend by the beverage industry or legislation affecting

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Table of Contents

federal health care spending or reimbursements could boost lobbying spend by the healthcare and pharmaceutical industries. Overall, however, lobbying spend appears to be less correlated to the to the economic cycle, and has shown a relatively modest decline during recent recessions—for example, there was only a ~2% decline in active lobbyist positions during the 2008 recession.

By contrast, corporate allocations to public affairs are more exposed to cyclicality, for example through project-based fees, than government affairs. During an economic downturn, clients may be more likely to defer big public affairs projects and trim media spend. Increased public affairs spending in recent years has been driven by several key trends, including more advanced digital engagement capabilities and channels and heightened consumer and brand activism, but there can be no assurance that such trends will continue. We believe that our core lobbying relationships provide a strong foothold giving us access to client decision makers, and we have seen less cyclical variability in our related public relations revenues than our competitors that do not have integrated lobbying offerings.

There has been recent discussion in the financial press about a heightened risk of recession in the US or other global markets over the next 12 months. While, as noted, we would expect any resulting impact on the demand for our services to be felt primarily in our Corporate Communications & Public Affairs Consulting segment, and to be mitigated by the strength of our client relationships, a prolonged or severe downturn in the United States or global economy could negatively impact demand for lobbying and public affairs services and thus our revenues and results of operations.

Digital disruption and AI are likely to continue to affect the needs of our Strategic Communications and Public Affairs clients and the way we do business.

Work in our Government Relations Consulting segment has faced limited digital disruption to its core business model or service offering. Firms still largely operate in a traditional way based on relationships and face-to face interactions (physically or virtually). Digital content, communication and channels have, however, been a significant disruptor to the public relations industry as well as the strategic communications sector and have significantly changed the way that communications and advocacy are delivered. Data analytics knowledge and tools have become increasingly valuable and are more often than not required hiring criteria for all agency partners.

Liquidity and Capital Resources

Our primary sources of liquidity have been cash flows from operations and bank borrowings, and our principal uses of cash flows from operations include investment in strategic acquisitions and distributions to our shareholders.

Our ability to fund future acquisitions, capital expenditures and working capital, and to make scheduled payments of principal, or to pay the interest on, or to refinance, our indebtedness, will depend on our future performance and our ability to generate cash, which, to a certain extent, is subject to general economic, financial, competitive, legislative, legal, regulatory and other factors that are beyond our control. We believe that our cash flows from operating activities and bank borrowings will be sufficient to fund our anticipated acquisitions, capital expenditure, working capital requirements and debt service requirements as they become due.

Our working capital cycle typically peaks during the second quarter of the year due to the timing of payments for incentive compensation, income taxes and contingent purchase price obligations. In addition, we have contractual obligations related to our long-term debt (principal and interest payments), recurring business operations, primarily related to lease obligations, and acquisition-related obligations. Our principal discretionary cash spending includes dividend payments to common shareholders and strategic acquisitions. We have adjusted our dividend policy in January 2025, to propose to approximately halve the dividend paid per share in order to preserve capital for future M&A opportunities. We anticipate continuing to avail ourself of debt facilities, however management will continue to consider all available sources of capital.

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Table of Contents

Historical cash flows

The following table summarizes our cash flows, as reported in our accompanying consolidated financial statements:

Years Ended December 31,

2025

2024

$ Change

% Change

Net cash provided by operating activities

$

24.8 

$

16.4 

$

8.4 

51.0 

%

Net cash used in investing activities

(21.6)

(19.5)

(2.1)

10.7 

%

Net cash provided by financing activities

2.6 

3.3 

(0.8)

(23.6)

%

Effect of exchange rate changes on cash and cash equivalents

0.2 

(0.1)

0.2 

(388.9)

%

Net increase in cash and cash equivalents

5.9 

0.2 

5.7 

— 

Cash and cash equivalents as of beginning of year

14.5 

14.3 

0.2 

1.4 

%

Cash and cash equivalents as of end of year

$

20.4 

$

14.5 

$

5.9 

40.6 

%

Cash flows generated from operating activities

Net cash provided by operating activities was $24.8 million for the year ended December 31, 2025, compared to $16.4 million for the year ended December 31, 2024. This increase of $8.4 million, or 51.0%, was primarily due to the growth in our business operations, additional income associated with the acquisitions of Lucas, Pagefield, TrailRunner and Pine Cove, and favorable movements in working capital, together offsetting the impact of growth in pre-paid post combination compensation. In absolute terms, the cash provided by operating activities tends to be lowest in the first three months of the year due to payment of bonuses.

Cash flows used in investing activities

Cash flows used in investing activities was $21.6 million for the year ended December 31, 2025, compared to $19.5 million for the year ended December 31, 2024. This increase of $2.1 million, or 10.7% was primarily due to an increase in the amount of cash paid for acquisitions (net of cash acquired), reflecting the acquisition of TrailRunner and Pine Cove in 2025 and the acquisitions of Lucas and Pagefield in 2024.

Cash flows used in financing activities

Cash flows provided by financing activities was $2.6 million for the year ended December 31, 2024, compared to $3.3 million used in financing activities for the year ended December 31, 2024. In each year, these financing cash flow results stemmed from the acquisition of new Bank Facilities for acquisitions ($24.0 million in 2025 and $25.0 million in 2024), offset by repayment on bank facilities and payment of dividends.

Our GAAP Cash Flow statement has certain acquisition-related payments included in the Cash provided by Operating Activities and in the Cash provided by Financing Activities, as a consequence of certain acquisition payments being made subject to continued employment.

In an effort to also provide a more traditional picture of our Cash Flow build-up, we provide an Alternative Cash Flow Statement that explains abovementioned net increase in cash and cash equivalents. The following table summarizes the components of changes in cash and cash equivalents:

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Table of Contents

Years Ended December 31,

2025

2024

$ Change

% Change

Net cash provided by Operating Activities - as reported

$

24.8 

$

16.4 

$

8.4 

51.0 

%

     Prepaid post-combination expense

10.5 

$

4.6 

$

5.8 

125.4 

%

     Change in other liability

1.7 

$

1.0 

$

0.7 

74.6 

%

     Change in contingent consideration

0.0 

$

0.3 

$

(0.3)

(98.5)

%

      Capex

0.0 

$

(0.1)

$

— 

(80.3)

%

Adjusted Free Cash Flow

36.9 

$

22.2 

$

14.7 

66.1 

%

Cash paid for acquisitions, net of cash acquired

(21.1)

(19.8)

(1.3)

6.5 

%

Acquisition Payments included in Cash flow from Operations

(12.2)

(5.9)

(6.3)

106.7 

%

Acquisition Payments included in Cash flow from Financing

(0.6)

(0.8)

0.2 

(22.4)

%

Cash flow related to acquisitions

(33.8)

(26.4)

(7.4)

28.0 

%

Proceeds from notes payable

24.0 

25.0 

(1.0)

(4.0)

%

Payment of debt issuance costs

(0.1)

(0.2)

0.1 

(40.5)

%

Loan issued to related parties

(0.5)

— 

(0.5)

— 

Proceeds received for notes receivable - related parties 

— 

0.4 

(0.4)

(100.0)

%

Principal payment of note payable

(9.2)

(3.9)

(5.3)

137.3 

%

Cash Flow related to debt financing

14.2 

21.3 

(7.1)

(33.2)

%

Dividends paid

(8.7)

(16.8)

8.2 

(48.6)

Payment of deferred equity offering costs

(2.9)

— 

(2.9)

— 

Cash Flow related to equity financing

(11.6)

(16.8)

5.3 

(31.2)

%

Effect of foreign exchange rate changes on cash and cash equivalents

0.2 

(0.1)

0.2 

(388.9)

%

Net Cash Movement

$

5.9 

$

0.2 

$

5.7 

2,925.6 

%

Future Capital Requirements

We are actively seeking to expand our portfolio of member companies internationally with strategically and financially attractive opportunities while adding complementary specializations. In the periods presented, we have invested, on average, $30.1 million of cash per year in M&A activities. This pattern is likely to continue or be accelerated. We expect to fund the purchase price for such acquisitions with net cash from operating activities and a combination of new stock issuance and debt financing.

Our capital expenditures principally include investments in office build-outs and small equipment, and have not historically been material to the Company.

Contractual Commitments and Contingencies

Contractual obligations

Our principal contractual obligations consist of our obligations in respect of financial indebtedness that is owed under our credit facilities. In addition, we have obligations under leases, trade and other payables, capital commitments and other contractual commitments. Finally, we have earnout obligations under acquisition agreements. We expect that our contractual commitments may evolve over time in response to current business and market conditions, with the result that future amounts due may differ considerably from the expected amounts payable set out in the table below.

Payments due by

Contractual obligations

2026

2027

2028

2029

Thereafter

Total

Debt obligations (excluding interest)

$

9.1 

$

9.3 

$

16.7 

$

11.9 

$

- 

$

47.1 

Operating lease obligations

6.0 

6.2 

5.5 

3.6 

2.9 

24.2 

Total

$

15.2 

$

15.5 

$

22.2 

$

15.5 

$

2.9 

$

71.3 

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Financial Obligations

Bank Credit Facilities

On February 28, 2023, PPHC entered into a $17.0 million credit agreement with Bank of America (as amended, the “Credit Agreement”), providing for a senior secured line of credit of up to $3.0 million (the “2023 Facility 1”) and a senior secured term loan of $14.0 million (the “2023 Facility 2,” and, together with the 2023 Facility 1, the “2023 Facilities”). In April 2024 and June 2024, respectively, we entered into two amendments to the Credit Agreement, which provided for two additional term loans in the amounts of, respectively, $6.0 million (the “2024 Term Loan A”) and $19.0 million (the “2024 Term Loan B,” and, together with the 2024 Term Loan A, the “2024 Facilities”). In January 2025, we entered into a third amendment, creating an additional term loan of up to $24.0 million (the “2025 Term Loan,” and, together with the 2023 Facilities and the 2024 Facilities, the “Bank Credit Facilities”),

The interest rate under the 2023 Facilities is the Secured Overnight Financing Rate (“SOFR”) as administered by the Federal Reserve Bank of New York, plus 2.25% per annum. The interest rate under the 2024 Facilities is SOFR plus 2.60% per annum, and the interest rate under the 2025 Term Loan is SOFR plus 2.60% per annum. Interest is payable monthly.

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

The Bank Credit Facilities mature on March 31, 2029.

As of December 31, 2025, there was no balance outstanding under the 2023 Facility 1; $4.1 million outstanding under the 2023 Facility 2; $5.0 million outstanding under the 2024 Term Loan A; $15.7 million under the 2024 Term Loan B; and $22.4 million outstanding under the 2025 Term Loan C.

As of December 31, 2025, under the 2023 Facility 1, we had capacity to re-borrow up to $3.0 million, less any outstanding letters of credit, or 80% of our eligible receivables, whichever is less.

As of December 31, 2025, the principal maturities under the Bank Credit Facilities were as follows:

($ millions)

Principal amount maturing under

2023 Facility 2

2024 Term Loan A

2024 Term Loan B

2025 Term Loan C

Total

2026

$

2.1 

$

0.9 

$

2.9 

$

3.3 

$

9.1 

2027

2.0 

0.9 

2.9 

3.6 

9.3 

2028

— 

3.2 

10.0 

3.6 

16.7 

2029

— 

— 

— 

11.9 

11.9 

Total

$

4.1 

$

5.0 

$

15.7 

$

22.4 

$

47.1 

Contingent Obligations

Earnout obligations

As part of the typical structure our acquisition of new member companies, we are committed to making certain earnout payments. These earnout payments are based on a profit-driven formula and only materialize if the acquired company realizes profit growth after the date of completion. Payments are typically made in a mix of cash and shares. In turn, each of these components of earnout payments may be subject to further vesting requirements and employment conditions, which keeps the recipients financially committed to business.

In relation to these earnout payments, as of December 31, 2025, we have recorded liabilities of $25.0 million on our balance sheet, spread across the line items Contingent Consideration and Other Liabilities. This number reflects both the estimated foreseen nominal payments, and also discount factors, probability of reaching goals, and fair value estimates. In nominal terms, over the period 2026-2030, based on expected performance of each of the acquired companies, we anticipate having to make earnout payments of $78.3 million, of which $44.6 million would be payable in cash, and the remainder in shares. The maximum earnout liability over that same period, which would only be reached if each acquisition meets very aggressive profit growth targets, would be $141.9 million, of which $83.7 million would be payable in cash, and the remainder in shares. Generally, in order for an acquisition to reach maximum earnout payments, it would need to grow its profit by 25-30% annually over the earnout period. For more information, see Note 11. Post-combination Compensation Charge and Note 15. Fair Value Measurement.

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Table of Contents

The following tables summarizes nominal earnout expectations:

($ in millions)

2026

2027

2028

2029

2030

Total

Expected earnout payments in Cash

$

12.0 

$

4.6 

$

22.8 

$

1.3 

$

3.9 

$

44.6 

Expected earnout payments in PPHC stock

$

4.6 

$

1.7 

$

22.8 

$

0.8 

$

3.9 

$

33.7 

Expected earnout payments - total

$

16.6 

$

6.3 

$

45.5 

$

2.1 

$

7.9 

$

78.3 

Maximum earnout payments in Cash

$

17.5 

$

15.4 

$

22.8 

$

18.0 

$

10.0 

$

83.7 

Maximum earnout payments in PPHC stock

$

7.5 

$

6.9 

$

22.8 

$

11.0 

$

10.0 

$

58.2 

Maximum earnout payments - total

$

25.0 

$

22.4 

$

45.5 

$

29.0 

$

20.0 

$

141.9 

We expect that our contingent obligations may evolve over time in response to current business and market conditions, with the result that future amounts due may differ considerably from the expected amounts payable set out in the table above.

Off-Balance Sheet Arrangements

During the years ended December 31, 2025 and 2024, we did not engage in any other off-balance sheet commitments, contingencies or arrangements as set forth in Item 303(b) of Regulation S-K.

Critical Accounting Estimates

Business Acquisitions and Valuation of Contingent Consideration and Post-Combination Liabilities

The Company accounts for business acquisitions using the acquisition method. Under ASC 805 - Business Combinations, a business combination occurs when an entity obtains control of a “business.” The Company determines whether or not the gross assets acquired meet the definition of a business. If they meet this criteria, the Company accounts for the transaction as a business acquisition. If they do not meet this criteria the transaction is accounted for as an asset acquisition. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognized in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issuance of debt or equity securities.

Contingent consideration is measured at fair value at the date of acquisition and is based on expected cash flow of the acquisition target discounted over time using an observable market discount rate. The Company generally utilizes outside valuation experts to determine the amount of contingent consideration. We estimate and record the acquisition date fair value of contingent consideration as part of purchase price consideration for business acquisitions. Additionally, each reporting period, we estimate changes in the fair value of contingent consideration and recognizes any change in fair value in our consolidated statements of operations and other comprehensive loss. The fair value of the contingent consideration is generally measured using Monte Carlo simulations to estimate the achievement and amount of certain future operating results. The Monte Carlo simulations utilize subjective assumptions and estimates including; expected volatility of future operating results, discount rates applicable to future results, and expected growth rates. Future revisions to these assumptions could materially change the estimate of the fair value of contingent consideration and, therefore, materially affect our future financial results. The contingent consideration liability is to be settled through a combination of cash and shares of Common Stock based on each respective purchase agreement and the amount ultimately paid is dependent on the achievement of certain future operating results. During the years ended December 31, 2025 and 2024, the Company recorded a loss from the change of fair value of contingent consideration of $5.1 million and $1.9 million, respectively, which are included in operating expenses on the accompanying consolidated statement of operations.

Furthermore, the contractual purchase price of business acquisitions may include future payments to the seller that are not accounted for under ASC 805 - Business Combinations due the existence of contractual vesting periods or claw-backs. Such future payments are generally recorded as liabilities of the Company. When a component of the contractual purchase price of an acquired business is determined not to be consideration transferred in exchange for the business, and should therefore be accounted for as a separate transaction (such as compensation costs), the Company may, on occasion, recognize a gain on bargain purchase price because the accounting purchase price is not inclusive of such a separate component of the contractual purchase price when being compared to the fair value of the identifiable net assets of the acquired business which, in some cases, may result in the fair value of the identifiable net assets being in excess of the fair value of the purchase price consideration.

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The Company records post-combination business expense over the vesting or claw-back period applicable for these future payments on a straight-line basis with the amount accrued recorded as other liability. The future earnout payments that have vesting or claw-back rights tied to employment will reduce the amount of the other liability when paid. The fair value of other liabilities is measured using the same Monte Carlo simulation with the same assumptions and inputs as outlined above for contingent consideration liabilities. The fair value of post-combination compensation obligations is remeasured at each reporting date, any changes in fair value are reflected as a cumulative catch up to post-combination compensation expense in the period in which the remeasurement occurred.

Goodwill and Indefinite-lived Intangible Assets

Goodwill represents the excess of the purchase price in a business combination over the fair value of the net tangible and intangible assets acquired and the indefinite-lived intangible assets which consists of trademarks. In accordance with ASC 350 - Intangibles - Goodwill and Other, goodwill and indefinite-lived intangible assets are not amortized but tested for impairment annually and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. We test our goodwill and indefinite-lived intangible assets for impairment annually on October 1st using the qualitative assessment. The process of evaluating the potential impairment is highly subjective and requires the application of significant judgment. We first assess whether there are qualitative factors which would indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value. We consider events and circumstances such as, but not limited to, macroeconomic conditions, industry and market conditions, our overall financial performance, and other relevant entity-specific events. If the qualitative assessment indicates that the fair value of the reporting unit is less than its carrying amount, a quantitative assessment is performed.

Other Intangible Assets

Our definite-lived intangible assets consist of customer relationships, developed technology and non-compete agreements that have been acquired through various acquisitions. Our indefinite lived assets consist of trademarks that have been acquired through various acquisitions. The Company generally utilizes third-party specialists to determine the fair value of acquired intangible assets. The valuation of these assets involves significant judgment and the use of valuation techniques such as the multi-period excess earnings method and the with-and-without method. These models require management to make assumptions about future revenue growth, customer attrition, operating margins, contributory asset charges, and discount rates. Changes in these assumptions could materially affect the fair value assigned to the intangible assets and the related amortization expense.

We amortize these assets over their estimated useful lives. Long-lived assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for an amount by which the carrying amount of the asset exceeds the fair value of the asset.

Based on the results of our assessment, we recorded a non-cash impairment charges of $0.3 million and $2.6 million to trade names and customer relationships during the year ended December 31, 2025. We have not recorded any impairment charges related to long-lived assets for the year ended December 31, 2024.

Long-term incentive program charges

The fair value of awards issued under the Company’s long-term incentive program are estimated using a Black-Scholes option-pricing model on the grant date which requires subjective inputs. The inputs of the option-pricing model include the fair market value of our Common Stock based on the closing price as reported on the date of the grant on the AIM, estimated dividend yield, expected stock price volatility and risk-free interest rate. The amortization of the fair value of share-based awards is recorded as an expense in the statement of operations either within salaries and other personnel costs within cost of services or to general and administrative costs.

Critical Accounting Policies

Revenue Recognition

59

Revenue is recognized when control of services provided are transferred to customers and in an amount that reflects the consideration we expect to be entitled to in exchange for those services. A significant portion of our 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, we believe such contracts should be treated as a month-to-month contract as this reflects the non-cancellable period of performance. For performance obligations for which we act as an agent, we record revenue as the net amount of the gross billings less amounts remitted to the third party.

Business Combinations

Business combinations are accounted for using the acquisition method which requires that the assets acquired and liabilities assumed be recorded as of the date of the acquisition at their respective fair values with limited exceptions. Assets acquired and liabilities assumed in a business combination that arise from contingencies are generally recognized at fair value. If fair value cannot be determined, the asset or liability is recognized if probable and reasonably estimable; if these criteria are not met, no asset or liability is recognized. Transaction costs are expensed as incurred. The operating results of the acquired business are reflected in our consolidated financial statements after the date of acquisition.