Wright Investors Service Holdings, Inc.

Wright Investors’ Service Holdings, Inc. (the “Company”) has nominal operations and nominal assets aside from its cash and cash equivalents and investments in money market mutual funds, and is therefore considered a shell company, as defined in U.S. securities laws and regulations. The Company is not engaged in the business of investing, reinvesting, or trading in securities, and it does not hold itself out as being engaged in those activities.

The Company intends to evaluate and explore all available strategic options. The Company will continue to work to maximize stockholder value. Such strategic options may include acquisition of an investment advisory business, acquisition of a financial services business, creating partnerships or joint ventures for those or other businesses and investing in other businesses that provide attractive opportunities for growth. The directors will also consider alternatives for distributing some or all of the Company’s cash and cash equivalents, and investments to stockholders. Until such time as a decision is made as to how the liquid assets of the Company are so deployed, the Company intends to invest its liquid assets in high-grade, short- term investments (such as cash and cash equivalents and investments in money market mutual funds) consistent with the preservation of principal, maintenance of liquidity and avoidance of speculation.

The Company may be classified as an inadvertent investment company if the Company acquires investment securities in excess of 40% of its total assets (exclusive of government securities, and cash and certain cash equivalents). As of December 31, 2025, the Company is not considered an inadvertent investment company.

The Company is not engaged in the business of investing, reinvesting, or trading in securities, and it does not hold itself out as being engaged in those activities. However, under the Investment Company Act of 1940, as amended (the “Investment Company Act”), a company may fall within the scope of being an “inadvertent investment company” under section 3(a)(1)(C) of such Act if the value of the Company’s investment securities (as defined in the Investment Company Act) is more than 40% of the Company’s total assets (exclusive of government securities, and cash and certain cash equivalents). The investment Company Act of 1940 Rule 3a-2 provides a one-year safe harbor from the definition of “investment company” under Section 3(a)(1) for issuers that are temporarily engaged in investing, reinvesting, owning, holding, or trading in securities while they transition to an operating business. The Company is relying on Rule 3a-2 under the Investment Company Act of 1940, which provides a one-year safe harbor from being deemed an “investment company” for issuers that have a bona fide intent to be engaged primarily in a non-investment business as soon as reasonably possible.

Going Concern

The accompanying financial statements have been prepared on a basis which assumes that the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. The Company has suffered recurring losses from operations and negative cash flows from operating activities. At December 31, 2025, the Company had working capital of approximately $1,299,000. At December 31, 2025, the Company had an accumulated deficit of approximately $31,554,000. The Company held cash and cash equivalents of approximately $33,000, and investments in money market mutual funds of $1,267,000, respectively, as of December 31, 2025.

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

These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company continues to face significant challenges and uncertainties and intends to evaluate and explore all available strategic options. The Company will continue to work to maximize stockholder value, including a continued evaluation of possible business ventures deemed to provide attractive opportunities for growth. The directors will also consider alternatives for distributing some or all of the Company’s cash and cash equivalents and investments. Until such time as a decision is made as to how its liquid assets are so deployed, the Company intends to invest its liquid assets in high-grade, short-term investments consistent with the preservation of principal, maintenance of liquidity and avoidance of speculation. During the period in which we are seeking to complete such a transaction, substantially all of our assets consist of cash, cash equivalents and/or short-term investments.

Principles of consolidation*.*

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, all of which are inactive. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of estimates

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

Cash and cash equivalents

Cash equivalents represent short-term, highly liquid investments, which are readily convertible to cash and have maturities of three months or less at time of purchase. Cash equivalents do not include money market mutual funds which are classified as investments. Cash and cash equivalents amounted to approximately $33,000 and $1,440,000 at December 31, 2025 and 2024, respectively.

Investment Valuation

The Company’s investments in marketable securities consist of investments in equity securities which are money market mutual funds. The Company carries its investments at fair value. Fair value is an estimate of the exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (i.e., the exit price at the measurement date). Fair value measurements are not adjusted for transaction costs. A fair value hierarchy provides for prioritizing inputs to valuation techniques used to measure fair value into three levels:

An asset or liability's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Availability of observable inputs can vary and is affected by a variety of factors. The Company uses judgment in determining fair value of assets and liabilities and Level 3 assets and liabilities involve greater judgment than Level 1 or Level 2 assets or liabilities.

As of December 31, 2025 and December 31, 2024, the Company held investments in equity securities which consist of a money market mutual fund of $1,267,000 and $914,000, respectively. Money market mutual funds are valued at the closing price reported by the fund sponsor from an actively traded exchange. Money market mutual funds are categorized in Level 1 of the fair value hierarchy, depending on the unadjusted quoted prices in active markets for identical assets.

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

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

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

Investment in undeveloped land

The Company owns certain non-strategic assets, including an investment in land and certain flowage rights in undeveloped property (the “properties”) primarily located Killingly, Connecticut. The properties were fully impaired as of December 31, 2018.

Per share data

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

Income taxes

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to carryforwards and to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The accounting for uncertain tax positions guidance requires that the Company recognize the financial statement benefit of a tax position only after determining that the Company would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company recognizes interest and penalties on income taxes, including those related to uncertain tax positions as interest and other expenses. The Company had no income tax uncertainties at December 31, 2025 and 2024.

Effective January 1, 2025, the Company adopted ASU 2023-09, Improvements to Income Tax Disclosures, which expanded income tax disclosure requirements, including disaggregation of pretax income (loss) and income tax expense (benefit) by jurisdiction and disclosure of income taxes paid (net of refunds received). The Company adopted the standard on January 1, 2025 on a retrospective basis. Accordingly, the tax rate reconciliation and income taxes paid disclosures for the year ended December 31, 2024 has been recast to conform to the current year’s presentation. The adoption affected disclosures only and did not impact the Company’s consolidated financial position, results of operations, or cash flows.

In July 2025, the One Big Beautiful Bill Act (Public Law 119-21) was enacted. The Company recognized the income tax effects of the legislation in the period of enactment in accordance with ASC 740. The legislation did not have a material impact on the Company’s consolidated financial statements for the year ended December 31, 2025. The Company will continue to evaluate the impact of the legislation on future periods.

Concentrations of credit risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and investments. Cash holdings and investments in money market mutual funds are insured up to $250,000 per depositor, per insured bank. For the years ended December 31, 2025 and 2024, a substantial portion of the Company’s investments in cash and money market mutual funds are in excess of these limits.

Segment Disclosure

The Company's operations are reported withinone reportable segment and constitutes the Company and its wholly-owned subsidiaries, all of which are inactive, which are reported in the consolidated financial statements. The Company currently has no or nominal operations, no revenues from operations and is considered a shell company, as defined in the U.S. securities laws and regulations.

The Company's chief operating decision maker (“CODM”) is the Chief Executive Officer. The CODM evaluates the results and performance of the reporting segment and decides how to allocate resources based on consolidated net loss which is reported on the Consolidated Statements of Operations. Additionally, the measure of segment assets is reported on the Consolidated Balance Sheets as total assets.

The accounting policies for the reportable segment are the same as those described above in the summary of significant accounting policies. The expenses and net loss for the one reportable segment are the same as those presented on the Consolidated Statements of Operations. Significant expense categories, including compensation and benefits, other operating expenses, and interest and other income, net are included on the Company's Consolidated Statements of Operations.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Improvements to Income Tax Disclosures, which requires entities to disclose disaggregated information about their effective tax rate reconciliations as well as expanded information on income taxes by jurisdiction. The standard is effective for fiscal years beginning after December 15, 2024, on a prospective basis. The Company discloses its income tax rate reconciliation in its annual consolidated financial statements only and the adoption, effective January 1, 2025, did not have a material impact on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement Reporting-Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The standard update improves the disclosures about a public business entity’s expenses by requiring more detailed information about the types of expenses (including compensation and benefits and other operating expenses) included within income statement expense captions. The guidance will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The standard will be applied on a prospective basis, with retrospective application permitted. The Company is currently evaluating the impact of adoption of the standard on its financial statement disclosures.

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

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

ASU 2023-09 requires disaggregation of pretax income (loss), income tax expense (benefit), and income taxes paid by jurisdiction. The Company has no foreign operations; accordingly, all pretax income (loss) is domestic (United States).

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

For the years ended December 31, 2025 and 2024 there were no income taxes paid. As no income taxes were paid, disaggregation by U.S. federal, state, or foreign jurisdictions was not applicable for the period presented.

The following table provides a reconciliation of the U.S. statutory federal income tax rate to the Company’s effective income tax rate for the years ended December 31, 2025 and 2024 (in thousands):

Deferred income taxes reflect the tax effects of the differences between the amounts recorded as assets and liabilities for financial statement purposes and the comparable amounts recorded for income tax purposes. The following table depicts the significant components of the deferred tax assets (liabilities) (in thousands):

The Company accounts for income taxes in accordance with ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial reporting and tax bases of existing assets and liabilities and for net operating loss carryforwards. Deferred tax assets are reduced by a valuation allowance when, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

A valuation allowance is provided when it is more likely than not that some portion of deferred tax assets will not be realized. The valuation allowance increased / (decreased) by approximately $198,000 during the year ended December 31, 2025, related to the U.S. federal and New York State jurisdictions in the amounts of $210,000 and $(12,000), respectively. The valuation allowance increased by $224,000 during the year ended December 31, 2024, related to the U.S. federal and New York State jurisdictions in the amounts of $180,000 and $44,000, respectively. The increases in the valuation allowance during the years ended December 31, 2025 and 2024 were mainly due to increases in the net operating loss carryforward.

The Company files a consolidated U.S. federal tax return and a combined New York State tax return with its subsidiaries. For U.S. federal and New York State income tax purposes, the Company’s 2022 through 2025 tax years remain open for examination by the tax authorities under the normal statute of limitations. As of December 31, 2025, the Company has a U.S. federal net operating loss carryforward of approximately $25,335,000, of which $15,177,000 expires from 2031 through 2037, and $10,158,000 does not expire. The Company also has a

New York State net operating loss carryforward totaling approximately $7,933,000, which expires between 2026 and 2046. Approximately $1,249,000 of the New York State net operating loss carryforward expired in 2025.

Sections 382 and 383 of the Internal Revenue Code, and similar New York State regulations, contain provisions that may limit the net operating loss carryforwards available to be used to offset income in any given year upon the occurrence of certain events, including changes in the ownership interests of significant stakeholders. In the event of a cumulative change in ownership in excess of 50% over a three-year period, the amount of the net operating loss carryforwards that the Company may utilize in any one year may be limited.

The company follows guidance on accounting for uncertainty in income taxes which prescribes a minimum threshold a tax provision is required to meet before being recognized in the financial statements. The Company does not have any liabilities as of December 31, 2025 and 2024 to account for potential income tax exposure. The Company classifies interest expense related to unrecognized tax benefits as components of the income tax expense or benefit. There were no interest and penalties recognized in the consolidated statements of operations.

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

The Board of Directors authorized the Company to repurchase up to 5,000,000 outstanding shares of common stock from time to time either in open market or privately negotiated transactions. The Company did not repurchase any common stock during the year ended December 31, 2025 and 2024. At December 31, 2025 and 2024, the Company had repurchased an aggregate of 2,234,721 shares of its common stock and a total of 2,765,279 remained available for repurchase at December 31, 2025 and 2024.

Common stock options

The Company adopted a stock-based compensation plan for employees and non-employee members of its Board of Directors in November 2003 (the “2003 Plan”), and the National Patent Development Corporation 2007 Incentive Stock Plan in December 2007 (the “2007 NPDC Plan”). The periods during which additional awards may be granted under the plans have expired and no further awards may be granted under any of these plans after December 20, 2017. As a consequence, any equity compensation awards issued after that time will be on terms determined by the Board of Directors or the Compensation Committee of the Board of Directors and pursuant to exemptions from the registration requirements of the securities laws.

As of December 31, 2025 and 2024, all options were vested and there were no outstanding options under the 2007 NPDC Plan. There were no grants, forfeitures or exercises of options during the years ended December 31, 2025 and 2024.

The Company has interests in land and certain flowage rights in undeveloped property (the “properties”) primarily located in Killingly, Connecticut. The properties were fully impaired as of December 31, 2018.

In September 2014, the Connecticut Department of Energy and Environmental Protection (“DEEP”) issued two Consent Orders requiring the investigation and repair of two dams, Acme Pond Dam and Killingly Pond Dam, in which the Company and its subsidiaries have certain ownership interests. Both matters have been fully resolved. In February 2020 and May 2020, DEEP issued to the Company Certificates of Compliance for the Consent Orders relating to Acme Pond Dam and Killingly Pond Dam, respectively.