Public Policy Holding Company, Inc.

Previous wording

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 three and six months ended June 30, 2026, and 2025.

Current wording

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 three and nine months ended September 30, 2026, and 2025.

Previous wording

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

Current wording

Reconciliation of net income (loss) and net income (loss) margin to Adjusted EBITDA and Adjusted EBITDA margin

Previous wording

•In the three months ended June 30, 2026, revenue increased by 7.3% to $52.1 million, with organic growth contributing 3.9%, and the balance primarily driven by two acquisitions, Westminster Policy Partners Limited (“WPI”) (completed April 1, 2026) and Pine Cove Strategies, LLC (“Pine Cove”) (completed July 11, 2025).

Current wording

•In the three months ended September 30, 2026, revenue increased by 13.2% to $55.2 million, with organic growth contributing 5.1%, and the balance driven by the acquisitions of The Advocacy Partners (“TAP”) (completed August 1, 2026), Tancredi Intelligent Communication Ltd ("Tancredi") (completed July 1, 2026), Westminster Policy Partners Limited (“WPI”) (completed April 1, 2026), and Pine Cove Strategies, LLC ("Pine Cove") (completed August 1, 2025).

Previous wording

•GAAP net losses decreased from $16.3 million in the six months ended June 30, 2025, to $15.2 million in the six months ended June 30, 2026. The loss is primarily attributable to the $14.6 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.

Current wording

•GAAP net loss decreased from $7.4 million in the three months ended September 30, 2025 to GAAP net income of$0.2 million in the three months ended September 30, 2026. The loss in 2025 and low net income in 2026 is primarily attributable to the$7.2 million in share-based accounting charge stemming from the 2021 London IPO as well as to the treatment of acquisitions in our accounts, resulting in the change in fair value of contingent consideration and post-combination compensation charges.

Previous wording

•In the three months ended June 30, 2026, Adjusted EBITDA was $12.3 million, down 4.4% or $0.6 million, as compared to the three months ended June 30, 2025, realized at a 23.5% margin. This decrease in Adjusted EBITDA was primarily attributable to the growth in non-allocated corporate costs, which increased $1.4 million, from $2.9 million to $4.3 million, as a result of building out a robust central platform for supporting our clients, the incremental U.S. public company costs stemming from the 2026 U.S. IPO, and the growing of our group of member companies. In addition, non-allocated bonus increased $0.3 million to $4.0 million as a result of improved underlying performance. These factors were partially offset by a $1.1 million increase in Total Segment Adjusted Pre-bonus EBITDA, which went up from $19.5 million to $20.6 million.

Current wording

•In the three months ended September 30, 2026, Adjusted EBITDA was $12.8 million, up 11.1% or $1.3 million, as compared to the three months ended September 30, 2025, realized at a 23.2% margin. This increase in Adjusted EBITDA was primarily attributable to the strong growth in the Government Relations Consulting segment, with Segment Adjusted Pre-Bonus EBITDA growing by 33.5% or $3.9 million. The growth in the Government Relations Consulting segment was partially offset by non-allocated corporate costs, which increased $1.8 million, from $3.0 million to $4.8 million, as a result of building out a robust central platform for supporting our clients, the incremental U.S. public company costs stemming from the 2026 U.S. IPO, and the growth in the number of our member companies. In addition, non-allocated bonus expense increased $0.3 million to $4.6 million as a result of improved underlying performance.

Previous wording

•In the three months ended June 30, 2026, Adjusted Net Income was $10.6 million, down 11.0% or $1.3 million, as compared to the three months ended June 30, 2025. Adjusted Net Income was primarily impacted by the $0.7 million increase in mergers and acquisitions expenses, the same factors as Adjusted EBITDA discussed above in the amount of $0.6 million, and income tax expense increasing $0.4 million. The impact of these items was partially offset by a decrease in net finance costs of $0.4 million.

Current wording

•In the three months ended September 30, 2026, Adjusted Net Income was $10.7 million, up 8.7% or $0.9 million, as compared to the three months ended September 30, 2025. Adjusted Net Income was primarily impacted by the same factors as Adjusted EBITDA discussed above in the amount of $1.3 million and a decrease in net finance costs of $0.3 million. These were partially offset by a $0.8 million increase in mergers and acquisitions expenses as two acquisitions were completed in the quarter.

Previous wording

•Adjusted EPS fully diluted of $0.34 compared to $0.45 in the three months ended June 30, 2025, reflecting the higher share count following the January 2026 U.S. IPO.

Current wording

•Adjusted EPS fully diluted of $0.33 compared to $0.36 in the three months ended September 30, 2025, reflecting the higher average share balance following the January 2026 U.S. IPO.

Previous wording

Six months ended June 30, 2026 Financial Results

Current wording

Nine months ended September 30, 2026 Financial Results

Previous wording

•In the six months ended June 30, 2026, revenue increased by 16.3% to $102.3 million, with organic growth contributing 4.4%, and the balance primarily driven by the two acquisitions, TrailRunner International, LLC (“TrailRunner”) (completed April 1, 2025), Westminster Policy Partners Limited (“WPI”) (completed April 1, 2026), and Pine Cove Strategies, LLC (“Pine Cove”) (completed July 11, 2025).

Current wording

•In the nine months ended September 30, 2026, revenue increased by 15.2% to $157.5 million, with organic growth contributing 4.7%, and the balance driven by the acquisitions of TAP (completed August 1, 2026), Tancredi (completed July 1, 2026), WPI (completed April 1, 2026), TrailRunner International, LLC (“TrailRunner”) (completed April 1, 2025), and Pine Cove Strategies, LLC (“Pine Cove”) (completed August 1, 2025).

Previous wording

•GAAP net losses decreased from $5.7 million in the three months ended June 30, 2025, to$3.7 million in the three months ended June 30, 2026. The loss is primarily attributable to the$7.4 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.

Current wording

•GAAP net losses decreased from $23.8 million in the nine months ended September 30, 2025 to $15.0 million in the nine months ended September 30, 2026. The loss is primarily attributable to the $21.9 million in share-based accounting charge stemming from the 2021 London IPO as well as to the treatment of acquisitions in our accounts, resulting in the change in fair value of contingent consideration and post-combination compensation charges.

Previous wording

•The $1.1 million reduction in net loss in the six months ended June 30, 2026 was primarily attributable to a favorable decrease in income tax expense of $1.0 million resulting from a one‑time transaction that gave rise to the recognition of a deferred tax asset. Additionally, the Company recognized a $0.9 million bargain purchase gain in connection with the acquisitions in the six months ended June 30, 2026, compared to no such gain recognized in the six months ended June 30, 2025. These favorable changes were partially offset by an increase of $0.8 million in mergers and acquisitions expense, reflecting heightened acquisition activity during the first half of 2026 relative to the comparable prior-year period.

Current wording

•The $8.8 million reduction in net loss in the nine months ended September 30, 2026 was primarily attributable to the Company recognizing a $10.7 million bargain purchase gain in connection with the acquisitions in the nine months ended September 30, 2026, compared to no such gain recognized in the nine months ended September 30, 2025. Additionally, there were favorable decreases in income tax expense of $1.1 million, resulting from a one‑time tax benefit that gave rise to the recognition of a deferred tax asset, and in net finance costs of $0.4 million. These favorable changes were partially offset by an increase of $3.9 million in the change in fair value of contingent consideration, the result of a non-cash remeasurement of the acquisition-related earn-out liabilities that were revised based on updated performance forecasts and valuation assumptions that occurred in the three months ended Dec 30, 2025.

Previous wording

•Adjusted EBITDA was at $23.4 million, up 9.3% or $2.0 million, as compared to the six months ended June 30, 2025, with a 22.9% margin. The growth in Adjusted EBITDA was driven by improved underlying performance resulting in Segment Adjusted Pre-Bonus EBITDA increasing $5.1 million to $40.0 million. This was partially offset by unallocated corporate costs increasing by $2.1 million to $8.7 million as the Company continues incurring incremental U.S. public company costs stemming from the 2026 U.S. IPO. In addition, non-allocated bonus increased $1.0 million to $7.9 million as a result of the improved underlying performance.

Current wording

•Adjusted EBITDA was $36.2 million, up 9.9% or $3.3 million, as compared to the nine months ended September 30, 2025, at a 23.0% margin. The growth in Adjusted EBITDA was driven by improved underlying performance resulting in Segment Adjusted Pre-Bonus EBITDA increasing $8.5 million to $62.2 million. This was partially offset by unallocated corporate costs increasing by $3.9 million to $13.4 million as the Company continues incurring incremental U.S. public company costs stemming from the 2026 U.S. IPO. In addition, non-allocated bonus increased $1.3 million to $12.5 million as a result of the improved underlying performance.

Previous wording

•Adjusted Net Income of $17.9 million, up 15.3% or $2.4 million as compared to the six months ended June 30, 2025, driven by Adjusted EBITDA as well as favorable decreases in tax expense of $1.0 million and $0.2 million in net finance cost. These items were partially offset by an increase of $0.8 million in mergers and acquisitions expense during the period.

Current wording

•Adjusted Net Income was $28.6 million, up 12.8% or $3.2 million as compared to the nine months ended September 30, 2025. Adjusted Net Income was primarily impacted by the same factors as Adjusted EBITDA discussed above in the amount of $3.3 million as well as decreases in tax expense of $1.1 million and $0.4 million in net finance cost. These items were partially offset by an increase of $1.6 million in mergers and acquisitions expense during the period.

Previous wording

•Adjusted EPS, fully diluted of $0.59 compared to $0.60 in six months ended June 30, 2025, reflecting the higher share count following the January 2026 U.S. IPO

Current wording

•Adjusted EPS, fully diluted of $0.92 compared to $0.97 in nine months ended September 30, 2025, reflecting the higher average share balance following the January 2026 U.S. IPO.

Previous wording

•The Group recorded Adjusted Free Cash Flow of $4.1 million for the six months ended June 30, 2026 as compared to $11.7 million in the six months ended June 30, 2025. The decrease of $7.5 million in Adjusted Free Cash Flow is attributable to the Company's investment in working capital. In the six months ended June 30, 2026, contract and unbilled receivables increased by $10.3 million in conjunction with accounts payable and accrued expenses decreasing by $6.3 million, totaling a $16.6 million investment; while in the six months ended June 30, 2025, the investment in working capital was less pronounced at $12.1 million ($7.9 million increase in contract and unbilled receivables and $4.2 million decrease in accounts payable and accrued expenses). The result was an increased investment in working capital of $4.5 million in the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The remainder of the change in Adjusted Free Cash Flow is primarily driven by the provision for deferred income taxes increasing $4.6 million in the six months ended June 30, 2026 compared to $1.4 million in the six months ended June 30, 2025, an increase of $3.2 million.

Current wording

•The Group recorded Adjusted Free Cash Flow of $14.6 million for the nine months ended September 30, 2026 as compared to $21.1 million in the nine months ended September 30, 2025. The decrease of $6.5 million in Adjusted Free Cash Flow is attributable to the Company's use of cash for working capital. In the nine months ended September 30, 2026, contract and unbilled receivables increased by $11.6 million in conjunction with accounts payable and accrued expenses decreasing by $2.9 million, totaling a $14.5 million change; while in the nine months ended September 30, 2025, it was less pronounced at $8.0 million ($8.3 million increase in contract and unbilled receivables and $0.3 million increase in accounts payable and accrued expenses). The result was an increased use of cash for working capital of $6.5 million in the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025.

Previous wording

EPS and Adjusted EPS, fully diluted for the three and six months ended June 30, 2026 and 2025, were as follows:

Current wording

EPS and Adjusted EPS, fully diluted for the three and nine months ended September 30, 2026 and 2025, were as follows:

Previous wording

The components of fluctuations in revenue by reportable segment for the three and six months ended June 30, 2026 and 2025 were as follows:

Current wording

The components of fluctuations in revenue by reportable segment for the three and nine months ended September 30, 2026 and 2025 were as follows:

Previous wording

Our total revenue increased 7.3%, to $52.1 million for the three months ended June 30, 2026 compared to $48.6 million for the three months June 30, 2025, with Organic Revenue Growth contributing 3.9% of growth.

Current wording

Our total revenue increased 13.2%, to $55.2 million for the three months ended September 30, 2026 compared to $48.8 million for the three months ended September 30, 2025, including Organic Revenue Growth of 5.1%.

Previous wording

Our total revenue increased 16.3%, to $102.3 million for the six months ended June 30, 2026 compared to $87.9 million for the six months ended June 30, 2025, with Organic Revenue Growth contributing 4.4% of growth.

Current wording

Our total revenue increased 15.2%, to $157.5 million for the nine months ended September 30, 2026 compared to $136.7 million for the nine months ended September 30, 2025, including Organic Revenue Growth of 4.7%.

Previous wording

This performance was supported by increased client demand, particularly within our Compliance and Insights Services segment and Government Relations Consulting segment as well as sustained demand for Corporate Communications & Public Affairs 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 our acquisitions of TrailRunner (completed April 1, 2025) and Pine Cove (completed July 11, 2025).

Current wording

This performance was supported by increased client demand, particularly within our Compliance and Insights Services segment and Government Relations Consulting segment as well as sustained demand for Corporate Communications & Public Affairs 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 integration of our acquisitions of TrailRunner (completed April 1, 2025) and Pine Cove (completed August 1, 2025), and the ongoing integration of WPI (Completed April 1, 2026), Tancredi (Completed July 1, 2026), and TAP (completed August 1, 2026).

Previous wording

Organic growth of 4.4% for the six months ended June 30, 2026 was primarily attributable to the strong organic growth in Compliance and Insights Services at 12.8%, as a result of high renewal rates, price increases, and new client wins, all together reflective of a unique and high value-added offering together with strong organic growth in our Government Relations segment at 6.3%.

Current wording

Organic growth of 4.7% for the nine months ended September 30, 2026 was primarily attributable to the strong organic growth in Compliance and Insights Services at 14.0%, as a result of high renewal rates, price increases, and new client wins, in combination with strong organic growth in our Government Relations segment at 6.7%, while offset by negative organic growth of 0.9% in our Corporate Communications & Public Affairs Consulting segment.

Previous wording

During the three months ended June 30, 2026, 58.2% of the Group’s revenues stemmed from Government Relations as compared to the same period in 2025 of 56.2% , 34.8% came from Corporate Communications & Public Affairs as compared to the same period in 2025 of 37.3%, and 6.9% from Compliance and Insights Services as compared to the same period in 2025 of 6.5%.

Current wording

During the three months ended September 30, 2026, 57.8% of the Group’s revenues stemmed from Government Relations as compared to 56.3% in the same period in 2025, 35.3% came from Corporate Communications & Public Affairs as compared to 36.9% in the same period in 2025, and 6.9% from Compliance and Insights Services as compared to 6.7% in the same period in 2025.

Previous wording

During the six months ended June 30, 2026, 57.4% of the Company’s revenues were attributable to our Government Relations segment as compared to 60.8% during the six months ended June 30, 2025. That decrease was a result of the TrailRunner acquisition (completed April 1, 2025) which also led to an increase in our Corporate Communications & Public Affairs segment, which increased to 35.7% during the six months ended June 30, 2026 compared to 32.0% in the prior year; 6.9% of our total revenues were from our Compliance and Insights Services segment, a decrease as compared to the previous year's 7.1%.

Current wording

During the nine months ended September 30, 2026, 57.5% of the Company’s revenues were attributable to our Government Relations segment as compared to 59.2% during the nine months ended September 30, 2025. That decrease was primarily a result of the TrailRunner acquisition which also led to an increase in our Corporate Communications & Public Affairs segment, which increased to 35.5% during the nine months ended September 30, 2026 compared to 33.8% in the prior year; 6.9% of our total revenues were from our Compliance and Insights Services segment, a slight decrease as compared to the previous year's 7.0%.

Previous wording

Our Government Relations Consulting segment’s revenue increased by 11.2%, to $30.4 million for the three months ended June 30, 2026, compared to $27.3 million as reported for the three months ended June 30, 2025. This increase reflects Organic Revenue Growth of 7.4% in tandem with the acquisition of Pine Cove (completed July 11, 2025) and the acquisition of WPI (completed April 1, 2026).

Current wording

Our Government Relations Consulting segment’s revenue increased by 16.1%, to $31.9 million for the three months ended September 30, 2026, compared to $27.5 million as reported for the three months ended September 30, 2025. This increase reflects Organic Revenue Growth of 7.5% in tandem with the acquisitions of Pine Cove, WPI, and TAP.

Previous wording

Our Government Relations Consulting segment’s revenue increased by 9.8%, to $58.7 million for the six months ended June 30, 2026, compared to $53.5 million as reported for the six months ended June 30, 2025. This increase reflects Organic Revenue Growth of 6.3% in tandem with the acquisition of Pine Cove (completed July 11, 2025) and the acquisition of WPI (completed April 1, 2026).

Current wording

Our Government Relations Consulting segment’s revenue increased by 12.0%, to $90.6 million for the nine months ended September 30, 2026, compared to $80.9 million as reported for the nine months ended September 30, 2025. This increase reflects Organic Revenue Growth of 6.7% in tandem with the acquisitions of Pine Cove, WPI, and TAP.

Previous wording

Our Corporate Communications & Public Affairs Consulting segment’s revenue increased by 0.1% to $18.2 million for the three months ended June 30, 2026, with negative organic growth of 3.2%, being offset by the impact of the acquisition of WPI (completed April 1, 2026). This segment is impacted by a post-election slowdown as the first half of 2025 carried an exceptional flow of post-election project work. The segment margin of 23.5% reflects that lower project volume.

Current wording

Our Corporate Communications & Public Affairs Consulting segment’s revenue increased by 8.1% to $19.5 million for the three months ended September 30, 2026, with negative organic growth of 0.8%, being offset by the impact of the acquisitions of WPI and Tancredi. This segment is impacted by the bi-annual pre-election slowdown which reduces project volumes in this segment. The segment margin of 25.5% reflects that lower project volume.

Previous wording

Our Corporate Communications & Public Affairs Consulting segment’s revenue increased by 29.5% to $36.5 million for the six months ended June 30, 2026, compared to $28.2 million for the six months ended June 30, 2025 with negative organic growth of 0.9%, being offset by the impact of the acquisitions of TrailRunner (completed April 1, 2025) and WPI (completed April 1, 2026).

Current wording

Our Corporate Communications & Public Affairs Consulting segment’s revenue increased by 21.1% to $55.9 million for the nine months ended September 30, 2026, compared to $46.2 million for the nine months ended September 30, 2025 with negative organic growth of 0.9%, being offset by the impact of the acquisitions of TrailRunner, WPI, and Tancredi.

Previous wording

Our Compliance and Insight Services segment’s revenue grew by 14.8% and 12.8% to $3.6 million and $7.1 million for the three and six months ended June 30, 2026, compared to $3.1 million and $6.3 million for the three and six months ended June 30, 2025, respectively. 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.

Current wording

Our Compliance and Insights Services segment’s revenue grew by 16.3% and 14.0% to $3.8 million and $10.9 million for the three and nine months ended September 30, 2026, compared to $3.3 million and $9.6 million for the three and nine months ended September 30, 2025, respectively. This growth was entirely 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 client wins, all together reflective of a unique and high value-added offering.

Previous wording

The Group's revenue realized outside of the U.S. was $4.0 million and $6.8 million, or 7.7% and 6.6%, for the three and six months ended June 30, 2026, respectively, as compared to $2.3 million and $3.9 million, or 4.7% and 4.4%, for the three and six months ended June 30, 2025, respectively, being a result of our growing international presence resulting from our Pagefield, WPI, and TrailRunner acquisitions.

Current wording

The Group's revenue realized outside of the U.S. was $5.1 million and $11.8 million, or 9.2% and 7.5%, for the three and nine months ended September 30, 2026, respectively, as compared to $2.4 million and $6.3 million, or 5.0% and 4.6%, for the three and nine months ended September 30, 2025, respectively, being a result of our growing international presence resulting from our Pagefield, WPI, TrailRunner, and Tancredi acquisitions.

Previous wording

Office and other direct costs also represent a component of cost of services. Its principal component includes operating lease expenses for office space leased by the Company’s members and holding companies. Office and other direct costs increased by 10.8% and 14.6% in the three and six months ended June 30, 2026, respectively, to $2.0 million and $3.8 million, respectively, compared to $1.8 million and $3.3 million for the six months ended June 30, 2025, respectively. This increase was primarily a result of additional office spaces associated with the acquisitions of TrailRunner (completed April 1, 2025) and Pine Cove (completed July 11, 2025).

Current wording

Office and other direct costs also represent a component of cost of services. Its principal component includes operating lease expenses for office space leased by the Company’s members and holding companies. Office and other direct costs increased by 17.0% and 15.5% in the three and nine months ended September 30, 2026, respectively, to $2.2 million and $6.0 million, respectively, compared to $1.9 million and $5.2 million for the three and nine months ended September 30, 2025, respectively. This increase was primarily resulted from the additional office spaces associated with the acquisitions completed in 2026 and 2025.

Previous wording

Salaries, general and administrative expenses comprise of general and administrative expenses, employee salaries, share-based accounting charges, long term incentive program charges, post-combination compensation expense, U.S. and UK public company and related costs, advisory costs, benefits and bonuses of employees employed in our corporate function.

Current wording

Salaries, general and administrative expenses comprise general and administrative expenses, employee salaries, share-based accounting charges, long term incentive program charges, post-combination compensation expense, U.S. and UK public company and related costs, advisory costs, benefits and bonuses of employees employed in our corporate function.

Previous wording

Salaries, general and administrative expenses increased 26.6% in the three months ended June 30, 2026, to $12.1 million, compared to $9.5 million for the three months ended June 30, 2025. The increase of $2.5 million is primarily attributable to an increase of $1.3 million in audit, consulting, and legal fees incurred primarily related to additional work performed in support of the Company's public listing activities. Additionally, non-cash charges associated with the Company's long-term incentive program increased by $0.6 million, driven by the issuances in 2026, software license and information technology consulting expense increased by $0.3 million, and annual bonus expense increased by $0.1 million.

Current wording

Salaries, general and administrative expenses increased 43.2% in the three months ended September 30, 2026, to $9.9 million, compared to $6.9 million for the three months ended September 30, 2025. The increase of $3.0 million is primarily attributable to an increase of $1.5 million in audit, indirect staffing, insurance, consulting, and legal fees incurred primarily in relation to additional work performed in support of the Company's public listing activities. Additionally, the non-cash charges associated with the Company's long-term incentive program increased by $0.7 million, driven by the issuances in 2026. Finally, software licensing and IT consulting expense increased $0.4 million to expand the Company's technology footprint for supporting business growth and acquired entities.

Previous wording

Salaries, general and administrative expenses increased 25.5% in the six months ended June 30, 2026, to $21.4 million, compared to $17.0 million for the six months ended June 30, 2025. Of the $4.3 million increase, $1.4 million relates to audit, consulting, and legal fees incurred primarily related to additional work performed in support of the Company's public listing activities. $1.1 million of additional operating expenses related to the newly acquired companies in 2025 and 2026. Additionally, there was a $0.6 million increase in software license and IT consultant expense to expand the Company's technology footprint to support business growth and acquired entities, non-cash long term incentive program charges increased by $0.5 million, and a $0.4 million increase in bad debt expense.

Current wording

Salaries, general and administrative expenses increased 30.6% in the nine months ended September 30, 2026, to $31.2 million, compared to $23.9 million for the nine months ended September 30, 2025. Of the $7.3 million increase, $3.4 million relates to the additional work performed in support of the Company's public listing activities as discussed above and $1.1 million relates to the acquisitions completed in 2026 and 2025. Non-cash long term incentive program charges increased by $1.3 million, due to new issuances in 2026; software licensing & IT consulting expense increased by $0.7 million, while bonus expense increased by $0.5 million due to improved company performance and increased headcount.

Previous wording

The principal components of mergers and acquisitions expense include legal, audit and other advisory expenses, transaction taxes, and debt origination costs. Mergers and acquisitions expense increased by 883.1% in the three months ended June 30, 2026, to $0.8 million, compared to $0.1 million in the three months ended June 30, 2025. In the six months ended June 30, 2026, Mergers and acquisitions expense increased by 281.4% to $1.1 million, compared to $0.3 million in the six months ended June 30, 2025.

Current wording

The principal components of mergers and acquisitions expense include legal, audit and other advisory expenses, transaction taxes, and debt origination costs. Mergers and acquisitions expense increased by 611.6% in the three months ended September 30, 2026, to $0.9 million, compared to $0.1 million in the three months ended September 30, 2025. In the nine months ended September 30, 2026, Mergers and acquisitions expense increased by 387.0% to $2.0 million, compared to $0.4 million in the nine months ended September 30, 2025. The increases in Mergers and acquisitions expense are a direct result of the increase in acquisition volume in 2026, as well as the non-US nature of some of these acquisitions.

Previous wording

Change in fair value of contingent consideration decreased by 47.3% and increased by 168.8% in the three and six months ended June 30, 2026, to $0.9 million and $7.2 million, respectively, compared to $1.7 million and $2.7 million in the three and six months ended June 30, 2025, respectively. This increase is primarily the result of a non-cash remeasurement of the acquisition-related earn-out liabilities that were revised based on updated performance forecasts and valuation assumptions that occurred in 2025 Q4.

Current wording

Change in fair value of contingent consideration decreased by 27.3% in the three months ended September 30, 2026, to $1.7 million, compared to $2.3 million in the three months ended September 30, 2025. The decrease of $0.6 million is the result of a non-cash remeasurement of the acquisition-related earn-out liabilities that were revised based on updated performance forecasts and valuation assumptions that occurred in the three months September 30, 2025.

Previous wording

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. A significant part of the purchase price of our acquisitions is tied to continued employment, this part has been accounted for as post-combination compensation in the Company's Consolidated Statements of Operations. As a consequence, for certain acquisitions, the remaining book purchase price is lower than the tax purchase price. The reason for the bargain purchase gain is tied directly to the tax purchase price significantly exceeding the book purchase price and is not a reflection of a true bargain purchase of the actual intangible and tangible assets of these acquisitions.

Current wording

Gain on bargain purchase comprises 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. A significant part of the purchase price of our acquisitions is tied to continued employment; this part has been accounted for as post-combination compensation in the Company's Consolidated Statements of Operations. As a consequence, for certain acquisitions, the remaining book purchase price is lower than the tax purchase price. The reason for the bargain purchase gain is tied directly to the tax purchase price significantly exceeding the book purchase price and is not a reflection of a true bargain purchase of the actual intangible and tangible assets of these acquisitions.

Previous wording

There was a $0.8 million and $0.9 million gain on bargain purchase for the three and six months ended June 30, 2026, respectively, resulting from the Company's acquisitions in 2026 compared to none recognized in the three and six months ended June 30, 2025.

Current wording

There was a $9.8 million and $10.7 million gain on bargain purchase for the three and nine months ended September 30, 2026, respectively, resulting primarily from the Company's acquisition of TAP, compared to none recognized in the three and nine months ended September 30, 2025.

Previous wording

Interest income increased to $0.3 million in the three and six months ended June 30, 2026 as compared to less than $0.1 million and $0.1 million three and six months ended June 30, 2025, respectively. The increase in interest income is driven by the Company's increased cash balance in interest bearing accounts as a result of the Company's 2026 U.S. IPO.

Current wording

Interest income was less than $0.1 million and $0.3 million in the three and nine months ended September 30, 2026 as compared to less than $0.1 million and $0.1 million three and nine months ended September 30, 2025, respectively. The increase in interest income is driven by the Company's increased cash balance in interest bearing accounts as a result of the Company's 2026 U.S. IPO.

Previous wording

Interest expense decreased by 16.1% and 1.8% in the three and six months ended June 30, 2026, to $0.7 million and $1.5 million, respectively, compared to $0.9 million and $1.5 million in the three and six months ended June 30, 2025, respectively, reflecting interest on increased principal amounts that are associated with new Bank Credit Facilities with financial institutions that were obtained in 2025.

Current wording

Interest expense decreased by 28.9% and 10.3% in the three and nine months ended September 30, 2026, to $0.7 million and $2.2 million, respectively, compared to $1.0 million and $2.5 million in the three and nine months ended September 30, 2025, respectively, reflecting interest on decreased debt balances in 2026.

Previous wording

The staff costs for the three months ended June 30, 2026 for the Government Relations Consulting segment increased by $0.8 million, primarily a result of the acquisitions of Pine Cove (completed July 11, 2025) and the acquisition of WPI (completed April 1, 2026). Furthermore, for the three months ended June 30, 2026, the staff costs for the Corporate Communications & Public Affairs Consulting segment increased $0.5 million, primarily a result of the WPI acquisition.

Current wording

The staff costs for the three months ended September 30, 2026 for the Government Relations Consulting segment increased by $1.1 million, primarily a result of the acquisitions of TAP (completed August 1, 2026), WPI (completed April 1, 2026), and Pine Cove (completed August 1, 2025). Furthermore, for the three months ended September 30, 2026, the staff costs for the Corporate Communications & Public Affairs Consulting segment increased $1.1 million, primarily a result of the WPI and Tancredi (completed July 1, 2026) acquisitions.