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Public Policy Holding Company, Inc.

For the period ended Sep 30, 2026. Filed Nov 10, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 10, 2026

PPHC$10.96-1.0%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Executive Highlights

The table below presents the revenue, its growth, and other financial performance measures over the period 2018- September 30, 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 · 9M 2026 · CAGR 2018-2025
Revenue$33.8$55.5$77.4$99.3$108.8$135.0$149.6$186.5$157.527.6%
Revenue growth (year over year)28.0%64.2%39.5%28.3%9.6%24.1%10.8%24.7%15.2%
Organic Revenue Growth25.3%32.5%8.3%24.4%6.7%2.0%2.7%6.2%4.7%
Net loss$(15.0)$(14.2)$(24.0)$(39.0)$(15.0)
Adjusted EBITDA(1)$31.5$35.4$38.6$45.4$36.2
Net loss margin(13.8)%(10.6)%(16.0)%(20.9)%(9.5)%
Adjusted EBITDA margin29.0%26.2%25.8%24.3%23.0%
Top 10 clients as % of total revenue25.9%17.9%12.3%14.7%11.0%10.8%8.7%9.2%7.7%

(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 three months ended September 30,
2026 · 2025 · $ Change · % Change
Revenue$55.2$48.8$6.413.2%
Net income (loss)$0.2$(7.4)$7.7103.2%
Net income (loss) margin0.4%(15.3%)15.7pts
Adjusted EBITDA$12.8$11.5$1.311.1%
Adjusted EBITDA margin23.2%23.6%(0.4)pts
Adjusted Net Income$10.7$9.8$0.98.7%
Net earnings (loss) per share, basic and diluted$(0.01)$(0.45)$0.4497.0%
Adjusted EPS, diluted$0.33$0.36$(0.03)(9.4)%
Dividend paid per share outstanding at end of period$—$0.054$(0.054)
As reported for the nine months ended September 30,
2026 · 2025 · $ Change · % Change
Revenue$157.5$136.7$20.815.2%
Net income (loss)$(15.0)$(23.8)$8.837.0%
Net income (loss) margin(9.5%)(17.4%)7.9pts
Adjusted EBITDA$36.2$33.0$3.39.9%
Adjusted EBITDA margin23.0%24.1%(1.1)pts
Adjusted Net Income$28.6$25.3$3.212.8%
Net earnings (loss) per share, basic and diluted$(0.68)$(1.51)$0.8355.2%
Adjusted EPS, diluted$0.92$0.97$(0.04)(4.5)%
Dividend paid per share outstanding at end of period$0.232$0.283$(0.051)
Net cash provided by (used in) operating activities$(16.5)$10.0$(26.5)(264.3)%
Adjusted Free Cash Flow$14.6$21.1$(6.5)(30.9)%
Cash and cash equivalents at end of period$18.4$11.1$7.3
Total debt, net$(39.8)$(49.7)$9.9
Net Debt at end of period$(21.4)$(38.5)$17.1

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

Three months ended September 30,Nine months ended September 30,
20262025$ Change% Change20262025$ Change% Change
Net income (loss)$0.2$(7.4)$7.7103.2%$(15.0)$(23.8)$8.837.0%
Net income (loss) margin0.4%(15.3)%15.7pts(9.5)%(17.4)%7.9pts
Adjustments:
Interest income0.00.00.052.1%(0.3)(0.1)(0.2)(215.2)%
Interest expense0.71.0(0.3)(28.9)%2.22.5(0.3)(10.3)%
Income tax expense (benefit)0.50.6(0.1)(19.5)%3.64.7(1.1)(23.8)%
Other expense(0.0)—(0.0)—(0.0)0.0(0.0)(3,228.4)%
Depreciation and amortization1.91.70.214.2%5.24.70.49.3%
EBITDA3.3(4.2)7.5178.3%(4.3)(12.0)7.764.0%
Long-term incentive program charges2.82.00.839.9%4.84.60.23.6%
Share-based accounting charge7.27.4(0.2)(2.1)%21.922.2(0.3)(1.6)%
Post-combination compensation charge6.74.02.769.0%13.712.71.07.8%
Change in fair value of contingent consideration1.72.3(0.6)(27.3)%8.84.93.978.8%
Gain on bargain purchase, net of deferred taxes(9.8)—(9.8)—(10.7)—(10.7)—
Adjusted EBITDA incl. M&A expenses$11.9$11.4$0.54.2%$34.2$32.5$1.75.2%
M&A Expenses0.90.10.8611.6%2.00.41.6387.0%
Adjusted EBITDA12.811.51.311.1%36.233.03.39.9%
Adjusted EBITDA Margin23.2%23.6%(0.4)pts23.0%24.1%(1.1)pts

Financial Results

Third Quarter Financial Results

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).

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.

The reduction in net loss of$7.7 million during the three months ended September 30, 2026 is attributable to a$9.8 million bargain purchase gain recognized with the acquisition of TAP, representing the excess of the fair value of identifiable net assets acquired over the aggregate amount transferred, see Note 11. Acquisitions for more detail. This gain was partially offset by an increase of $2.7 million in post-combination compensation charges compared to the three months ended September 30, 2025, primarily due to the acquisitions of Pine Cove, WPI, Tancredi, and TAP.

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.

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.

Fully diluted weighted average legally outstanding shares increased 20.0% from 26.9 million shares to 32.3 million shares, reflecting the higher share count following January 2026 U.S. IPO

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.

Nine months ended September 30, 2026 Financial Results

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).

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.

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.

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.

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.

Fully diluted weighted average legally outstanding shares increased 18.1% from 26.2 million shares to 30.9 million shares, reflecting the higher share count following January 2026 U.S. IPO

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.

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.

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

Three months ended September 30,
2026 · 2025
GAAP · Adjustments(1) · Non-GAAP · GAAP · Adjustments(1) · Non-GAAP
Net income (loss) and Adjusted Net Income$0.2$10.4$10.7$(7.4)$17.2$9.8
Adjustments to Net Income
Amortization of intangible assets1.91.6
Share-based accounting charge7.27.4
Post-combination compensation charge6.74.0
Change in fair value of contingent consideration1.72.3
Long-term incentive program expense2.82.0
Gain on bargain purchase price(9.8)—
Other income, net(0.0)—
$10.4$17.2
Weighted average number of shares outstanding
-Common Shares25,457,27617,403,040
-Legally outstanding shares30,325,51624,999,267
-Fully Diluted32,260,64926,886,339
Earnings per share (EPS, $), based on
-Common Shares$(0.01)$(0.45)
-Legally outstanding shares$0.35$0.39
-Fully Diluted$0.33$0.36
Nine months ended September 30,
2026 · 2025
GAAP · Adjustments(1) · Non-GAAP · GAAP · Adjustments · Non-GAAP
Net loss and Adjusted Net Income$(15.0)$43.6$28.6$(23.8)$49.1$25.3
Adjustments to Net Income
Amortization of intangible assets5.04.6
Share-based accounting charge21.922.2
Post-combination compensation charge13.712.7
Change in fair value of contingent consideration8.84.9
Long-term incentive program expense4.84.6
Gain on bargain purchase price(10.7)—
Other income, net(0.0)0.0
$43.6$49.1
Weighted average number of shares outstanding
-Common Shares24,577,76317,165,104
-Legally outstanding shares29,133,15424,525,595
-Fully Diluted30,941,54826,191,804
Earnings per share (EPS, $), based on
-Common Shares$(0.68)$(1.51)
-Legally outstanding shares$0.98$1.03
-Fully Diluted$0.92$0.97

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

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.