PPHC 10-K & 10-Q changes, risk factors and insider trading
Public Policy Holding Company, Inc. · Nasdaq · Services-Management Consulting Services · CIK 1903508 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Comparison not available: Not available: fewer than two 10-K filings on EDGAR to compare (only one so far)..
What changed in the latest 10-Q
Risk Factors
There have been no material changes to the risk factors disclosed in Item 1A in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
No wording changes found in this section.
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Management's Discussion & Analysis (MD&A)
Removed heading “Change in fair value of contingent consideration”
Largest changes
see in full comparisonSalaries 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 three months endedMarchJune31,30, 2026, salaries and other personnel costs remained relatively flat at approximately $38.8 million. For the six months ended June 30, 2026, salaries and other personnel costs increased by15.7%7.3% to$39.2$78.0 million compared to$33.9$72.7 million for thethreesix months endedMarchJune31,30, 2025. The overall increase of $5.3 millionincrease, $6.8 million wasis driven by staff costs increasing in the amount of $7.4 million, of which $5.8 million is due to the acquisitions of TrailRunner (completed April 1, 2025) and Pine Covein(completed2025.JulyAnnual11,bonus2025)amountswith the remainder being driven by our 2026 acquisitions. Bonus expenses increased by$0.9$1.0millionmillion,towith$3.7bonusmillionexpenses representing provisions forthe three months ended March 31, 2026 compared to $2.8 million for the three months ended March 31, 2025. Bonus amounts representannual payments paid to senior executives and employees which are awarded based on the Company’s performance, the relative performance of their respective member company and for the individual meeting specific performance goals companywide. The increase is primarily attributable to the acquisitions completed in 2025 and 2026 along with the Company performance improving as compared to the previous year. These increases were partially offset by our non-cash post-combination compensation expense which decreased by$0.6$1.7 millionorand$2.8a $1.2 millionwhendecreaseexcludingintheourimpactnon-cashoflongTrailRunnertermandincentivePineprogramCove compared to Q1 2025.charges.
“Net cash used in operating activities was $9.1 million for the six months ended June 30, 2026, compared to net cash provided by operating activities of $0.3 million for the six months ended June 30, 2025. This decrease of $8.8 million was attributable to the Company's investment in working capital. …”see in full comparison
“•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. …”see in full comparison
“•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. …”see in full comparison
“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. …”see in full comparison
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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. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. 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,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 MarchJune 31,30, 2026, and 2025.
The table below presents the revenue, its growth, and other financial performance measures over the period 2018-Q12018- June 30, 2026. Results for the period 2018-2025 provide supplemental financial information prior to our initial registration with the SEC:
Second Quarter Financial Results
•In the three months ended MarchJune 31,30, 2026, revenue increased by 27.5%7.3% to $50.1$52.1 million, with organic growth contributing 5.1%,3.9%, and the balance primarily driven by the two acquisitions, TrailRunnerWestminster International,Policy LLCPartners Limited (“TrailRunnerWPI”) (2025completed Q2April 1, 2026) and Pine Cove Strategies, LLC (“Pine Cove”) (completed July 11, 2025 Q3).
•GAAP net losses increaseddecreased from $10.6$5.7 million in the three months ended MarchJune 31,30, 2025, to $11.5$3.7 million in the three months ended MarchJune 31,30, 2026. The loss is primarily attributable to the $7.3$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.
•The reduction in net loss of $2.0 million during the three months ended June 30, 2026 is attributable to a decrease of $1.1 million in Post-combination compensation charge, $0.8 million bargain purchase gain resulting from the acquisitions in 2026, and a favorable decrease in the change in fair value of contingent consideration of $0.8 million. These favorable reductions in expense were partially offset by an increase in mergers and acquisitions expenses of $0.7 million, reflecting heightened acquisition activity during the quarter relative to the comparable prior-year period.
•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.
•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.
•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.
•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,EPS fully diluted forof $0.34 compared to $0.45 in the three months ended MarchJune 31,30, 2025, reflecting the higher share count following the January 2026 andU.S. 2025, were as follows:IPO.
Six months ended June 30, 2026 Financial Results
•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).
•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.
•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.
•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.
•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.
•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
•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.
EPS and Adjusted EPS, fully diluted for the three and six months ended June 30, 2026 and 2025, were as follows:
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):
The staff costs for the three months ended March 31, 2026 for the Government Relations Consulting segment increased by $0.3 million, primarily a result of the acquisitions of Pine Cove in 2025 Q3. Furthermore, for the three months ended March 31, 2026, the staff costs for the Corporate Communications & Public Affairs Consulting segment increased $4.7 million, of which $4.2 million reflects the acquisition of TrailRunner.
Government Relations Consulting segment Adjusted Pre-Bonus EBITDA increased by $1.4 million, or 12.2% for the three months ended March 31, 2026, driven by higher organic revenue for the segment, offset by increases of $0.3 million of staff costs and $0.5 million of non-staff costs a result of increased business.
Corporate Communications & Public Affair Consulting segment Adjusted Pre-Bonus EBITDA increased by $2.6 million, or 114.1% for the three months ended March 31, 2026, as a consequence of strong organic growth, in tandem with the acquisitions of TrailRunner (2025 Q2).
Compliance and Insights Services segment Adjusted Pre-Bonus EBITDA increased by $0.1 million, or 4.3% for the three months ended March 31, 2026, reflecting strong organic growth and strong pricing of subscription contracts in this area, in combination with the increased use of technology in servicing our clients.
The components of fluctuations in revenue by reportable segment for the three and six months ended MarchJune 31,30, 2026 and 2025 were as follows:
Our total revenue increased 27.5%,7.3%, to $50.1$52.1 million for the three months ended MarchJune 31,30, 2026 compared to $39.3$48.6 million for the three months endedJune March 31,30, 2025, with Organic Revenue Growth contributing 5.1%3.9% of growth.
This performance was supported by increased client demand, particularly within our Compliance and Insights Services segment as well as sustained demand for Government Relations Consulting and 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 2025 Q2 acquisition of TrailRunner and the 2025 Q3 acquisition of Pine Cove.
Organic growth of 5.1% for the three months ended March 31, 2026 was primarily attributable to the strong organic growth in Compliance and Insights Services at 10.8%, 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 strong organic growth in both our Corporate Communications & Public Affairs segment at 3.3% and Government Relations segment at 5.2%.
During the three months ended March 31, 2026, 56.6% of the Company’s revenues were attributable to our Government Relations segment as compared to 66.6% during the three months ended March 31, 2025. That decrease was a result of the TrailRunner acquisition in Q2 2025 which also led to an increase in our Corporate Communications & Public Affairs segment, which increased to 36.5% during the three months ended March 31, 2026 compared to 25.5% 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 8.0%.
Our Government Relations Consulting segment’stotal revenue increased by 8.4%,16.3%, to $28.4$102.3 million for the threesix months ended MarchJune 31,30, 2026,2026 compared to $26.2$87.9 million as reported for the threesix months ended MarchJune 31,30, 2025.2025, This increase reflectswith Organic Revenue Growth ofcontributing 5.2% in tandem with the acquisition4.4% of Pine Cove (completed in 2025 Q3).growth.
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).
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%.
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%.
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%.
Our CorporateGovernment Communications & Public AffairsRelations Consulting segment’s revenue increased by 82.7%11.2%, to $18.3$30.4 million for the three months ended MarchJune 31,30, 2026, compared to $10.0$27.3 million as reported for the three months ended MarchJune 31,30, 2025. This increase reflects Organic Revenue Growth of 3.3%7.4% stemmingin fromtandem increased client demand for our Corporate Communications & Public Affairs Consulting services, as well aswith the acquisition of TrailRunnerPine Cove (completed inJuly 11, 2025) Q2and the acquisition of WPI (completed April 1, 2026).
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).
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.
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).
Our Compliance and Insight Services segment’s revenue grew by 10.8%14.8% and 12.8% to $3.5$3.6 million and $7.1 million for the three and six months ended MarchJune 31,30, 2026, compared to $3.1 million and $6.3 million for the three and six months ended MarchJune 31,30, 2025.2025, 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.
ForThe theGroup's threerevenue months ended March 31, 2026, we generated $2.8 million, or 5.5% of our total revenue,realized outside of the US,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 $1.6$2.3 million and $3.9 million, or 4.1%4.7% and 4.4%, for the three and six months ended MarchJune 31,30, 2025, respectively, being a result of our growing international presence resulting from our PagefieldPagefield, WPI, and TrailRunner acquisitions.
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.
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 three months ended MarchJune 31,30, 2026, salaries and other personnel costs remained relatively flat at approximately $38.8 million. For the six months ended June 30, 2026, salaries and other personnel costs increased by 15.7%7.3% to $39.2$78.0 million compared to $33.9$72.7 million for the threesix months ended MarchJune 31,30, 2025. The overall increase of $5.3 million increase, $6.8 million wasis driven by staff costs increasing in the amount of $7.4 million, of which $5.8 million is due to the acquisitions of TrailRunner (completed April 1, 2025) and Pine Cove in(completed 2025.July Annual11, bonus2025) amountswith the remainder being driven by our 2026 acquisitions. Bonus expenses increased by $0.9$1.0 millionmillion, towith $3.7bonus millionexpenses representing provisions for the three months ended March 31, 2026 compared to $2.8 million for the three months ended March 31, 2025. Bonus amounts represent annual payments paid to senior executives and employees which are awarded based on the Company’s performance, the relative performance of their respective member company and for the individual meeting specific performance goals companywide. The increase is primarily attributable to the acquisitions completed in 2025 and 2026 along with the Company performance improving as compared to the previous year. These increases were partially offset by our non-cash post-combination compensation expense which decreased by $0.6$1.7 million orand $2.8a $1.2 million whendecrease excludingin theour impactnon-cash oflong TrailRunnerterm andincentive Pineprogram Cove compared to Q1 2025.charges.
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 19.4%10.8% and 14.6% in the three and six months ended MarchJune 31,30, 20262026, respectively, to $2.0 million and $3.8 million, respectively, compared to $1.8 million,million comparedand to $1.5$3.3 million for the threesix months ended MarchJune 31,30, 2025.2025, respectively. This increase was primarily a result of additional office spaces associated with the acquisitions of TrailRunner (completed April 1, 2025) and Pine Cove and(completed TrailRunner.July 11, 2025).
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. Salaries, general and administrative expenses increased 24.0% in the three months ended March 31, 2026, to $9.3 million, compared to $7.5 million for the three months ended March 31, 2025. Of the $1.8 million increase, $0.8 million was driven by the acquisitions of TrailRunner and Pine Cove in 2025. The remaining $1.0 million is primarily made up of $0.4 million in incremental audit fees, along with a $0.3 million increase in bad debt expense and $0.2 million in higher IT consulting, software, and license costs to support our new reporting requirements.
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.
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.
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 29.3%883.1% in the three months ended MarchJune 31,30, 2026, to $0.3$0.8 million, compared to $0.2$0.1 million in the three months ended MarchJune 31,30, 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.
Depreciation and amortization expense increaseddecreased by 23.6%6.4% in the three months ended MarchJune 31,30, 2026, to $1.6 million, compared to $1.3$1.7 million in the three months ended MarchJune 31,30, 2025. In the six months ended June 30, 2026, depreciation and amortization expense increased by 6.7% to $3.3 million, compared to $3.0 million in the six months ended June 30, 2025 reflecting additional costs associated with the acquisitions of TrailRunner (completed April 1, 2025) and Pine Cove (completed July 11, 2025) along with the acquisitions completed in 2025.2026.
Change in fair value of contingent consideration
Change in fair value of contingent consideration decreased by 47.3% and increased by 541.0%168.8% in the three and six months ended MarchJune 31,30, 2026, to $6.3$0.9 million and $7.2 million, respectively, compared to $1.0$1.7 million and $2.7 million in the three and six months ended MarchJune 31,30, 2025.2025, 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.
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.
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 $0.1$0.8 million and $0.9 million gain on bargain purchase for the three and six months ended MarchJune 31,30, 20262026, respectively, resulting from anthe immaterialCompany's acquisitionacquisitions in 2026 compared to none recognized in the three and six months ended MarchJune 31,30, 2025.
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.
Interest income remained relatively flat in the three months ended March 31, 2026 as compared to the three months ended March 31, 2025.
PPHC insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 1 Form 4 filing (1 insider, 1 trade date, 1 shares, about $10) and open-market sales in 11 filings (7 insiders, 3 trade dates, 21,387 shares, about $226.0K). Net open-market shares: -21,386 (purchases minus sales); net value about -$226.0K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-08-24 | Austin Keenan Nealean |
Open-market sale | 2,033 | $10.94 | $22.2K |
| 2026-08-24 | Strum Neal Howard |
Open-market sale | 1,702 | $10.94 | $18.6K |
| 2026-08-24 | Smits Roeland Jozef Bernard |
Open-market sale | 1,797 | $10.94 | $19.7K |
| 2026-08-24 | Starzman Ronald J. Jr. |
Open-market sale | 1,500 | $10.94 | $16.4K |
| 2026-08-24 | Gensemer Thomas Edward |
Open-market sale | 1,797 | $10.94 | $19.7K |
| 2026-06-12 | Thrasher Paula Conner |
Grant/award | 10,082 | — | — |
| 2026-06-12 | Mazzanti Matthew Ross |
Grant/award | 22,594 | — | — |
| 2026-06-12 | White Kimberly Anne |
Grant/award | 9,609 | — | — |
| 2026-06-12 | Ginsberg Benjamin Langer |
Grant/award | 9,609 | — | — |
| 2026-06-12 | Williams Zachary Wayne |
Grant/award | 4,922 | — | — |
| 2026-06-12 | Lee Simon Philip Guy |
Grant/award | 9,609 | — | — |
| 2026-06-12 | Kendrick Jill Agnes Gillespie |
Grant/award | 48,786 | — | — |
| 2026-06-12 | Gensemer Thomas Edward |
Grant/award | 41,883 | — | — |
| 2026-06-12 | Smits Roeland Jozef Bernard |
Grant/award | 56,268 | — | — |
| 2026-06-12 | Hall George Stewart |
Grant/award | 94,148 | — | — |
| 2026-06-12 | Green Johnson Mccallum |
Grant/award | 45,716 | — | — |
| 2026-06-12 | Strum Neal Howard |
Grant/award | 49,074 | — | — |
| 2026-06-12 | Starzman Ronald J. Jr. |
Grant/award | 20,854 | — | — |
| 2026-06-12 | Austin Keenan Nealean |
Grant/award | 11,012 | — | — |
| 2026-06-12 | Casey Kathleen |
Grant/award | 9,609 | — | — |
| 2026-06-12 | Brown Charles D. |
Grant/award | 9,609 | — | — |
| 2026-06-11 | Green Johnson Mccallum |
Open-market sale | 2,298 | $10.35 | $23.8K |
| 2026-06-11 | Gensemer Thomas Edward |
Open-market sale | 1,115 | $10.35 | $11.5K |
| 2026-06-11 | Hall George Stewart |
Open-market sale | 930 | $10.35 | $9.6K |
| 2026-06-11 | Strum Neal Howard |
Open-market sale | 2,007 | $10.35 | $20.8K |
| 2026-06-11 | Starzman Ronald J. Jr. |
Open-market sale | 1,541 | $10.35 | $15.9K |
| 2026-06-11 | Austin Keenan Nealean |
Open-market sale | 1,252 | $10.35 | $13.0K |
| 2026-06-10 | Green Johnson Mccallum |
Open-market sale | 859 | $10.19 | $8.8K |
| 2026-06-10 | Gensemer Thomas Edward |
Open-market sale | 416 | $10.19 | $4.2K |
| 2026-06-10 | Hall George Stewart |
Open-market sale | 348 | $10.19 | $3.5K |
| 2026-06-10 | Strum Neal Howard |
Open-market sale | 749 | $10.19 | $7.6K |
| 2026-06-10 | Starzman Ronald J. Jr. |
Open-market sale | 575 | $10.19 | $5.9K |
| 2026-06-10 | Austin Keenan Nealean |
Open-market sale | 468 | $10.19 | $4.8K |
| 2026-06-02 | Mazzanti Matthew Ross |
Open-market purchase | 1 | $10.41 | $10 |
Well-known investors holding PPHC (13F)
None of the 59 investors we track reported a position in their latest 13F.