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  4. [8-K] Public Policy Holding Company, Inc. Reports Material Event

Public Policy Holding nine-month revenue rises 15.2%

Reaffirmed 2026 guidance includes a limited two-month Reevemark contribution and excludes the impact of future acquisitions.

Available on EDGAR Accepted by SEC EDGAR
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Form Type
8-K

Rhea-AI Filing Summary

Public Policy Holding Company, Inc. reported results for the three and nine months ended September 30, 2026. Third-quarter revenue rose 13.2% to $55.2 million; nine-month revenue rose 15.2% to $157.5 million, with organic growth of 5.1% and 4.7%, respectively. Nine-month Adjusted EBITDA increased 9.9% to $36.2 million, at a 23.0% margin.

Third-quarter GAAP net income was $0.2 million versus a $7.4 million loss, including a $9.8 million non-cash bargain-purchase gain. Net cash used in operating activities was $16.5 million, versus $10.0 million provided a year earlier; Adjusted Free Cash Flow was $14.6 million versus $21.1 million amid higher working-capital use. Net debt was $21.4 million at September 30, 2026, compared with $38.5 million a year earlier.

PPHC reaffirmed 2026 guidance of $213 million to $216 million in revenue and $48.5 million to $50.5 million in Adjusted EBITDA, including a limited two-month Reevemark contribution and excluding future acquisitions. Tancredi and The Advocacy Partners were acquired in Q3, followed by Reevemark on November 1, 2026. On November 2, PPHC announced an expanded Bank of America credit facility, allowing leverage of up to 1.5-2.0x EBITDA subject to availability of accretive acquisition opportunities. The $0.117-per-share interim dividend, approximately 2% above 2025, was paid in October.

4 points · 0 major

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Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 2 points

How the balance works

Positive

  • Moderate pointNine-month revenue increased 15.2% to $157.5 million.
  • Moderate pointNine-month Adjusted EBITDA rose 9.9% to $36.2 million.
  • Minor pointNet debt was $21.4 million, compared with $38.5 million a year earlier.
  • Minor pointThe interim dividend increased approximately 2% to $0.117 per share.

Negative

  • Moderate pointNine-month operating cash flow was $16.5 million used, versus $10.0 million provided.
  • Moderate pointAdjusted Free Cash Flow declined 31.0% to $14.6 million.
Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Q3 revenue $55.2 million; up 13.2% year over year Three months ended September 30, 2026
Nine-month revenue $157.5 million; up 15.2% year over year Nine months ended September 30, 2026
Nine-month Adjusted EBITDA $36.2 million; up 9.9% year over year Nine months ended September 30, 2026; 23.0% margin
Operating cash flow $16.5 million used Nine months ended September 30, 2026; $10.0 million provided in 2025
Adjusted Free Cash Flow $14.6 million Nine months ended September 30, 2026, compared with $21.1 million in 2025
Net debt $21.4 million At September 30, 2026; $38.5 million at September 30, 2025
2026 guidance $213 million to $216 million revenue; $48.5 million to $50.5 million Adjusted EBITDA Includes a limited two months' contribution from Reevemark and excludes future acquisitions
Interim dividend $0.117 per share 2026 interim dividend; approximately 2% above the 2025 interim dividend
Organic Revenue Growth financial
"Organic Revenue Growth of approximately 5%"
Organic revenue growth is the increase in a company's sales that comes from its existing products and services, without including any gains from acquisitions or selling off parts of the business. It reflects the company’s ability to attract more customers or encourage existing customers to buy more over time. For investors, it indicates the company's underlying strength and efficiency in expanding its core operations.
Adjusted EBITDA financial
"Adjusted EBITDA of $36.2 million"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Adjusted Free Cash Flow financial
"Adjusted Free Cash Flow of $14.6 million"
Adjusted free cash flow is the amount of money a company generates from its operations after accounting for essential expenses and investments, like maintaining or upgrading equipment. It shows how much cash is truly available to grow the business, pay debts, or return to shareholders, helping investors see the company's financial health more clearly.
contingent consideration financial
"change in fair value of contingent consideration"
Contingent consideration is an additional payment agreed when one company buys another that will be paid later only if specific future targets are met, such as revenue, profit, or regulatory milestones. It matters to investors because it shifts risk between buyer and seller and affects the acquiring company's future cash flow and reported value — like promising a bonus after results are proven.
two-class method financial
"application of the two-class method"
Q3 revenue $55.2 million Up 13.2% year over year
Nine-month revenue $157.5 million Up 15.2% year over year
Q3 Adjusted EBITDA $12.8 million Up 11.1% year over year
Nine-month Adjusted EBITDA $36.2 million; 23.0% margin Up 9.9% year over year
Q3 GAAP net income $0.2 million Compared with a $7.4 million net loss in Q3 2025; includes a $9.8 million non-cash bargain-purchase gain
Nine-month GAAP net loss $15.0 million Compared with a $23.8 million net loss in 9M 2025
Operating cash flow $16.5 million used Compared with $10.0 million provided in 9M 2025
Adjusted Free Cash Flow $14.6 million Compared with $21.1 million in 9M 2025
Guidance

For full-year 2026, revenue of $213 million to $216 million, Adjusted EBITDA of $48.5 million to $50.5 million with an adjusted margin of 22.5% to 23.5%, and organic revenue growth of approximately 5%. Includes a limited two months' contribution from Reevemark and excludes the impact of future acquisitions.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were PPHC's Q3 2026 revenue and organic growth?
PPHC reported third-quarter revenue of $55.2 million, up 13.2% year over year, with organic revenue growth of 5.1%. For the nine months ended September 30, 2026, revenue was $157.5 million, up 15.2%, with organic growth of 4.7%.

What is PPHC's 2026 revenue and Adjusted EBITDA guidance?
PPHC reaffirmed revenue guidance of $213 million to $216 million and Adjusted EBITDA guidance of $48.5 million to $50.5 million. The guidance includes a limited two months' contribution from Reevemark and excludes the impact of future acquisitions.

When was the PPHC 2026 interim dividend record date?
The record date for PPHC's $0.117-per-share interim dividend was September 25, 2026. The ex-dividend date for shares traded on Nasdaq and AIM was also September 25, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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0001903508false00019035082026-11-092026-11-09

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM 8-K
_______________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 9, 2026
Public Policy Holding Company, Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-43077
87-3557229
(State or other jurisdiction of
incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
800 North Capitol Street NW, Suite 800,
Washington, DC
20002
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (202) 688-0020
Not Applicable
(Former name or former address, if changed since last report)
_______________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par valuePPHCNASDAQ
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x


Item 2.02    Results of Operations and Financial Condition.
On November 9, 2026, Public Policy Holding Company, Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2026. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
In addition, the Company is furnishing a copy of an investor presentation (the “Presentation”) that the Company intends to use, in whole or in part, in one or more meetings with investors or analysts, including in a webcast on November 9, 2026 at 4:30 p.m. (Eastern Time). A copy of the Presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.
The information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 furnished hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth in such filing.
Item 9.01    Financial Statements and Exhibits.
(d)Exhibits
Exhibit No.Description
99.1
Press release, dated November 9, 2026
99.2
Investor presentation materials, dated November 9, 2026
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 9, 2026
Public Policy Holding Company, Inc.
By: /s/ George Stewart Hall
Name:
George Stewart Hall
Title:
Chief Executive Officer







Public Policy Holding Company, Inc. Announces Q3 2026 Financial Results
Continued Organic Growth and Expansion Through M&A; 2026 Guidance Reaffirmed
        
•Nine-Month 2026 YoY revenue growth of 15.2% with organic revenue growth of 4.7%
•Completed two acquisitions during the quarter, with one more acquisition concluding post-period
•Net Debt as of September 30, 2026 of $21.4 million; post-period announced expansion of credit facility
•Full Year 2026 guidance reaffirmed
WASHINGTON, DC – November 9, 2026 (GLOBE NEWSWIRE) – Public Policy Holding Company, Inc. ("PPHC," "Company," "Group") (Nasdaq: PPHC and AIM: PPHC.L), a leading global strategic communications provider offering a comprehensive range of advisory services in the areas of Government Relations, Corporate Communications, and Public Affairs, today reported unaudited financial results for the quarter ended September 30, 2026 ("Q3 2026") and for the nine months ended September 30, 2026 ("9M 2026").
Q3 2026 Financial Highlights
•Revenue increased 13.2% over Q3 2025 to $55.2 million
•Organic revenue growth of 5.1% over Q3 2025
•GAAP net income of $0.2 million, an improvement compared to the net loss of $7.4 million in Q3 2025, resulting from a $9.8 million non-cash bargain purchase gain on this quarter's acquisitions
•Adjusted EBITDA of $12.8 million, up 11.1% over Q3 2025, achieved at a 23.2% margin, reflecting incremental public company costs incurred following January 2026 U.S. IPO, and, to a lesser extent, a shift in business mix
•Adjusted Net Income of $10.7 million, up 8.7% over Q3 2025
•GAAP basic and diluted loss per share of $0.01, an improvement as compared to a loss of $0.45 per share in Q3 2025. GAAP net income is resulting in a GAAP net loss per share as a result of application of the two-class method, whereby the dividend declared on non-vested shares exceeded net income.
•Adjusted EPS, fully diluted of $0.33 compared to $0.36 in Q3 2025, reflecting the higher share count following January 2026 U.S. IPO
9M 2026 Financial Highlights
•Revenue increased 15.2% over 9M 2025 to $157.5 million
•Organic Revenue growth of 4.7% over 9M 2025
•GAAP Net Loss of $15.0 million compared to $23.8 million in 9M 2025
•Adjusted EBITDA of $36.2 million, up 9.9% over 9M 2025, achieved at a 23.0% margin
•Adjusted Net Income of $28.6 million, up 12.8% over 9M 2025
•GAAP Basic and diluted loss per share of $0.68 an improvement as compared to a loss of $1.51 per share in 9M 2025
•Adjusted EPS, fully diluted of $0.92 compared to $0.97 in 9M 2025, reflecting the higher share count following the January 2026 U.S. IPO
•Debt position of $39.8 million offset by cash of $18.4 million, resulted in a Net Debt position of $21.4 million compared to $38.5 million on September 30, 2025, due to proceeds of 2026 U.S. IPO and continued repayment of debt balances.
1






Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBITDA Incl. M&A expense, Adjusted net income, Adjusted EPS, fully diluted, Organic Revenue Growth and Adjusted Free Cash Flow, are non-GAAP financial measures, as defined and reconciled to the nearest related GAAP measure below.
Stewart Hall, CEO of PPHC, commented:
"PPHC delivered another strong quarter, with revenue increasing 13.2% and organic growth accelerating to 5.1%. Our Government Relations businesses performed particularly well, delivering double-digit revenue growth, substantial profit growth and robust margins. This performance demonstrates the strength of our underlying businesses and their ability to convert growing client demand into higher earnings.

"The performance reflects the benefits of our diversified platform, with particularly strong results in Government Relations, alongside continued execution of our growth strategy. During the quarter, we expanded our capabilities and geographic reach through the acquisitions of Tancredi and The Advocacy Partners, and we continued that strategic expansion following the period end with the acquisition of Reevemark.

"With a broad and diversified client base, lower year-on-year net debt and additional financial capacity, we remain focused on delivering consistent organic growth while selectively pursuing opportunities to strengthen the platform and create long-term value for shareholders."

Roel Smits, CFO of PPHC, Commentary and Financial Guidance:
"PPHC's nine-month performance reflects continued revenue growth, Adjusted EBITDA growth with margins stabilized and aligned with our prior guidance. We continue to manage the business back towards our 25% Adjusted EBITDA margin target as recently acquired businesses scale and as we absorb the first full year of U.S. public company costs. Alongside a focus on profitability, we also remain focused on investment in future growth as evidenced by the acquisition activity in Q3 and early Q4. With a strong balance sheet, and recently expanded debt facilities as announced on November 2, 2026, agreed with our partner Bank of America, recurring client relationships and a robust acquisition pipeline in North America, UK, and mainland Europe, we believe PPHC is well positioned to continue creating value for shareholders."
Reaffirms Financial Outlook
For full year 2026, PPHC is maintaining its guidance:
•Revenue in the range of $213 million to $216 million
•Adjusted EBITDA in the range of $48.5 million to $50.5 million, reflecting an adjusted margin between 22.5% and 23.5%
•Organic Revenue Growth of approximately 5%
This guidance includes the limited 2 months' contribution from the Reevemark acquisition (completed November 1, 2026) and continues to exclude the impact of any future acquisitions. The Company does not provide a reconciliation of forward-looking non-GAAP measures to the most directly comparable GAAP measures because the reconciling items, including acquisition-related charges, share-based accounting charges and changes in the fair value of contingent consideration, cannot be reasonably predicted without unreasonable effort.
Operational Highlights
PPHC continued to execute its growth strategy through complementary acquisitions, senior hires and the development of new capabilities across the Group:
•Completed the acquisition of Tancredi on July 1, 2026, adding financial, corporate and litigation communications expertise as the first member of TrailRunner Group, the Group’s corporate and financial communications platform, and expanding international operations in London and Milan.
•Completed the acquisition of The Advocacy Partners on August 1, 2026, establishing PPHC’s government-relations capabilities in Florida and strengthening its state-level presence across key U.S. markets.
2






•Following the period end, completed the acquisition of Reevemark on November 1, 2026, adding specialist corporate, financial, litigation and crisis communications capabilities as the second member of the TrailRunner group.
•Strengthened senior talent with significant new hires in Government Relations, Corporate Communications, and Public Affairs.
•FTP and Seven Letter were named to PRNEWS’ Agency Elite Top 120, while professionals across the Group received individual recognition from Washingtonian, PRWeek and PRNEWS.
•Revenue diversification further enhanced with the top 10 Group clients representing 7.7% of revenue in 9M 2026 (9M 2025: 9.2%). Revenue mix by segment also diversified further, with the Corporate Communications & Public Affairs segment, the Group's second-largest reporting segment, growing to represent 35.5% of total revenue in 9M 2026 (9M 2025: 33.8%).
•PPHC's client base has grown to approximately 1,700 clients served in the last twelve months, including representations of approximately half of the Fortune 100 and many more via trade associations, reflecting continued high retention and new-business generation.
•The Group ended 9M 2026 with 484 employees (9M 2025: 451).
2026 Segment Results
•Government Relations Consulting revenue grew at 12.0% for 9M 2026, as compared to 9M 2025, as a consequence of continued organic growth of 6.7% in tandem with the acquisitions of Pine Cove Strategies, LLC ("Pine Cove") (completed July 11, 2025), WPI (completed April 1, 2026), and TAP (completed August 1, 2026). The margin of Segment Adjusted pre-bonus EBITDA increased by 3.0 percentage points to 47.2%, reflecting the consistent pricing of retainer contracts both at U.S. Federal and State level.
•Corporate Communications & Public Affairs Consulting revenue increased by 21.1% for 9M 2026, as compared to 9M 2025, driven by the impact of the acquisitions of TrailRunner International, LLC ("TrailRunner") (completed April 1, 2025), WPI (completed April 1, 2026), and Tancredi (completed July 1, 2026), while partially offset by a 0.9% organic revenue decline. The margin of Segment Adjusted pre-bonus EBITDA decreased by 2.5pts to 25.1% in 9M 2026, reflecting the inclusion of acquired revenues, representing operating margins that are lower than the Group's average, and reduced project volumes.
•Compliance and Insights Services continued its strong topline growth at 14.0% for 9M 2026, as compared to 9M 2025 (reported and organic) as a result of high renewal rates, price increases, and new client wins, reflective of a unique and high value-added offering. The margin of Segment Adjusted pre-bonus EBITDA was high at 48.9%, with the decline versus prior-year period primarily reflecting the Company's cost allocation structure for this segment rather than a change in its underlying profitability. The margin continues to benefit from strong pricing on subscription-based contracts and the increased use of technology in servicing clients.
Conference Call Webcast Information
PPHC management will host a conference call to discuss the Company’s financial results today at 4:30 p.m. Eastern Time. The call will be led by Stewart Hall, Chief Executive Officer, Roel Smits, Chief Financial Officer, and Thomas Gensemer, Chief Strategy Officer.
Date: Monday, November 9, 2026
Time: 4:30 p.m. Eastern Time
Webcast: Participants may access the conference call via live webcast at https://edge.media-server.com/mmc/p/pkaeo8z7/

Dial-in: https://register-conf.media-server.com/register/BI779e286feb6c462e9f64ebe001de757a

3






A replay of the webcast of the conference call will be available on the Investor Relations section of the Company’s website at investors.pphcompany.com.
This announcement contains inside information under the UK Market Abuse Regulation. The person responsible for arranging for the release of this announcement on behalf of the Company is Roel Smits, CFO.


About PPHC
Incorporated in 2014, PPHC is a global strategic communications platform that supports clients in enhancing and defending their reputations, advancing policy objectives, managing regulatory risk, and engaging with federal and state-level policymakers, stakeholders, media, and the public.
Engaged by approximately 1,700 clients over the last twelve months, including companies, trade associations and non-governmental organizations, PPHC is active in all major sectors of the economy, including healthcare and pharmaceuticals, financial services, energy, technology, telecoms and transportation.
With operations across the United States and internationally, PPHC's services include government relations, public affairs and corporate communications, research and analytics, digital advocacy campaigning, and compliance support. The Company's shares are admitted to trading on the Nasdaq Global Market and on AIM, a market operated by the London Stock Exchange, under the ticker symbol "PPHC".
For more information, visit www.pphcompany.com.
Financial Review
Certain monetary amounts, percentages and other figures included elsewhere in this earnings release have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables or charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.
4






Adjusted Profit & Loss Statement
(Amounts in millions, except per share data)
Three months ended September 30,Nine months ended September 30,
20262025$ Change% Change20262025$ Change% Change
Revenue
$55.2 $48.8 $6.4 13.2 %$157.5 $136.7 $20.8 15.2 %
GAAP Net income (loss)0.2 (7.4)7.7 103.2 %(15.0)(23.8)8.8 37.0 %
Adjusted EBITDA
12.8 11.5 1.3 11.1 %36.2 33.0 3.3 9.9 %
Adjusted EBITDA margin
23.2 %23.6 %(0.4)pts23.0 %24.1 %(1.1)pts
M&A expense(0.9)(0.1)(0.8)(611.6)%(2.0)(0.4)(1.6)(387.0)%
Adjusted EBITDA incl M&A expense
11.9 11.4 0.5 4.2 %34.2 32.5 1.7 5.2 %
Depreciation
(0.1)(0.1)(0.0)(5.3)%(0.2)(0.1)(0.0)(5.3)%
Adjusted EBIT
11.8 11.3 0.5 4.2 %34.1 32.4 1.7 5.2 %
Net interest
(0.7)(1.0)0.3 28.3 %(1.9)(2.4)0.4 18.7 %
Adjusted EBT
11.1 10.4 0.7 7.2 %32.1 30.0 2.1 7.1 %
Taxes
(0.5)(0.6)0.1 19.5 %(3.6)(4.7)1.1 23.8 %
Effective tax rate
4.2 %5.5 %(1.4)pts11.1 %15.5 %(4.5)pts
Adjusted Net Income
$10.7 $9.8 $0.9 8.7 %$28.6 $25.3 $3.2 12.8 %
Adjusted Net Income margin
19.3 %20.1 %(0.8)pts18.2 %18.5 %(0.4)pts
GAAP basic and diluted earnings per share$(0.01)$(0.45)$0.44 97.0 %$(0.68)$(1.51)$0.83 55.2 %
Adjusted EPS ($) (basic)
$0.35 $0.39 $(0.04)(10.4)%$0.98 $1.03 $(0.05)(5.1)%
Adjusted EPS ($) (fully diluted)
$0.33 $0.36 $(0.03)(9.4)%$0.92 $0.97 $(0.04)(4.5)%
Bridge from Adjusted to Reported Results
(Amounts in millions, except percentages)
Three months ended September 30,Nine months ended September 30,
20262025$ Change% Change20262025$ Change% Change
Adjusted Net Income$10.7 $9.8 $0.9 8.7 %$28.6 $25.3 $3.2 12.8 %
Share-based accounting charge(7.2)(7.4)0.2 2.1 %(21.9)(22.2)0.3 1.6 %
M&A: Post-combination compensation(6.7)(4.0)(2.7)(69.0)%(13.7)(12.7)(1.0)(7.8)%
M&A: Gain on bargain purchase9.8 — 9.8 — 10.7 — 10.7 — 
M&A: change in contingent consideration(1.7)(2.3)0.6 27.3 %(8.8)(4.9)(3.9)(78.8)%
Long Term Incentive Program charges(2.8)(2.0)(0.8)(39.9)%(4.8)(4.6)(0.2)(3.6)%
Amortization intangibles(1.9)(1.6)(0.2)(14.5)%(5.0)(4.6)(0.4)(9.5)%
Other income, net0.0 — 0.0 — 0.0 (0.0)0.0 3,228.4 %
GAAP net income (loss)$0.2 $(7.4)$7.7 103.2 %$(15.0)$(23.8)$8.8 37.0 %
Management reviews the progress and performance of its business on the basis of the Adjusted Net Income shown above. The items excluded from the Adjusted Net Income above, while included in our GAAP results, have been shown in the Bridge above. These excluded items principally reflect non-cash accounting items, while certain M&A related charges relate to consideration paid in prior or current periods, or payable in future periods, nor do they reflect management’s view of the ongoing performance of the underlying business. Please refer to the section ‘basis of preparation’ for a discussion of each of the non-cash items excluded from Adjusted Net Income.
5






Revenue
($ in millions, except percentages)
Three months ended September 30,
20262025
Revenue from acquisitions
Organic revenue
Total revenue
Total revenue
Organic Revenue Growth(1)
Total Growth
Government Relations Consulting
$2.4 $29.5 $31.9$27.5 7.5 %16.1 %
Corporate Communications & Public Affairs Consulting
1.6 17.9 19.518.0 (0.8)%8.1 %
Compliance and Insights Services
— 3.8 3.83.3 16.3 %16.3 %
Total
$4.0 $51.3 $55.2$48.8 5.1 %13.2 %
($ in millions, except percentages)
Nine months ended September 30,
20262025
Revenue from acquisitions
Organic revenue
Total revenue
Total revenue
Organic Revenue Growth(1)
Total Growth
Government Relations Consulting
$4.3 $86.4 $90.6 $80.9 6.7 %12.0 %
Corporate Communications & Public Affairs Consulting
10.2 45.8 55.9 46.2 (0.9)%21.1 %
Compliance and Insights Services
— 10.9 10.9 9.6 14.0 %14.0 %
Total
$14.4 $143.1 $157.5 $136.7 4.7 %15.2 %
(1) Refer to the Non-GAAP Financial Measures section below for the Company’s definition of Organic Revenue Growth.


($ in millions, except percentages)
Three months ended September 30,Nine months ended September 30,
20262025$ change% change20262025$ change% change
United States
$50.1 $46.3 $3.8 8.2 %$145.6 $130.3 $15.3 11.7 %
International5.1 2.4 2.6 106.6 %11.8 6.3 5.5 86.5 %
Revenue by geographic market
$55.2 $48.8 $6.4 13.2 %$157.5 $136.7 $20.8 15.2 %
Percent of Revenue by SegmentThree months ended September 30,Nine months ended September 30,
20262025change20262025change
Government Relations57.8 %56.3 %1.5 pts57.5 %59.2 %(1.7)pts
Corporate Communications and Public Affairs35.3 %36.9 %(1.6)pts35.5 %33.8 %1.7 pts
Compliance and Insights Services6.9 %6.7 %0.2 pts6.9 %7.0 %(0.1)pts
Percent of Revenue by geographic marketThree months ended September 30,Nine months ended September 30,
20262025change20262025change
United States90.8 %95.0 %(4.1)pts92.5 %95.4 %(2.9)pts
International9.2 %5.0 %4.1 pts7.5 %4.6 %2.9 pts

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Profit
Long-term Profit
(dollars in millions)
FYFYFYFY9M9M
20222023
2024
2025
20252026
GAAP Net loss$(15.0)$(14.2)$(24.0)$(39.0)$(23.8)$(15.0)
Adjusted EBITDA
$31.5 $35.4 $38.6 $45.4 $33.0 $36.2 
Adjusted EBITDA margin
29.0 %26.2 %25.8 %24.3 %24.1 %23.0 %
Adjusted net income$26.5 $27.7 $36.6 $25.3 $28.6 
Adjusted net income margin19.6 %18.5 %19.6 %18.5 %18.2 %

GAAP Net losses decreased from $23.8 million in 9M 2025 to $15.0 million in the nine months ended September 30, 2026, the loss itself resulting from a $21.9 million share-based accounting charge stemming from the 2021 London IPO and the treatment of acquisitions in our accounts, as visible 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 was a favorable decrease in income tax expense of $1.1 million resulting from a one‑time benefit that gave rise to the recognition of a deferred tax asset and a decrease 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 2025 Q4.
Adjusted EBITDA for the nine months ended September 30, 2026 was $36.2 million, up 9.9% or $3.3 million from the same period in 2025, achieved at a margin of 23.0%, close to the Group’s historical performance, while reflecting the change in business mix with highly profitable Government Relations activities reducing in relative weight, incorporation of new U.S. public company costs, and certain technology investments.
7






Revenue and Profit by Segment($ in millions)
Three months ended September 30,Nine months ended September 30,
20262025% variance20262025% variance
Government Relations
Revenue$31.9 $27.5 16.1 %$90.6 $80.9 12.0 %
Segment Adjusted pre-bonus EBITDA$15.4 $11.5 33.5 %$42.8 $35.8 19.6 %
    Segment Adjusted pre-bonus EBITDA margin48.3 %42.0 %6.3 pts47.2 %44.2 %3.0 pts
Corporate Communications and Public Affairs
Revenue$19.5 $18.0 8.1 %$55.9 $46.2 21.1 %
Segment Adjusted pre-bonus EBITDA$5.0 $5.5 (9.4)%$14.0 $12.7 10.2 %
    Segment Adjusted pre-bonus EBITDA margin25.5 %30.4 %(4.9)pts25.1 %27.5 %(2.5)pts
Compliance and Insights Services
Revenue$3.8 $3.3 16.3 %$10.9 $9.6 14.0 %
Segment Adjusted pre-bonus EBITDA$1.8 $1.8 (0.8)%$5.3 $5.2 2.7 %
    Segment Adjusted pre-bonus EBITDA margin46.3 %54.3 %(8.0)pts48.9 %54.3 %(5.4)pts
Total
Revenue$55.2 $48.8 13.2 %$157.5 $136.7 15.2 %
Segment Adjusted pre-bonus EBITDA$22.1 $18.8 17.7 %$62.2 $53.7 15.8 %
    Segment Adjusted pre-bonus EBITDA margin40.1 %38.5 %1.6 pts39.5 %39.3 %0.2 pts
Non-allocated Corporate costs$(4.8)$(3.0)(59.3)%$(13.4)$(9.6)(40.5)%
   Non-allocated Corporate costs % of revenue(8.6)%(6.1)%(2.5)pts(8.5)%(7.0)%(1.5)pts
Non-allocated Bonus(4.6)(4.3)(6.7)%(12.5)(11.2)(11.9)%
    Non-allocated Bonus % of revenue(8.3)%(8.8)%0.5 pts(7.9)%(8.2)%0.2 pts
Adjusted EBITDA$12.8 $11.5 11.1 %$36.2 $33.0 9.9 %
    Adjusted EBITDA margin23.2 %23.6 %(0.4)pts23.0 %24.1 %(1.1)pts
GAAP net income (loss)$0.2 $(7.4)103.2 %$(15.0)$(23.8)(37.0)%
For a reconciliation between Adjusted EBITDA and GAAP net loss, see the Adjusted Profit & Loss Statement and the Bridge from Adjusted to Reported Results.
Segment Adjusted pre-bonus EBITDA increased from $18.8 million to $22.1 million in the three months ended September 30, 2026, and from $53.7 million to $62.2 million in the nine months ended September 30, 2026, driven by growth in Government Relations.
Non-allocated corporate costs went up from $3.0 million to $4.8 million in the three months ended September 30, 2026 and from $9.6 million to $13.4 million in the nine months ended September 30, 2026, as a result the building of a robust central platform for supporting our clients, the incremental U.S. public company costs stemming from the second listing, and the growing of our group of member companies. Also, external advisory costs increased as a consequence of these same factors.
Non-allocated bonus increased from $4.3 million to $4.6 million in the three months ended September 30, 2026 and from $11.2 million to $12.5 million in the nine months ended September 30, 2026, as a result of the growth in pre-bonus EBITDA.
8






Other
The Group’s net finance costs for the three and nine months ended September 30, 2026 were $0.7 million and $1.9 million, respectively, as compared to 2025 of $1.0 million and $2.4 million, reflecting the decrease in debt on the Group’s balance sheet as well as a modest decrease in interest rates.
The income tax expense accrual for the three months ended September 30, 2026 was $0.5 million on a net income before income taxes of $0.7 million as compared to $0.6 million on a net loss before income taxes of $6.9 million in the three months ended September 30, 2025. Compared to Adjusted Profit before Tax, the charge represents an effective tax rate of 4.2% for the three months ended September 30, 2026, compared to a 5.5% effective rate in the three months ended September 30, 2025. The change was driven by structural and temporary differences between tax accounting and GAAP accounting, as well as temporary differences due to phasing of the tax charge across the year.
The income tax expense accrual for the nine months ended September 30, 2026 was $3.6 million on a net loss before income taxes of $11.4 million as compared to $4.7 million on a net loss before income taxes of $19.1 million in the nine months ended September 30, 2025. Compared to Adjusted Profit before Tax, the charge represents an effective tax rate of 11.1% for the nine months ended September 30, 2026, which represents an improvement over the 15.5% effective rate in the nine months ended September 30, 2025. The reduction was driven by structural and temporary differences between tax accounting and GAAP accounting, as well as temporary differences due to phasing of the tax charge across the year.
After interest and taxes, the Group’s Adjusted Net Income for the three months ended September 30, 2026 amounted to $10.7 million, up 8.7% from $9.8 million in the three months ended September 30, 2025. For the nine months ended September 30, 2026, the Group’s Adjusted Net Income amounted to $28.6 million, up 12.8% from $25.3 million in nine months ended September 30, 2025.
The Group ended Q3 2025 with 451 employees and on September 30, 2026, this had increased to 484, primarily as a result of the acquisitions of WPI, Tancredi, and TAP. The Group’s average employee count during the three months ended September 30, 2026 was 480 (2025: 451).
Cash Flow
PPHC's GAAP Cash Flow statement has certain acquisition-related payments included in the Cash provided by (used in) Operating Activities and in the Cash provided by Financing Activities, as a consequence of certain acquisition payments being made subject to continued employment.
The impact of acquisition-related payments on Cash provided by (used in) Operating Activities was especially pronounced in this year's nine months period. As a consequence, Cash provided by (used in) Operating Activities reduced from $10.0 million to $(16.5) million.
Consequently, in addition to our GAAP statement of cash flows, we use a non‑GAAP liquidity measure, Adjusted Free Cash Flow, to evaluate our cash generation. Adjusted Free Cash Flow should be viewed as supplemental to, and not a substitute for, GAAP net cash provided by (used in) operating activities and total changes in cash and cash equivalents.
In general, the generation of Adjusted Free Cash Flow tends to be weighted towards the second half of the year, as a consequence of the payment of annual bonuses in the first half of the year.
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 2025. The decrease of $6.5 million in Adjusted Free Cash Flow is attributable to the Company's increased use of cash for working capital, stemming from higher receivables and the absorption of the working capital balances of our Q3 acquisitions. In 9M 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 9M 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 9M 2026 compared to 9M 2025.
9






Conversion Cash flow from Operations to Adjusted Free Cash Flow and Summary of Cash Uses and Sources
(Amount in millions, except percentages)
Nine months ended September 30,
20262025$ Change% Change
Net cash provided by (used in) operating activities - as reported$(16.5)$10.0 $(26.5)(264.3)%
     Prepaid post-combination expense27.5 10.3 17.2 167.1 %
     Change in other liability2.8 1.0 1.8 181.6 %
     Change in contingent consideration1.4 0.0 1.4 51,139.4 %
     Capex
(0.7)(0.2)(0.5)(224.8)%
Adjusted Free Cash Flow14.6 21.1 (6.5)(31.0)%
Cash paid for acquisitions, net of cash acquired(9.2)(21.0)11.8 56.0 %
Acquisition Payments included in Cash flow from Operations(31.8)(11.3)(20.5)(181.1)%
Acquisition Payments included in Cash flow from Financing(0.3)(0.7)0.4 57.9 %
Cash Flow related to acquisitions(41.3)(33.0)(8.3)(25.1)%
Proceeds from notes payable— 24.0 (24.0)(100.0)%
Payment of debt issuance costs— (0.1)0.1 100.0 %
Loan issued to related parties — (0.5)0.5 100.0 %
Proceeds received for notes receivable - related parties 0.4 — 0.4 — 
Principal payment of note payable(7.3)(6.5)(0.8)(12.8)%
Cash Flow related to debt financing(6.9)16.9 (23.8)(140.6)%
Dividends paid(7.0)(7.1)0.1 1.0 %
Payment of deferred equity offering costs(4.2)(1.5)(2.7)(182.0)%
Proceeds from U.S. initial public offering, net of underwriting fees of $3.0 million42.9 — 42.9 — 
Cash Flow related to equity financing31.7 (8.6)40.3 469.0 %
Effect of foreign exchange rate changes on cash and cash equivalents(0.1)0.2 (0.2)(134.3)%
Net Cash Movement$(2.0)$(3.4)$1.4 41.1 %
Cash outflows related to acquisitions increased from $33.0 million in 9M 2025 to $41.3 million in 9M 2026, with the 2026 outflow resulting from a completion payment related to the acquisition of WPI (completed April 1, 2026), Tancredi (completed July 1, 2026), and TAP (completed August 1, 2026) along with the smaller acquisitions of Brendan Shaw Associates (completed January 1, 2026), Cowen Consulting, LLC and Putnam Strategies, LLC (collectively completed May 1, 2026), as well as earnout payments related to the acquisitions of MultiState (completed March 1, 2023) and Trailrunner (completed April 1, 2025), while the cash used in 2025 primarily related to a completion payment relating to the acquisition of TrailRunner and earnout payments related to the acquisition of KP (Completed October 1, 2022). In 2026, the cash inflow relating to equity financing of $31.7 million primarily resulted from the U.S. IPO in January 2026, offset by dividend payments.
Adjusted Free Cash Flow is a non‑GAAP liquidity measure. It adjusts GAAP net cash provided by (used in) operating activities for acquisition‑related and capital expenditure cash flows as described above. These are cash outflows that occur in connection with our acquisition strategy and ongoing investment needs, and Adjusted Free Cash Flow should not be construed as representing additional cash available for use.
10






Net debt position
PPHC's debt position on September 30, 2026 of $39.8 million offset by cash of $18.4 million, resulted in a Net Debt position of $21.4 million as compared to a Net Debt position of $38.5 million on September 30, 2025. The decrease in Net Debt related to cash received from our 2026 U.S. IPO, as well as the continued repayment of debt balances.
(Amounts in millions, except percentages)
September 30,June 30,December 31,September 30,
2026202620252025
Cash and cash equivalents as of end of period
$18.4 $36.9 $20.4 $11.1 
Notes payable, long-term, net
(30.5)(32.3)(37.9)(41.5)
Notes payable, current portion, net
(9.3)(9.9)(9.1)(8.2)
Total Debt
$(39.8)$(42.2)$(47.0)$(49.7)
Net debt at period-end
$(21.4)$(5.2)$(26.6)$(38.5)
Earnout obligations
As part of the typical structure applied for the acquisitions completed post-London IPO, the Group committed to certain contingent earnout payments. These earnout payments are based on a profit-driven formula and if the acquired company realizes profit growth after the date of completion. Payments are typically made in a mix of cash and shares. In turn, each of these components of earnout payments may be subject to further vesting requirements and employment conditions, which keeps the recipients financially committed to the Group.
In relation to these earnout payments, the Group has liabilities recorded of $32.5 million on its balance sheet, spread across the ‘Contingent Consideration’ and ‘Other Liabilities’ line items. This number reflects not only the estimated foreseen nominal payments, but also discount factors and fair value estimates. The liabilities accrued under 'Contingent Consideration' relate to regular M&A payments, while the liabilities accrued under "Other Liabilities" relate to those M&A payments that have 'continued employment' requirements and are therefore subject to 'clawback' provisions.
In nominal terms, over the period 2026 Q4 to 2031, based on expected performance of each of the acquired companies, management anticipates having to make earnout payments of $80.2 million(1), of which $43.8 million will be payable in cash and the remainder in shares.
The maximum earnout liability over that same period, which would only be reached if each acquisition meets very aggressive profit growth targets, would be $194.5 million, of which $111.6 million will be payable in cash and the remainder in shares. Generally, in order for an acquisition to reach maximum earnout payments, it would need to grow its profit by 25-30% annually during the entire earnout period.
Revisions to these expectations, relative to those reported in prior periods, are attributable to the execution of actual earnout payments, to the passage of time, as well as to modifications in the financial forecasts of the acquired companies.
Estimated Earnout Liabilities – in Nominal Terms(1)
($ in millions)

Q4 202620272028202920302031Total
Expected earnout payments in Cash
$0.6 $5.0 $25.2 $3.5 $2.9 $6.7 $43.8 
Expected earnout payments in PPHC stock
— 2.0 24.5 2.2 2.9 4.8 36.4 
Expected earnout payments - total
$0.6 $7.0 $49.7 $5.7 $5.7 $11.6 $80.2 
Maximum earnout payments in Cash
$0.6 $15.7 $27.7 $19.3 $10.0 $38.4 $111.6 
Maximum earnout payments in PPHC stock
— 7.2 26.2 11.8 10.0 27.7 82.9 
Maximum earnout payments - total
$0.6 $22.9 $53.9 $31.1 $20.0 $66.1 $194.5 
(1) Earnout liabilities above reflect the position as of September 30, 2026 and therefore do not include the impact of the post-period acquisition of Reevemark.
11






Dividend
On September 10, 2026, the Company's Board of Directors declared an Interim Dividend for the financial year ending December 31, 2026 of $0.117 per share of Common Stock, an increase of approximately 2% over the 2025 Interim Dividend of $0.115 per share (as adjusted for the Company's 5-for-1 share consolidation effective October 2, 2025).
The Interim Dividend equated to an aggregate amount of approximately $3.6 million (2025 Interim Dividend: approximately $2.9 million), paid to the holders of record of all of the issued and outstanding shares of the Company's Common Stock as of the close of business on the record date, September 25, 2026. The ex-dividend date for shares of the Company's Common Stock traded on Nasdaq and on AIM was September 25, 2026. This dividend was paid in October 2026.
The Interim Dividend is consistent with the Company's dividend policy of paying out up to 30% of Adjusted Net Income, and with the Group's intention to pay approximately one-third of the expected total dividend for the year as an Interim Dividend. The dividend reflects the Group's balanced approach to capital allocation, returning cash to stockholders while retaining the flexibility to pursue accretive acquisitions. The Company expects to continue to pay dividends on a semiannual basis; the declaration, timing and amount of any future dividends remain subject to the discretion of the Company's Board of Directors.

Information per Share
Share count in thousands
Three months ended September 30,
20262025
Share count
/ $ Change
% Change
# weighted avg shares - GAAP - basic and fully diluted
25,45717,4038,05446.3 %
# weighted avg shares - Legally outstanding - basic
30,32624,9995,32621.3 %
# weighted avg shares - Legally outstanding - fully diluted
32,26126,8865,37420.0 %
EPS - GAAP reported (basic and fully diluted)
$(0.01)$(0.45)$0.44 97.0 %
Adjusted EPS - basic
$0.35 $0.39 $(0.04)(10.4)%
Adjusted EPS - fully diluted
$0.33 $0.36 $(0.03)(9.4)%
Share count in thousands
Nine months ended September 30,
2026
2025
Share count
/ $ Change
% Change
# of shares period end - GAAP - basic and fully diluted
25,46017,5247,93745.3 %
# of shares period end - Legally outstanding - basic
30,39625,1355,26220.9 %
# of shares period end - Legally outstanding - fully diluted
32,32526,8865,43920.2 %
# weighted avg shares - GAAP - basic and fully diluted
24,57817,1657,41343.2 %
# weighted avg shares - Legally outstanding - basic
29,13324,5264,60818.8 %
# weighted avg shares - Legally outstanding - fully diluted
30,94226,1924,75018.1 %
EPS - GAAP reported (basic and fully diluted)
$(0.68)$(1.51)$0.83 55.2 %
Adjusted EPS - basic
$0.98 $1.03 $(0.05)(5.1)%
Adjusted EPS - fully diluted
$0.92 $0.97 $(0.04)(4.5)%
For the purpose of giving investors a useful view on Earnings Per Share ("EPS"), the Group computed EPS not only on a GAAP Reported Profit basis, but also on an Adjusted Net Income basis. For the latter calculation the Group includes in the denominator the legally outstanding number of shares. This definition not only includes the common shares outstanding, but also (i) unvested portion of the pre-UK IPO Retained Shares, (ii) unvested shares that have been issued in relation to acquisitions following the London IPO, and (iii) unvested Restricted Stock Awards. While those shares are still
12






subject to vesting rules, and therefore not part of the Common Outstanding share count per GAAP definition, they entitle the recipients to dividends and voting rights.
Note that the growth in the weighted average number of shares for the nine months ended September 30, 2026 (18.8% basic, 18.1% fully diluted) was primarily driven by the Group's 2026 U.S. public offering, and to a lesser extent by the annual long-term incentive program ("LTIP") issuance and M&A related issuances.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
Forward-Looking Statements
This earnings release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward looking statements involve risks and uncertainties. Forward-looking statements are often identified by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” and similar expressions, or the negative of these terms or other comparable terminology. These statements include, but are not limited to, statements regarding the Company’s future financial performance, business strategy, market opportunities, anticipated financial position, liquidity and capital needs, and other statements that are not historical facts. These statements are based on various assumptions, whether or not identified in this earnings release, and on the current expectations and assumptions of the Company’s management, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict, including as detailed in our filings with the Securities and Exchange Commission (the "SEC"). Moreover, we operate in a very competitive and rapidly changing environment and new risks emerge from time to time. It is not possible for our management to predict all risks, many of which are outside the control of the Company, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those discussed in the forward-looking statements. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this earnings release may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements and we cannot guarantee any future performance, conditions or results. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Copies of our filings with the SEC can be found on our investor relations website (investors.pphcompany.com) or on the SEC website (www.sec.gov).
Industry Information
Market data and estimates used throughout this earnings release are based on information from independent third parties and other publicly available information in addition to management’s internal estimates. Such data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. No representations or warranties are made by the Company or any of its affiliates as to the accuracy of any such information. Projections, assumptions and estimates of the future performance of the industry in which the Company operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors. These and other factors could cause results to differ materially from those expressed in management’s estimates and beliefs and in the estimates prepared by independent parties.
Basis of preparation
The financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States ("U.S. GAAP" or "GAAP").
When the Company purchases services or goods on behalf of its clients (for example in the case of media purchases), the Group does not recognize the purchased goods as net revenue, but only the net fees earned on the purchases. Therefore, purchases on behalf of clients do not materially impact the top-line or the margins.
Management believes that Adjusted EBITDA and Adjusted Net Income are more useful performance indicators than the reported Net Income. The following elements distinguish our Adjusted Net Income from our Reported Net Income:
(1)Share-based accounting charge: As mentioned in all prior filings and annual reports, shares issued to employee shareholders at the time of the 2021 London IPO are subject to a vesting schedule. In addition, their employment agreements contain certain provisions which enable cash derived from the sale of shares at the time of the 2021 London IPO to be clawed back and forfeited on certain events of termination of employment. These items create a non-cash share-based accounting charge in accordance with guidance under U.S. GAAP, Accounting Standards Codification, 718- 10-S99-2, "Compensation-Stock Compensation". Based on the value of the Company at the time of
13






admission ($197 million) and the pre-admission employee shares sold in 2021, for the three and nine months ended September 30, 2026, the non-cash charges are $7.2 million and $21.9 million (2025: $7.4 million and $22.2 million), respectively. This non-cash share-based charge has no impact on tax, nor share count or Company operations.
(2)Post-combination compensation charge: In the acquisitions that have been completed since the London IPO in 2021, the Group makes payments in cash and shares. In order to protect the interests of the Group, the shares issued as part of these transactions were made subject to vesting schedules. To a similar degree, also the cash paid as part of these transactions can be clawed back and forfeited on certain events of termination of employment.

The addition of these provisions to purchase price paid creates a post-combination compensation charge in accordance with accounting guidance under U.S. GAAP, Accounting Standards Codification, ASC 805-10-55-25, "Business Combinations - Contingent Payments". For the three and nine months ended September 30, 2026 the non-cash charges were $6.7 million and $13.7 million (2025: $4.0 million and $12.7 million), respectively. Again, this is a non-cash charge and has no impact on either tax or Company operations.
(3)LTIP charges. In 2022 the Group issued the first stock-based compensation units under the Public Policy Holding Company, Inc. 2021 Omnibus Incentive Plan. This plan was introduced at the time of the 2021 London IPO and allows the Group to issue up to a certain number of stock-related units (e.g. options, restricted stock). The charges relating to these issuances were $2.8 million and $4.8 million in the three and nine months ended September 30, 2026 (2025: $2.0 million and $4.6 million), respectively, and those were computed using the Black Scholes method.
(4)Amortization of intangibles: The non-cash amortization charge of $1.9 million and $5.0 million for the three and nine months ended September 30, 2026 (2025: $1.6 million and $4.6 million), respectively, relates to the amortization of customer relationships, developed technology, and non-compete agreements per ASC 805.
(5)Bargain purchase: As laid out in point 2, because 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 Group’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. The income recorded relating to the bargain purchase was $9.8 million and $10.7 million in the three and nine months ended September 30, 2026 (2025: zero and zero), respectively.
(6)Change in Contingent Consideration: The contingent consideration liability recorded as part of the acquisitions is adjusted at each reporting period for the change in the estimated fair value of that liability. The fair value changes over time based on management assumptions, the passage of time, payments made, and other external inputs, such as discount rates and volatility. The change in the estimated fair value of the contingent consideration is recorded as a non-operating expense of $1.7 million and $8.8 million in the three and nine months ended September 30, 2026 (2025: $2.3 million and $4.9 million), respectively.
(7)M&A expenses: since Q2 2025 reporting, the Group has been excluding M&A expenses from the Adjusted EBITDA. Reflecting our selective M&A strategy, M&A-related costs are highly variable across periods and may not occur in any given period. Expenses typically consist of M&A advisory fees, debt origination costs, and transaction related taxes. The M&A expenses in the three and nine months ended September 30, 2026 amounted to $0.9 million and $2.0 million, respectively, representing an increase relative to the corresponding expenses of $0.1 million and $0.4 million recorded in 2025.
For the calculation of EPS based on GAAP Profit, as a denominator, the Group uses the weighted average number of common stock outstanding during the period. For the calculation of EPS based on Adjusted Profit, as a denominator, the Group uses the weighted average number of Legally Issued shares during the period. This comprises all the common stock outstanding, as well as those shares that were yet unvested but entitled the owner to dividends and voting rights.
Definitions and Uses of Non-GAAP Financial Measures
We use a variety of financial and operating metrics to analyze our performance. These metrics are significant factors in assessing our operating results and profitability. These financial and operating metrics include Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBITDA Including M&A expense, Adjusted net income, Adjusted EPS basic, Adjusted EPS fully diluted, Organic Revenue Growth, and Adjusted Free Cash Flow which are financial measures not recognized under U.S. GAAP.
14






These non-GAAP financial measures are used by management to measure our operating performance, but may not be directly comparable to similar measures, such as EBITDA or Adjusted EBITDA, relied on or reported by other companies, including other companies in our industry. We believe excluding items that neither relate to the ordinary course of business nor reflect our underlying business operating performance, such as equity-based compensation, the amortization of acquired intangible assets, acquisition-related post-combination compensation and contingent consideration, gains on bargain purchase price, interest and tax enables meaningful period-to-period comparisons of our operating performance. We also use these non-GAAP financial measures when publicly providing our business outlook, for internal management purposes, and as a basis for evaluating potential acquisitions and dispositions.
For full description of our Non-GAAP Financial Measures please refer to page 47 of our 2025 Form 10-K.
Certain monetary amounts, percentages and other figures included elsewhere in this earnings release have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables or charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.
15






Condensed Consolidated Balance Sheets
(Amounts in thousands, except share and per share data)
September 30, 2026December 31, 2025
(Unaudited)
ASSETS:
Current assets:  
Cash and cash equivalents
$18,440 $20,436 
Contract receivables, net 32,763 21,851 
Notes receivable - related parties, current portion351 750 
Income taxes receivable— 2,068 
Prepaid post-combination compensation, current portion11,038 3,585 
Prepaid expenses and other current assets6,311 9,598 
Amounts due from related parties— 266 
Total current assets68,903 58,554 
Property and equipment at cost, less accumulated depreciation
1,281 598 
Notes receivable - related parties, long term900 900 
Operating lease right of use asset28,329 18,829 
Goodwill59,433 56,990 
Other intangible assets, net of accumulated amortization
46,250 37,113 
Deferred income tax asset34,121 24,600 
Prepaid post-combination compensation, long term20,058 4,692 
Other long-term assets512 276 
TOTAL ASSETS
$259,787 $202,552 
LIABILITIES AND EQUITY:
Current liabilities:
Accounts payable and accrued expenses29,431 30,819 
Income taxes payable2,653 — 
Amounts owed to related parties473 — 
Deferred revenue5,424 3,310 
Operating lease liability, current portion5,835 5,070 
Contingent consideration, current portion2,346 3,134 
Other liability, current portion3,408 1,441 
Notes payable, current portion, net9,342 9,082 
Total current liabilities58,912 52,856 
Notes payable, long term, net30,461 37,906 
Contingent consideration, long term16,162 9,864 
Other liability, long term10,587 10,553 
Operating lease liability, long term25,601 16,469 
Total liabilities$141,723 $127,648 
Shareholders' equity:
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 30,396,239 and 25,174,492 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively
28 24 
Additional paid-in capital306,272 237,075 
Accumulated deficit(188,975)(163,381)
Accumulated other comprehensive income739 1,186 
Total shareholders’ equity118,064 74,904 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY$259,787 $202,552 
16






CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(Amounts in thousands, except share and per share data)
Three Months ended September 30,Nine months ended September 30,
2026202520262025
Revenue$55,207 $48,787 $157,473 $136,686 
Operating expenses:
Salaries and other personnel costs47,041 41,940 125,028 114,605 
Office and other direct costs2,244 1,918 6,010 5,204 
Cost of services49,285 43,858 131,038 119,809 
Salaries, general and administrative9,855 6,882 31,218 23,908 
Mergers and acquisitions expense925 130 1,979 406 
Depreciation and amortization expense1,790 1,551 4,761 4,319 
Change in fair value of contingent consideration1,650 2,270 8,845 4,946 
Total operating expenses63,505 54,691 177,841 153,388 
Loss from operations(8,298)(5,904)(20,368)(16,702)
Gain on bargain purchase9,798 — 10,696 — 
Interest income13 27 279 89 
Interest expense(698)(981)(2,225)(2,481)
Other income (expense), net(117)(7)178 (30)
Net income (loss) before income taxes698 (6,866)(11,440)(19,124)
Income tax expense(462)(574)(3,555)(4,662)
Net income (loss)236 (7,440)(14,995)(23,786)
Less unvested common stock dividends under the two - class method(578)(410)(1,660)(2,161)
Net loss attributable to common shareholders$(342)$(7,850)$(16,655)$(25,947)
Net loss per share attributable to common shareholders, basic and diluted$(0.01)$(0.45)$(0.68)$(1.51)
Weighted average basic and diluted shares outstanding25,457,27617,403,04024,577,76317,165,104
Net income (loss)$236 $(7,440)$(14,995)$(23,786)
Foreign currency translation gain (loss)(95)(524)(448)1,717 
Total comprehensive income (loss)$141 $(7,965)$(15,443)$(22,069)
17






Condensed Consolidated Statements of Shareholders' Equity
(Unaudited)
(Amounts in thousands, except share and per share data)
Common Stock
Additional Paid-In Capital
Accumulated Deficit
Accumulated Other Comprehensive Income (Loss)
Total Shareholders' Equity
SharesAmount
Balance as of December 31, 202525,174,492$24 $237,075 $(163,381)$1,186 $74,904 
Long term incentive program charges——1,530——1,530 
Issuance of unvested legally outstanding shares16,579——— —— 
2026 U.S. IPO Issuance, net of underwriting discounts and offering expenses3,742,500435,945——35,949 
Post-combination compensation charge-shares——1,042——1,042 
Forfeiture, Retained Pre-UK IPO shares
(4,794)————— 
Share-Based Accounting Charge——7,282——7,282 
Foreign currency translation loss————(323)(323)
Net loss—— — (11,497)— (11,497)
Balance as of March 31, 202628,928,777$28 $282,874 $(174,878)$863 $108,887 
Long term incentive program charges—— 2,018 — — 2,018 
Offering cost reclassification—— (148)— — (148)
Related to acquisitions
Issuance of common stock for settlement of other liability—— 1,211 — — 1,211 
Issuance of common stock for settlement of contingent consideration—— 1,727 — — 1,727 
Issuance of unvested legally outstanding shares713,380— — — — — 
Vesting of restricted stock units254,017— — — — — 
Forfeiture of unvested restricted stock awards(885)— — — — — 
Post-combination compensation charge-shares—— 690 — — 690 
Dividends—— — (7,041)— (7,041)
Share-Based Accounting Charge—— 7,362 — — 7,362 
Foreign currency translation loss—— — — (29)(29)
Net loss—— — (3,735)— (3,735)
Balance as of June 30, 202629,895,289$28 $295,734 $(185,654)$834 $110,942 
Long term incentive program charges—— 2,264 — — 2,264 
Issuance of vested shares181,822— — — — — 
Issuance of unvested legally outstanding shares349,437— — — — — 
Dividends declared—— — (3,557)— (3,557)
Vesting of restricted stock units—— — — — — 
Forfeitures(30,309)— — — — — 
Post-combination compensation charge-shares—— 1,033 — — 1,033 
Share-based accounting charge—— 7,241 — — 7,241 
Foreign currency translation loss—— — — (95)(95)
Net income—— — 236 — 236 
Balance as of September 30, 202630,396,239$28 $306,272 $(188,975)$739 $118,064 

18






Condensed Consolidated Statements of Shareholders' Equity
(Unaudited)
(Amounts in thousands, except share and per share data)
Common Stock
Additional Paid-In Capital
Accumulated Deficit
Accumulated Other Comprehensive Income (Loss)Total Shareholders' Equity
SharesAmount
Balance as of December 31, 202424,017,599$23 $197,489 $(115,721)$(536)$81,255 
Long term incentive program charges——1,179— —1,179 
Vesting of stock issued from acquisitions——1(1)—— 
Repayment of note receivable by related party(63,356)—(532)— —(532)
Post-combination compensation charge-shares——605— — 605 
Share-Based Accounting Charge——7,444— — 7,444 
Foreign currency translation gain———— 721 721 
Net loss———(10,614)— (10,614)
Balance as of March 31, 202523,954,243$23 $206,186 $(126,336)$185 $80,058 
Long term incentive program charges——1,148— —1,148 
Issuance of unvested legally outstanding shares719,547——— —— 
Forfeiture of unvested restricted stock(2,630)——— —— 
Dividends———(5,765)—(5,765)
Vesting of restricted stock awards——1(1)—— 
Vesting of restricted stock units100,333—1(1)—— 
Issuance of common stock for acquisition134,915—1,190— —1,190 
Post-combination compensation charge-shares——893— —893 
Issuance of common stock for settlement of other liability——342— —342 
Share-based accounting charge——7,394— —7,394 
Foreign currency translation gain———— 1,5201,520 
Net loss———(5,730)—(5,730)
Balance as of June 30, 202524,906,408$23 $217,155 $(137,833)$1,705 $81,050 
Long term incentive program charges——1,626— —1,626 
Dividends———(1,347)—(1,347)
Vesting of restricted stock units185,471——— —— 
Issuance of common stock for acquisition42,829—94— —94 
Post-combination compensation charge-shares——662— —662 
Share-based accounting charge——7,394— —7,394 
Foreign currency translation loss———— (524)(524)
Net loss———(7,440)—(7,440)
Balance as of September 30, 202525,134,708$23 $226,931 $(146,620)$1,181 $81,515 
19

Condensed Consolidated Statements of Cash Flows
(Unaudited)
(Amounts in thousands, except share and per share data)
Nine months ended September 30,
20262025
Cash Flows from Operating Activities:
Net loss$(14,995)$(23,786)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation153 146 
Amortization expense - intangibles5,030 4,486 
Amortization of right of use assets4,205 3,397 
Amortization of prepaid post-combination compensation4,959 6,474 
Accretion of other liability6,017 4,069 
Amortization of debt discount94 164 
Provision for deferred income taxes
(5,757)(1,609)
Share-based accounting charge21,885 22,232 
Stock-based compensation4,791 4,623 
Post-combination compensation charge-shares2,765 2,160 
Change in fair value of contingent consideration8,845 4,950 
Gain on bargain purchase(10,696)— 
Expected credit losses1,728 2,349 
Decrease (increase) in:
Contract and unbilled receivables(11,576)(8,321)
Prepaid post-combination expense(27,526)(10,306)
Prepaid expenses and other assets(2,756)(1,097)
Transactions with members and related parties
806 461 
Increase (decrease) in:
Accounts payable and accrued expenses(2,902)342 
Income taxes payable and receivable
3,831 2,326 
Deferred revenue2,116 1,765 
Contingent consideration(1,447)(3)
Operating lease liability(3,245)(3,797)
Other liabilities
(2,804)(996)
Net Cash (Used in) Provided by Operating Activities(16,479)10,030 
Cash Flows from Investing Activities:
Purchases of property and equipment
(720)(222)
Proceeds issued for notes receivable - related parties— (500)
Proceeds received for notes receivable - related parties 400 — 
Cash paid for acquisitions, net of cash acquired(9,226)(20,991)
Net Cash Used in Investing Activities
(9,546)(21,713)
Cash Flows from Financing Activities:
Proceeds from initial public offering, net of underwriting fees of $3.0 million42,866 — 
Proceeds from notes payable— 24,000 
Payment of debt issuance costs— (115)
Payment of deferred equity offering costs(4,151)(1,472)
Principal payment of note payable
(7,280)(6,455)
Payment of contingent considerations
(306)(726)
Dividends paid
(7,041)(7,112)
Net Cash Provided by Financing Activities
24,088 8,120 
Effect of foreign exchange rate changes on cash and cash equivalents
(59)172 
Net Change in Cash and Cash Equivalents(1,996)(3,391)
Cash and Cash Equivalents as of Beginning of Period
20,436 14,536 
Cash and Cash Equivalents at the End of Period
$18,440 $11,145 
20


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Amounts in thousands)
Nine months ended September 30,
20262025
Supplemental disclosure of cash flow information:
Cash paid for interest$2,131 $2,304 
Cash paid for income taxes
$5,481 $8,060 
Common stock received for repayment of note receivable with Alpine Group$— $532 
Right of use assets obtained with lease liabilities
$11,270 $265 
Right of use assets obtained with business combinations$2,447 $1,806 
Contingent consideration issued for acquisitions$— $2,871 
Common stock issued for acquisitions$— $1,281 
Stock issued for settlement of other liability$1,211 $342 
Accrued deferred equity offering costs $— $298 
Consideration owed to Tancredi Sellers$498 $— 
Stock issued for settlement of contingent consideration$1,727 $— 
Dividends declared$3,557 $— 
Contact Information
Public Policy Holding Company, Inc.
800 North Capitol St. NW
Washington, DC 20002
+1 (202) 688 0020
For Investors
Matthew Mazzanti, Chief Administrative Officer and Investor Relations
IR@pphcompany.com
For Media & Other
inquiries@pphcompany.com
21
PPHC Q3 2026 Results N o v e m b e r 9 , 20 2 6

 

2 Forward-Looking Statements This Presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward looking statements involve risks and uncertainties. Forward-looking statements are often identified by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” and similar expressions, or the negative of these terms or other comparable terminology. These statements include, but are not limited to, statements regarding the Company’s future financial performance, business strategy, market opportunities, anticipated financial position, liquidity and capital needs, and other statements that are not historical facts. These statements are based on various assumptions, whether or not identified in this Presentation, and on the current expectations and assumptions of the Company’s management, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict, including as detailed in our filings with the Securities and Exchange Commission (the "SEC"). Moreover, we operate in a very competitive and rapidly changing environment and new risks emerge from time to time. It is not possible for our management to predict all risks, many of which are outside the control of the Company, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those discussed in the forward-looking statements. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Presentation may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements and we cannot guarantee any future performance, conditions or results. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Copies of our filings with the SEC can be found on our investor relations website (investors.pphcompany.com) or on the SEC website (www.sec.gov). Industry Information Market data and estimates used throughout this Presentation are based on information from independent third parties and other publicly available information in addition to management’s internal estimates. Such data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. No representations or warranties are made by the Company or any of its affiliates as to the accuracy of any such information. Projections, assumptions and estimates of the future performance of the industry in which the Company operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors. These and other factors could cause results to differ materially from those expressed in management’s estimates and beliefs and in the estimates prepared by independent parties. Rounding Certain monetary amounts, percentages and other figures included elsewhere in this document have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables or charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them. Disclosures

 

3 Stewart Hall Chief Executive Officer ◢ Co-founder of Federalist Group LLC, which was acquired by Ogilvy (WPP) ◢ Co-founder of CRS, which was merged to form PPHC ◢ M.A. and Ph.D. in Government from the University of Virginia Roel Smits Chief Financial Officer ◢ Former CFO Americas of Kantar ◢ Brings vast M&A experience (100+ transactions) from tenures at WPP and HAL (Dutch Private Equity) ◢ International focus: lived and worked in US, UK, Singapore, Europe ◢ Advanced degrees at London Business School and Erasmus University in Rotterdam Thomas Gensemer Chief Strategy Officer ◢ Former CEO and Managing Partner of Blue State Digital (sold to WPP 2012) ◢ Former Chief Strategy Officer for BURSON (WPP) ◢ Strategic communications advisor to corporates, NGOs and political campaigns in US, UK, and EU ◢ M.A. from New York University Select Prior Experience: Select Prior Experience: Select Prior Experience: Today’s Presenters

 

4Q3 2026: Continued Momentum Above presentation contains non-GAAP measures. For a reconciliation to the nearest comparable GAAP measure refer to the Financia l Appendix. Q3 2026 Key Metrics Recent Highlights REVENUE GROWTH $55.2M +13.2% YoY 9M 2026: $157.5M and +4.7% organic PROFITABILITY $0.2M Adjusted EBITDA $12.8M margin 23.2% 9M 2026: 23.0% PER SHARE GAAP diluted EPS $(0.01) Adjusted diluted EPS $0.33 9M 2026: Adj. EPS $0.92 Organic revenue growth +5.1% M&A Activity Acquisitions of Tancredi (London), The Advocacy Partners (Florida), and Reevemark (NY). Deepens strategic communications offering and establishes presence in key GR market of Florida Senior Talent Additions Senior hires at FTP, Seven Letter, MultiState, Lucas Public Affairs, Pagefield, and TrailRunner New AI and Advisory Offerings New AI tools from FTP, Pagefield, KP, Seven Letter, and now Reevemark bring new services to clients; FTP launched new Congressional Oversight practice Industry Recognition FTP and Seven Letter named to the PRNEWS Agency Elite Top 120; individual honors from Washingtonian, PRWeek and PRNEWS

 

5 Every election resets the landscape, whoever wins WHAT CHANGED ON NOVEMBER 3 88+ new members of the House and Senate 73+ House and 15+ Senate; final count pending uncalled races 21 new governors 18 open seats plus 3 incumbents who lost 6,139 state legislators elected In 46 states, 83% of all legislative seats nationwide Government Relations Steady through a shift in power Bipartisan teams and multi-year client relationships generally hold steady as committee gavels change hands. Corporate Communications & Public Affairs A new agenda to communicate New policy agendas require significant policy communication with stakeholders, media and the public. Policy change is constant, and change is when clients need trusted counsel most Data as of November 8, 2026. Some races remain uncalled; figures are preliminary and subject to change. Sources: Ballotpedia (Jul 23, Oct 14 and Nov 4, 2026); AP race calls; NCSL (Nov 6, 2026).

 

6 2014 2014 Founding firms CRS and FTP, combined under PPHC banner 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2018 Acquisitions/merge r of Blue Engine + JDA Frontline 2019 Acquisition of O’Neill & Associates, Boston 2020 Acquisition of Alpine Group 2021 IPO on LSE AIM (Dec21) 2022 Acquisition of KP Public Affairs, Sacramento 2023 Acquisition of MultiState & Start of Concordant 2024 Acquisition of LPA in Sacramento, and Pagefield, London 2025 Acquisition of TrailRunner International A decade of consecutive annual growth and compounding value creation 2015 Acquisition of JDA Frontline 2016 Acquisition of Capitol Strategies 2026E 2026 Listing on Nasdaq; four Acquisitions 1 $21 20 $26 $34 $56 $77 $99 $109 $135 $150 $187 $157.5 $213-216 3 1 11 7 3 3 24 11 28 14.4 Prior Year Revenue + Organic Growth $ in millions Growth from M&A1 (Closed 7/1/2026) (Closed 8/1/2026) (Closed 4/1/2026) 14 (Closed 11/1/2026) (IPO 1/28/2026) 9M 2026

 

7 Financial Summary

 

8 Continuing strong track record of growth and profitability Financial Performance 9M 2026 ◢ Revenue $157.5m; growth 15.2%, of which 4.7% organic ​ ◢ Adjusted EBITDA $36.2m, margin 23.0%​, aligning with guidance (margin below 25% due to IPO costs and business mix) ◢ Highly recurring revenue model drives durable financial profile and forward earnings visibility ◢ Proven ability to identify, acquire, and integrate strategic acquisitions accretive to value ’22 - ’25 CAGR: 20% Adjusted EBITDA2 Adjusted EBITDA2 Margin 29% 26% 10% $ in millions C o ns o l id at ed R ev en u e an d G row t h (1) Contribution from acquired companies attributed as ‘Growth from M&A’ in first 12 months post-acquisition. (2) Adjusted EBITDA represents EBITDA pre-M&A costs; adjustments include share based accounting charge, M&A and LTIP related items. Above presentation contains non-GAAP measures. For a reconciliation to the nearest comparable GAAP measure refer to the Financial Appendix. 24% Prior Year Revenue Organic Growth Growth from M&A1 YOY Revenue Growth A d ju s t ed EBI TD A and M a rg in $ in millions 25% 26% 24% 11% 24% 23% 24% 15%

 

9 Financial Highlights ($ in millions, except percentages and per share) Three months ended September 30, Nine months ended September 30, 2026 2025 Change $ Change % 2026 2025 Change $ Change % Revenue $ 55.2 $ 48.8 $ 6.4 13.2 % $157.5 $136.7 $ 20.8 15.2 % GAAP net income (loss) $ 0.2 $ (7.4) $ 7.7 103.2 % $ (15.0) $ (23.8) $ 8.8 37.0 % Adjusted EBITDA $ 12.8 $ 11.5 $ 1.3 11.1 % $ 36.2 $ 33.0 $ 3.3 9.9 % Adjusted EBITDA margin 23.2 % 23.6 % (0.4)pts 23.0 % 24.1 % (1.1)pts Adjusted Net Income $ 10.7 $ 9.8 $ 0.9 8.7 % $ 28.6 $ 25.3 $ 3.2 12.8 % Adjusted Net Income margin 19.3% 20.1 % (0.8)pts 18.2 % 18.5 % (0.4)pts GAAP EPS $ (0.01) $ (0.45) $ 0.44 $ (0.68) $ (1.51) $ 0.83 Adjusted EPS - Fully Diluted $ 0.33 $ 0.36 $(0.03) $ 0.92 $ 0.97 $(0.04) Dividend paid per share outstanding at end of period $ — $ 0.05 $(0.054) $0.232 $0.283 $(0.051) Adjusted Free Cash Flow $ 14.6 $ 21.1 $ (6.5) Net (Debt)/Cash $ (21.4) $ (38.5) $ 17.1 Comments on 9M ◢ Revenue growth of +15.2%, of which organic +4.7%, with GR +6.7%, Corporate Comms & Public Affairs -0.9%, and Compliance and Insights +14.0% ◢ Adj EBITDA Strong profit conversion. YoY growth +9.9% despite (i) strong comps, (ii) business mix reduction high margin GR, and (iii) increase in PubCo expense from 2026 U.S. IPO ◢ Adj EBITDA margin 23.2% aligned with guidance and aiming to increase back to 25% over time ◢ Adj Net Income up 12.8% from underlying performance, favorability in tax and interest, partially offset by increased M&A costs ◢ Adj EPS FD down $(0.04) , with increase in Adjusted Net Income offset by dilution from 2026 U.S. IPO ◢ Dividend declared for full year 2025 was $0.355, reflecting pay-out of 25-30%. Dividend paid in May 2026 was $0.236 per share, or $0.232 per share outstanding by end of period. ◢ Adj FCF $14.6 million, down YoY but strongly improved from prior Q's, and cash use for WC (excl acq.) expecting to be further reduced in upcoming quarters. ◢ Net Debt position improved to $(21.4) million due to ongoing debt repayments in combination with 2026 U.S IPO net proceeds $36 millionAbove presentation contains non-GAAP measures. For a reconciliation to the nearest comparable GAAP measure refer to the Financial Appendix.

 

10Organic Revenue Growth by Segment Organic growth by segment in 9M 2026: ◢ Overall organic growth steady at 4 to 5% level ◢ Government Relations (GR) strong: 8% in Q3; 7% across 9M ◢ Corporate Communications and Public Affairs (CCPA) down in light of typical bi- annual election cycle (strong comp in 2025, softer in 2026): (1)% in Q3, (1)% across 9M ◢ Compliance and Insights Services (CIS) continuing very strong streak: 16% in Q3; 14% across 9M Total 2023 2024 2025 9M 2026 Government Relations Consulting (GR) Corporate Communications & Public Affairs Consulting (CCPA) Compliance and Insights Services (CIS) 2023 2024 2025 9M 20262023 2024 2025 9M 20262023 2024 2025 9M 2026 Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026 Q2 2026 Q3 2026 Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026 Q2 2026 Q3 2026 Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026 Q2 2026 Q3 2026 Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026 Q2 2026 Q3 2026 10

 

11Margin Performance - Q3 Vs prior year Q3 margin decreased by 0.4 pt because: 1. Blended Segment Margin 40.1%, up 1.6 pt​ ◢ Government Relations (GR) strong at 48.3%, up 6.3 pts​ ◢ Corporate Communications and Public Affairs (CCPA) declining to 25.5%, down 4.9 pts​ ◢ Compliance and Insights Services (CIS): solid at 46.3%, down 8.0 pts​ from allocations 2. Holdco expense as % of revenue unfavorable 2.5 pts​ ​3. Bonus expense as % of revenue​ favorable 0.5 pts Q3 2026 vs Q3 2025 Total Organic ($ in thousands, except percentages) Q3 2026 Q3 2025 vs. Q3 2025 % % GR Revenue $ 31,898 $ 27,478 $ 4,420 16.1 % 7.5 % Margin% 48.3 % 42.0 % 6.3 pts CCPA Revenue 19,486 18,022 1,464 8.1 % (0.8)% Margin% 25.5 % 30.4 % (4.9)pts CIS Revenue 3,823 3,287 536 16.3 % 16.3 % Margin% 46.3 % 54.3 % (8.0)pts TOTAL Revenue $ 55,207 $ 48,787 $ 6,420 13.2 % 5.1 % Member Co Pre-Bonus Margin % 40.1 % 38.5 % 1.6 pts Holdco % of Revenue (8.6)% (6.1)% (2.5)pts Adjusted EBITDA Pre-Bonus Margin % 31.4 % 32.4 % (0.9)pts Bonus % of Revenue (8.3)% (8.8)% 0.5 pts Adjusted EBITDA Margin % 23.2 % 23.6 % (0.4)pts 11

 

12Margin Performance - 9M Vs prior year 9M margin decreased by 1.1 pts because: 1. Blended Segment Margin 39.5%, up 0.2 pt​ ◢ Government Relations (GR) strong at 47.2%, up 3.0 pts​ ◢ Corporate Communications and Public Affairs (CCPA) declining to 25.1%, down 2.5 pts​ ◢ Compliance and Insights Services (CIS): solid at 48.9%, down 5.4 pts​ from allocations 2. Holdco expense as % of revenue unfavorable 1.5 pts​ ​3. Bonus expense as % of revenue​ favorable 0.2 pt 9M 2026 vs 9M 2025 Total Organic ($ in thousands, except percentages) 9M 2026 9M 2025 vs. 9M 2025 % % GR Revenue $ 90,625 $ 80,943 $ 9,682 12.0 % 6.7 % Margin% 47.2 % 44.2 % 3.0 pts CCPA Revenue 55,944 46,178 9,766 21.1 % (0.9)% Margin% 25.1 % 27.5 % (2.5)pts CIS Revenue 10,904 9,565 1,339 14.0 % 14.0 % Margin% 48.9 % 54.3 % (5.4)pts TOTAL Revenue $157,473 $136,686 $ 20,787 15.2 % 4.7 % Member Co Pre-Bonus Margin % 39.5 % 39.3 % 0.2 pts Holdco % of Revenue (8.5)% (7.0)% (1.5)pts Adjusted EBITDA Pre-Bonus Margin % 30.9 % 32.3 % (1.3)pts Bonus % of Revenue (7.9)% (8.2)% 0.2 pts Adjusted EBITDA Margin % 23.0 % 24.1 % (1.1)pts 12

 

13 P&L results Q3 2026 and 9M 2026 ◢ P&L growing at top and bottom line ◢ Adjusted EBITDA margin strong at 23.0%. Below target of 25% impacted by faster growth in lower margin segment Corp Comms & PA in combination with incremental public company costs following 2026 U.S. IPO ◢ Interest charges decreasing due to reducing debt level and IPO cash on balance sheet ◢ Effective tax rate reducing to 11.1% due to mix of permanent and temporary differences tax vs GAAP ◢ EPS growth decreased 5%, with higher Adjusted Net Income offset by increase in average share count from 2026 U.S. IPO, customary LTIP and M&A ◢ Non-cash charges excluded from Adjusted Net Income: ◢ Share based accounting charge: relating to decision at 2021 London IPO to make all shares subject to vesting schedule with employment condition (fully amortized after 2026) ◢ M&A post-combination compensation: portion of past and future purchase price made subject to vesting schedule with employment condition ◢ M&A bargain purchase: negative goodwill as result of making part of acquisition payment subject to employment condition, expensing through P&L ◢ M&A change in contingent consideration: due to change in estimate of future earnout payments as far as not subjected to continued employment condition ◢ LTIP charges: relating to grants of Options, RSAs and RSUs to employees as part of Omnibus program ◢ Amortization of Intangibles: amortization of acquired client lists and technology Commentary 9M 2026Track record of profitable growth Income Statements Three months ended September 30 Nine months ended September 30 ($ in millions, except percentages and per share amounts) 2026 2025 Change ($) Change % 2026 2025 Change ($) Change % Revenue $55.2 $48.8 $ 6.4 13% $157.5 $136.7 $ 20.8 15% Adjusted EBITDA 12.8 11.5 1.3 11% 36.2 33.0 3.3 10% Adjusted EBITDA - margin 23.2 % 23.6 % (0.4)pts 23.0 % 24.1 % (1.1)pts M&A expenses (0.9) (0.1) (0.8) (612%) (2.0) (0.4) (1.6) (387%) Adjusted EBITDA incl. M&A expenses 11.9 11.4 0.5 4% 34.2 32.5 1.7 5% Adjusted EBITDA incl. M&A expenses - margin 21.5 % 23.3 % (1.8)pts 21.7 % 23.8 % (2.1)pts Depreciation (0.1) (0.1) (0.0) (5%) (0.2) (0.1) (0.0) (5%) Adjusted EBIT 11.8 11.3 0.5 4% 34.1 32.4 1.7 5% Net interest (0.7) (1.0) 0.3 28% (1.9) (2.4) 0.4 19% Adjusted EBT 11.1 10.4 0.7 7% 32.1 30.0 2.1 7% Taxes (0.5) (0.6) 0.1 20% (3.6) (4.7) 1.1 24% Adjusted effective tax rate 4.2 % 5.5 % (1.4)pts 11.1 % 15.5 % (4.5)pts Adjusted Net Income $10.7 $9.8 $0.9 9% $28.6 $25.3 $3.2 13% Adjusted Net income - margin 19.3 % 20.1 % (0.8)pts 18.2 % 18.5 % (0.4)pts Adjusted EPS, basic $ 0.35 $ 0.39 $ (0.04) (10%) $ 0.98 $ 1.03 $ (0.05) (5%) Adjusted EPS, fully diluted $ 0.33 $ 0.36 $ (0.03) (9%) $ 0.92 $ 0.97 $ (0.04) (5%) Dividend Paid – per share $ — $ 0.054 $(0.054) (100%) $ 0.232 $ 0.283 $(0.051) (18%) Adjusted Net Income $10.7 $9.8 0.9 9% $28.6 $25.3 $ 3.2 13% Share-based accounting charge (7.2) (7.4) 0.2 2% (21.9) (22.2) 0.3 2% M&A: Post-combination comp (6.7) (4.0) (2.7) (69%) (13.7) (12.7) (1.0) (8%) M&A: bargain purchase 9.8 — 9.8 — 10.7 — 10.7 — M&A: change in contingent consideration (1.7) (2.3) 0.6 27% (8.8) (4.9) (3.9) (79%) Long Term Incentive Program charges (2.8) (2.0) (0.8) (40%) (4.8) (4.6) (0.2) (4%) Amortization intangibles (1.9) (1.6) (0.2) (14%) (5.0) (4.6) (0.4) (9%) Other income 0.0 0.0 0.0 — 0.0 (0.0) 0.0 3,228% GAAP Net Income (Loss) $0.2 ($7.4) $7.7 103% ($15.0) ($23.8) $8.8 37% Above presentation contains non-GAAP measures. For a reconciliation to the nearest comparable GAAP measure refer to the Financial Appendix.

 

14 Cash flow 9M 2026 ◢ (non-GAAP) Adjusted Free Cash Flow $14.6m, reflecting strong cash generation despite higher working capital investment. FCF generation typically strongest in H2 ◢ Acquisition payments $41.3m (2026 WPI, Tancredi, & TAP acquisitions, earnout payments MultiState and TrailRunner), up from $33.0m (2025 Trailrunner & Pine Cove acquisitions, earnout payment KP) ◢ Financing Cash Flow outflow of $6.9m, down from an inflow of $16.9m in 9M 2025 which reflected $24m incremental debt facility from Bank of America for funding 2025 acquisition of TrailRunner; offset by ongoing repayments ◢ Dividend payment $7.0m compared to $7.1m in 9M 2025 ◢ 2026 U.S. IPO proceeds contributing $42.9m before offering costs ◢ Net debt position by September 30, 2026 was $21.4 million, being balance of $18.4 million cash and $39.8 million debt. ◢ NB. This table reflects non-GAAP presentation. PPHC's GAAP Cash Flow statement has acquisition-related payments spread across Operational, Investing and Financing Cashflow subtotals, as a consequence of certain acquisition payments being made subject to continued employment. Track record of strong operational cash flow Commentary Non-GAAP Cash Flow Statement Nine months ended September 30, ($ in millions, except percentages) 2026 2025 Change ($) Change % Net cash provided by (used in) operating activities (GAAP) ($16.5) $10.0 ($26.5) (264%) Prepaid post-combination expense 27.5 10.3 17.2 167% Change in other liability 2.8 1.0 1.8 182% Change in contingent consideration 1.4 0.0 1.4 51,139% Acquisition payments included in cash flow from operations 31.8 11.3 20.5 181% Capex (0.7) (0.2) (0.5) (225%) Adjusted Free Cash Flow 14.6 21.1 (6.5) (31%) Cash paid for acquisitions, net of cash acquired (9.2) (21.0) 11.8 56% Acquisition Payments included in Cash flow from Operations (31.8) (11.3) (20.5) (181%) Acquisition Payments included in Cash flow from Financing (0.3) (0.7) 0.4 58% Cash flow related to acquisitions (41.3) (33.0) (8.3) (25%) Proceeds from notes payable — 24.0 (24.0) (100%) Payment of debt issuance costs — (0.1) 0.1 100% Loan issued to related parties — (0.5) 0.5 100% Proceeds received for notes receivable - related parties 0.4 — 0.4 — Principal payment of note payable (7.3) (6.5) (0.8) (13%) Cash Flow related to debt financing (6.9) 16.9 (23.8) (141%) Dividends paid (7.0) (7.1) 0.1 1% Proceeds from U.S. initial public offering, net of underwriting fees of $3.0 million 42.9 — 42.9 — Payment of deferred equity offering costs (4.2) (1.5) (2.7) (182%) Cash Flow related to equity financing 31.7 (8.6) 40.3 469% Effect of foreign exchange rate changes on cash and cash equivalents (0.1) 0.2 (0.2) (134%) Net Cash Movement $ (2.0) $ (3.4) $ 1.4 41% Above presentation contains non-GAAP measures. For a reconciliation to the nearest comparable GAAP measure refer to the Financial Appendix.

 

15 Balance Sheet - Supports Growth Strategy ($ in millions) September 30, 2026 June 30, 2026 December 31, 2025 September 30, 2025 Cash and cash equivalents as of end of period $ 18.4 $ 36.9 $ 20.4 $ 11.1 Notes payable, long-term, net (30.5) (32.3) (37.9) (41.5) Notes payable, current portion, net (9.3) (9.9) (9.1) (8.2) Total Debt $ (39.8) $ (42.2) $ (47.0) $ (49.7) Net debt at period-end $ (21.4) $ (5.2) $ (26.6) $ (38.5) ◢ Net Debt reduced to $21.4 million ◢ in November 2026, entered into new credit facility with Bank of America, refinancing current debt and expanding future facility, increasing leverage up to 1.5-2.0x EBITDA - subject to availability of accretive acquisition opportunities ◢ In nominal terms, we anticipate making $80.2 million in earnout payments over the period Q4 2026-2031, of which $43.8 million in cash and the remainder in stock, based on our quarterly updated performance forecast ◢ On the balance sheet, these obligations are reflected through a $33 million liability Expected Earnout Payments Q4 2026-2031, based on quarterly updated performance expectations(1) Bank Debt ($ in millions) Q4 2026 2027 2028 2029 2030 2031 Total Expected earnout payments in Cash $0.6 $5.0 $25.2 $3.5 $2.9 $6.7 $43.8 Expected earnout payments in PPHC stock — 2.0 24.5 2.2 2.9 4.8 36.4 Expected earnout payments - total $0.6 $7.0 $49.7 $5.7 $5.7 $11.6 $80.2 (1) Earnout l iabilities above reflect the posi tion as of September 30, 2026 and therefore do not include the impact of the post-per iod acquisition of Reevemark.

 

Across 2022–2026, PPHC ran roughly $30 million per year through its P&L to cover share-vesting arrangements linked to the 2021 London IPO for stock held by internal shareholders — a non-cash, non-dilutive expense that lapses entirely on December 16, 2026, once the underlying charge finishes amortizing. FY 2023 FY 2024 FY 2025 9M 2026 $ in millions Reported Revenue 135.0 149.6 186.5 157.5 Adjusted Net Income 26.5 27.7 36.6 28.6 Non-cash GAAP charges Share-based accounting charge (sunsets Dec 16, 2026) (30.9) (31.8) (29.6) (21.9) M&A-related charges ¹ (7.0) (15.7) (30.4) (16.9) Loss on impairment of goodwill & intangibles ² — — (9.1) — Long-term incentive plan (LTIP) charges (2.8) (4.2) (7.1) (4.8) Other, net — 0 0.6 0 Net Income - GAAP reported (14.2) (24.0) (39.0) (15.0) Net Income - GAAP reported, without Share-based charge (illustrative) 16.7 7.8 (9.4) 6.9 Conclusion: Once the share-based charge fully amortizes on Dec 16, 2026, this recurring ~$30m annual charge is gone from 2027 financials. Post-combination compensation (M&A-related) may continue to weigh in periods of heavier acquisition activity. 1 M&A-related = post-combination compensation, change in fair value of contingent consideration, amortization of customer relationships, and gain on bargain purchase (net). All items shown are non-cash, with no impact on cash, tax, or share count . 2 FY2025 also absorbed a one-time $9.1m goodwill & intangible impairment; excluding the share-based charge,. Source: PPHC management accounts; reconciles to the reported GAAP net loss in PPHC's Q1 2026 8-K (“Basis of Preparation”). Disappearing from our P&L as of 2027: Share Based Accounting Charge 16

 

17 Above presentation contains non-GAAP measures. For a reconciliation to the nearest comparable GAAP measure refer to the Financial Appendix. Reaffirming Guidance Long-Term Growth The Company is reaffirming its guidance to the markets as follows: 2026 Financial Guidance ~5% Average Organic Growth + $213M–$216M Expectation of average annual organic revenue growth Reported Revenue Supplementing organic growth through strategic acquisitions. Strategic Acquisitions Adjusted EBITDA $48.5M – $50.5M 22.5 – 23.5% Margin Reflects U.S. public company costs and strategic technology investments. Previous guidance May 12, 2026 $205M–$209M Previous guidance May 12, 2026 $46M–$48M 22-23% Margin

 

18 Strategy and M&A

 

19 Extending our policy core into high-stakes communications OUR CORE Policy and political communications: our origin and our competitive advantage Building complementary capabilities where reputation, legal positioning and regulatory exposure collide TRAILRUNNER GROUP Joined 2025 (Dallas HQ) Offices from San Francisco to the Middle East Corporates, universities, sports franchises and asset managers Joined Jul 2026 (London) Corporate and litigation communications across Europe First firm to join TrailRunner International group Joined Nov 2026 (New York) Crisis, litigation and financial communications Deepens our presence in the world's financial capital EXCLUSIVE Communications firm Public Policy buys Reevemark for up to $80 million... Svea Herbst-Bayliss, November 2, 2026 “Every political problem is an instant reputational problem, and every reputational problem is an instant political problem ." Stewart Hall, CEO M&A PIPELINE Active, dozens of opportunities. Focus on capabilities and filling geographic gaps. $10–30M revenue per target Margins that support our overall profile Cross-sell clear fit with the existing portfolio 2–4 transactions a year Source: Reuters, “Communications firm Public Policy buys Reevemark for up to $80 million, sources say,” November 2, 2026.

 

20 Conclusion

 

21 PPHC Investment Thesis Capital-light, high-margin economics High margins and strong free cash flow conversion on minimal capital investment, with a healthy balance sheet Durable, embedded revenue Retainer-based relationships across our three segments — Government Relations, Corporate Communications & Public Affairs, and Compliance & Insights — with minimal client concentration and high renewal rates Our member companies operate in the high-end, high-margin Strategic Communications space in the areas of Government Relations, Corporate Communications, and Public Affairs ◢ ~2% of revenue from largest client ◢ ~90% revenue retainer-based ◢ 80–85% annual client retention A differentiated platform, aligned with shareholders A bipartisan, multibrand structure that manages client conflicts, attracts founder-led firms, and ties employee ownership and dividends to long-term value creation ◢ ~22.5–23.5% FY26 Adj. EBITDA margin ◢ High annual Adj. FCF conversion ◢ Low capital needs ◢ 160+ employee shareholders ◢ ~60% of shares employee-held ◢ Low political dependency ◢ 15 Member Companies ◢ 1,700+ Clients ◢ ~50% of Fortune 100 as Clients (1) Source: IBISWorld and OpenSecrets.org. A repeatable growth algorithm Consistent organic growth, compounded by disciplined, earnout-structured acquisitions in a large, fragmented market ◢ 10 years of consecutive organic growth ◢ $20B+ total addressable market1 ◢ 4-6x typical EBITDA entry multiple

 

22 Financial Appendix

 

23 Non-GAAP Financial Measures Our management uses a variety of financial and operating metrics to analyze our performance. These metrics are significant factors in assessing our operating results and profitability. These financial and operating metrics include Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBITDA Including M&A expense, Adjusted net income, Adjusted EPS basic, Adjusted EPS fully diluted, Organic Revenue Growth, and Adjusted Free Cash Flow which are financial measures not recognized under U.S. GAAP. These non-GAAP financial measures are used by management to measure our operating performance, but may not be directly comparable to similar measures, such as EBITDA or Adjusted EBITDA, relied on or reported by other companies, including other companies in our industry. We believe excluding items that neither relate to the ordinary course of business nor reflect our underlying business operating performance, such as equity-based compensation, the amortization of acquired intangible assets, acquisition-related post-combination compensation and contingent consideration, gains on bargain purchase price, interest and tax enables meaningful period-to-period comparisons of our operating performance. We also use these non-GAAP financial measures when publicly providing our business outlook, for internal management purposes, and as a basis for evaluating potential acquisitions and dispositions. We believe that the exclusion of equity-based compensation expense such as stock options, RSAs, RSUs and equity-based compensation related to retained Pre-UK IPO shares granted in relation to our listing on the London Stock Exchange, is appropriate because it eliminates the impact of non-cash expenses for equity-based compensation costs that are based upon valuation methodologies and assumptions that can vary significantly over time due to factors that are (i) unrelated to our core operating performance, and (ii) can be outside of our control. Although we exclude equity-based compensation expenses from our non-GAAP measures, equity compensation has been, and will continue to be, an important part of our future compensation and retention strategy and a significant component of our future expenses that may increase in future periods. Additionally, we believe the exclusion of compensation expense related to share appreciation rights, which are cash settled, is unrelated to our core operating performance in addition to the fact that share appreciation rights are no longer part of our compensation plans going forward. Disclosures

 

24 Non-GAAP Financial Measures We define Adjusted EBITDA, which is a non-GAAP financial measure, as consolidated net loss before depreciation, interest income, interest expense, income tax expense, mergers and acquisitions (“M&A”) expenses, long-term incentive program charges, share-based accounting charges, post-combination compensation charges, impairment, change in fair value of contingent consideration, gain on bargain purchase price net of deferred taxes and amortization of intangible assets. Adjusted EBITDA Incl. M&A expense we define as net loss before depreciation, interest income, interest expense, income tax expense, long-term incentive program charges, share-based accounting charges, post-combination compensation charges, change in fair value of contingent consideration, gain on bargain purchase price net of deferred taxes and amortization of intangible assets. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue. We believe that these non-GAAP financial measures, when considered together with our GAAP financial results and GAAP financial measures, provide management and investors with a more complete understanding of our operating results, including underlying trends. While our Adjusted EBITDA may not be directly comparable to the EBITDA or other measures used by others, we believe it helps provide a clearer picture of the underlying performance of the business by removing certain expenses tied to specific historical acquisitions, including post-combination compensation charges, as well as non-cash charges such as depreciation and amortization of intangibles. Additionally, we believe that Adjusted EBITDA provides investors and management with operating results that reflect our core operating activity of serving clients by removing the highly variable M&A costs expenditure. We define Adjusted Net Income, which is a non-GAAP financial measure, as consolidated net loss before long-term incentive program charges, share-based accounting charges, post-combination compensation charges, change in fair value of contingent consideration, impairment, gain on bargain purchase price net of deferred taxes, other income, and amortization of intangible assets. We use Adjusted Net Income for the purpose of calculating Adjusted Earnings per Share ("Adjusted EPS", being referenced as either "Adjusted EPS, basic" or "Adjusted EPS, fully diluted"). Management uses Adjusted EPS diluted to assess total group operating performance on a consistent basis. We define Adjusted Net Income as net income excluding the impact of long-term incentive program charges, share-based accounting charges, post-combination compensation charges, change in fair value of contingent consideration, gain on bargain purchase price net of deferred taxes and amortization of intangible assets. We believe that these non-GAAP financial measures, when considered together with our GAAP financial results and GAAP financial measures, provide management and investors with a clearer picture of our underlying business operating results. We define Adjusted Free Cash Flow, which is a non-GAAP financial measure, as net cash provided by (used in) operating activities less cash payments for purchases of property and equipment and less acquisition related payouts classified in operating cash flows specifically changes in prepaid post combination payments, changes in other liability (liability classified earnout obligations) and changes in contingent consideration. We believe this non-GAAP financial measure, when considered together with our GAAP financial results, provides management and investors with useful supplemental information on our ability to generate cash for ongoing business operations and capital deployment. We define Net Cash (Debt) as total unrestricted cash and cash equivalents less the total principal amount of debt outstanding. The total principal amount of debt outstanding is comprised of the long- term debt and current maturities of long-term debt as presented in our consolidated balance sheets adding back any debt issuance costs. We believe that the presentation of Net Cash (Debt) provides useful information to investors because our management reviews Net Cash (Debt) as part of our oversight of overall liquidity, financial flexibility and leverage. We define Organic Revenue Growth as the year-over-year revenue growth excluding revenues from acquired businesses for the first twelve months following the date of acquisition. For purposes of this calculation, the revenue of an acquired business is classified as acquired revenue and excluded from Organic Revenue Growth until the thirteenth month following the acquisition date. Beginning in the thirteenth month, the revenue from that acquisition is included in the Organic Revenue Growth comparison against the corresponding prior-year period. This approach ensures comparability by aligning revenue bases year-over-year and isolating the performance of our ongoing operations. We believe that Organic Revenue Growth is a useful supplemental metric for investors and management, as it provides a clearer view of underlying revenue trends excluding the impact of acquisition-related growth. Disclosures

 

25 Detailed GAAP P&L Income Statements Three months ended September 30, Nine months ended September 30, ($ in millions, except percentages) 2026 2025 % Variance $ Variance 2026 2025 % Variance $ Variance Revenue $ 55.2 $ 48.8 13.2 % $ 6.4 $ 157.5 $ 136.7 15.2 % $ 20.8 Operating expenses: Staff cost - direct 26.9 24.3 10.8 % 2.6 77.9 67.9 14.7 % 10.0 Share-based accounting charge - direct 6.5 6.7 (2.2)% (0.1) 19.7 20.0 (1.6)% (0.3) Long term incentive program charges - direct 1.7 1.6 4.3 % 0.1 2.7 3.8 (28.5)% (1.1) Post-combination compensation - direct 6.7 4.0 69.0 % 2.7 13.7 12.7 7.8 % 1.0 Bonus - direct 5.3 5.4 (3.2)% (0.2) 11.0 10.1 8.6 % 0.9 Salaries and other personnel costs 47.0 41.9 12.2 % 5.1 125.0 114.6 9.1 % 10.4 Amortization expense – technology 0.1 0.1 (0.0)% (0.0) 0.4 0.4 (0.0)% (0.0) Office costs 2.1 1.8 18.3 % 0.3 5.6 4.8 16.9 % 0.8 Office and other direct costs 2.2 1.9 17.0 % 0.3 6.0 5.2 15.5 % 0.8 Cost of services 49.3 43.9 12.4 % 5.4 131.0 119.8 9.4 % 11.2 Staff cost - indirect 2.3 1.7 41.3 % 0.7 6.3 5.7 9.2 % 0.5 Share-based accounting charge - indirect 0.7 0.7 (1.1)% (0.0) 2.2 2.2 (0.9)% (0.0) Long term incentive program charges - indirect 1.1 0.3 214.6 % 0.7 2.1 0.8 159.0 % 1.3 Non-staff costs 6.4 5.3 21.2 % 1.1 19.2 14.1 36.0 % 5.1 Bonus - indirect (0.7) (1.1) 40.5 % 0.5 1.5 1.0 44.1 % 0.5 Salaries, general and administrative 9.9 6.9 43.2 % 3.0 31.2 23.9 30.6 % 7.3 Mergers and acquisitions expense 0.9 0.1 611.6 % 0.8 2.0 0.4 387.0 % 1.6 Amortization 1.7 1.5 15.8 % 0.2 4.6 4.2 10.4 % 0.4 Depreciation 0.1 0.1 5.3 % 0.0 0.2 0.1 5.3 % 0.0 Depreciation and amortization expense 1.8 1.6 15.5 % 0.2 4.8 4.3 10.3 % 0.4 Change in fair value of contingent consideration 1.7 2.3 (27.3)% (0.6) 8.8 4.9 78.8 % 3.9 Total operating expenses 63.5 54.7 16.1 % 8.8 177.8 153.4 15.9 % 24.5 Loss from operations (8.3) (5.9) (40.6)% (2.4) (20.4) (16.7) (22.0)% (3.7) Gain on bargain purchase 9.8 — — 9.8 10.7 — — 10.7 Other income (expense), net (0.1) (0.0) (1,460.8)% (0.1) 0.2 (0.0) 696.5 % 0.2 Interest income 0.0 0.0 (52.1)% (0.0) 0.3 0.1 215.2 % 0.2 Interest expense (0.7) (1.0) 28.9 % 0.3 (2.2) (2.5) 10.3 % 0.3 Net income (loss) before income taxes 0.7 (6.9) 110.2 % 7.6 (11.4) (19.1) 40.2 % 7.7 Income tax expense (benefit) 0.5 0.6 (19.5)% (0.1) 3.6 4.7 (23.8)% (1.1) GAAP Net Loss $ 0.2 $ (7.4) 103.2 % $ 7.7 $ (15.0) $ (23.8) 37.0 % $ 8.8

 

26 Adjusted EBITDA Bridge ($ in millions, except percentages) Three months ended September 30, Nine months ended September 30, Year ended December 31, 2026 2025 2026 2025 2025 2024 2023 GAAP Net Loss $0.2 ($7.4) ($15.0) ($23.8) ($39.0) ($24.0) ($14.2) GAAP Net loss margin —% (15%) (10%) (17%) (21%) (16%) (11%) Adjustments: Interest income (0.0) (0.0) (0.3) (0.1) (0.1) (0.2) — Interest expense 0.7 1.0 2.2 2.5 3.4 1.9 1.0 Income tax expense (benefit) 0.5 0.6 3.6 4.7 4.4 6.5 7.5 Depreciation and amortization 1.9 1.7 5.2 4.7 6.2 4.8 4.0 Loss on Impairment of Intangible Assets — — — — 2.9 — — Loss on Impairment of Goodwill — — — — 6.2 — — Other expense (0.0) — (0.0) 0.0 (0.6) — — EBITDA 3.3 (4.2) (4.3) (12.0) (16.5) (10.9) (1.8) Long-term incentive program charges 2.8 2.0 4.8 4.6 7.1 4.2 2.8 Share-based accounting charge 7.2 7.4 21.9 22.2 29.6 31.8 30.9 Post-combination compensation charge 6.7 4.0 13.7 12.7 21.3 11.6 6.3 Change in fair value of contingent consideration 1.7 2.3 8.8 4.9 5.1 1.9 1.7 Gain on bargain purchase, net of deferred taxes (9.8) — (10.7) — (2.0) (2.5) (4.8) Adjusted EBITDA incl. M&A expenses 11.9 11.4 34.2 32.5 44.5 36.1 35.1 M&A costs 0.9 0.1 2.0 0.4 0.8 2.4 0.3 Adjusted EBITDA $12.8 $11.5 $36.2 $33.0 $45.4 $38.6 $35.4 Adjusted EBITDA Margin 23% 24% 23% 24% 24% 26% 26%

 

27 Organic Growth by Segment ($ in millions, except percentages) Nine months ended September 30, 2026 2025 Revenue from acquisitions Organic revenue Total revenue Total revenue Organic Revenue Growth Total Growth Government Relations Consulting $ 4.3 $ 86.4 $ 90.6 $ 80.9 6.7 % 12.0 % Corporate Communications & Public Affairs Consulting 10.2 45.8 55.9 46.2 (0.9) % 21.1 % Compliance and Insights Services — 10.9 10.9 9.6 14.0 % 14.0 % Total $ 14.4 $ 143.1 $ 157.5 $ 136.7 4.7 % 15.2 % ($ in millions, except percentages) Three months ended September 30, 2026 2025 Revenue from acquisitions Organic revenue Total revenue Total revenue Organic Revenue Growth Total Growth Government Relations Consulting $ 2.4 $ 29.5 $31.9 $ 27.5 7.5 % 16.1 % Corporate Communications & Public Affairs Consulting 1.6 17.9 19.5 18.0 (0.8) % 8.1 % Compliance and Insights Services — 3.8 3.8 3.3 16.3 % 16.3 % Total $ 4.0 $ 51.3 $55.2 $ 48.8 5.1 % 13.2 %

 

28 Revenue by Geography ($ in millions, except percentages) Nine months ended September 30, 2026 2025 $ change % change United States $ 145.6 $ 130.3 $ 15.3 11.7 % International 11.8 6.3 5.5 86.5 % Revenue by geographic market $ 157.5 $ 136.7 $ 20.8 15.2 % ($ in millions, except percentages) Three months ended September 30, 2026 2025 $ change % change United States $ 50.1 $ 46.3 $ 3.8 8.2 % International 5.1 2.4 2.6 106.6 % Revenue by geographic market $ 55.2 $ 48.8 $ 6.4 13.2 %

 

29 Key KPIs by Segment $ in millions Three months ended September 30, Nine months ended September 30, 2026 2025 Change $ Change % Change % Organic 2026 2025 Change $ Change % Change % Organic Government Relations Revenue $ 31.9 $ 27.5 $ 4.4 16.1% 7.5 % $ 90.6 $ 80.9 $ 9.7 12.0 % 6.7 % % of Revenue 57.8 % 56.3 % 1.5 pts 57.5 % 59.2 % (1.7)pts Segment Adjusted pre-bonus EBITDA $ 15.4 $ 11.5 $ 3.9 33.5% $ 42.8 $ 35.8 $ 7.0 19.6 % Segment Adjusted pre-bonus EBITDA margin 48.3 % 42.0 % 6.3 pts 47.2 % 44.2 % 3.0 pts Corporate Communications and Public Affairs Revenue $ 19.5 $ 18.0 $ 1.5 8.1 % (0.8)% $ 55.9 $ 46.2 $ 9.8 21.1 % (0.9)% % of Total Revenue 35.3 % 36.9 % (1.6)pts 35.5 % 33.8 % 1.7 pts Segment Adjusted pre-bonus EBITDA $ 5.0 $ 5.5 $ (0.5) (9.4)% $ 14.0 $ 12.7 $ 1.3 10.2 % Segment Adjusted pre-bonus EBITDA margin 25.5 % 30.4 % (4.9)pts 25.1 % 27.5 % (2.5)pts Compliance and Insights Services Revenue $ 3.8 $ 3.3 $ 0.5 16.3 % 16.3 % $ 10.9 $ 9.6 $ 1.3 14.0 % 14.0 % % of Total Revenue 6.9 % 6.7 % 0.2 pts 6.9 % 7.0 % (0.1)pts Segment Adjusted pre-bonus EBITDA $ 1.8 $ 1.8 $ (0.0) (0.8)% $ 5.3 $ 5.2 $ 0.1 2.7 % Segment Adjusted pre-bonus EBITDA margin 46.3 % 54.3 % (8.0)pts 48.9 % 54.3 % (5.4)pts Total Revenue $ 55.2 $ 48.8 $ 6.4 13.2 % 5.1 % $ 157.5 $ 136.7 $ 20.8 15.2 % 4.7 % Segment Adjusted pre-bonus EBITDA $ 22.1 $ 18.8 $ 3.3 17.7 % $ 62.2 $ 53.7 $ 8.5 15.8 % Segment Adjusted pre-bonus EBITDA margin 40.1 % 38.5 % 1.6 pts 39.5 % 39.3 % 0.2 pts Unallocated corporate costs $ (4.8) $ (3.0) $ (1.8) (59.3)% $ (13.4) $ (9.6) $ (3.9) (40.5)% Unallocated corporate costs % of revenue (8.6)% (6.1)% (2.5)pts (8.5)% (7.0)% (1.5)pts Unallocated bonus expense $ (4.6) $ (4.3) $ (0.3) (6.7)% $ (12.5) $ (11.2) $ (1.3) (11.9)% Unallocated bonus expense % of revenue (8.3)% (8.8)% 0.5 pts (7.9)% (8.2)% 0.2 pts Adjusted EBITDA $ 12.8 $ 11.5 $ 1.3 11.1 % $ 36.2 $ 33.0 $ 3.3 9.9 % Adjusted EBITDA margin 23.2 % 23.6 % (0.4)pts 23.0 % 24.1 % (1.1)pts Above presentation contains non-GAAP measures. For a reconciliation to the nearest comparable GAAP measure refer to the Financial Appendix.

 

30 Earnout Obligations ($ in millions) Remainder of 2026 2027 2028 2029 2030 2031 Total Expected earnout payments in Cash $ 0.6 $ 5.0 $ 25.2 $ 3.5 $ 2.9 $ 6.7 $ 43.8 Expected earnout payments in PPHC stock — 2.0 24.5 2.2 2.9 4.8 36.4 Expected earnout payments - total $ 0.6 $ 7.0 $ 49.7 $ 5.7 $ 5.7 $ 11.6 $ 80.2 Maximum earnout payments in Cash $ 0.6 $ 15.7 $ 27.7 $ 19.3 $ 10.0 $ 38.4 $ 111.6 Maximum earnout payments in PPHC stock — 7.2 26.2 11.8 10.0 27.7 82.9 Maximum earnout payments - total $ 0.6 $ 22.9 $ 53.9 $ 31.1 $ 20.0 $ 66.1 $ 194.5

 

31 Adjusted Free Cash Flow Bridge ($ in millions, except percentages) Nine months ended September 30, Year ended December 31, 2026 2025 2025 2024 2023 Net cash provided by (used in) operating activities (GAAP) (16.5) 10.0 24.8 $16.4 $10.2 Prepaid post-combination expense 27.5 10.3 10.5 4.6 9.5 Change in other liability 2.8 1.0 1.7 1.0 1.8 Change in contingent consideration 1.4 0.0 0.0 0.3 0.0 Capex (0.7) (0.2) (0.0) (0.1) (0.2) Adjusted Free Cash Flow $14.6 $21.1 $36.9 $22.2 $21.4

 

32 Adjusted EPS Bridge ($ in millions, except percentages, shares, and per share) Three months ended September 30, Nine months ended September 30, 2026 2025 2026 2025 Adjusted Net Income $10.7 $9.8 $28.6 $25.3 Share-based accounting charge (7.2) (7.4) (21.9) (22.2) M&A: Post-combination comp (6.7) (4.0) (13.7) (12.7) M&A: Bargain purchase 9.8 — 10.7 — M&A: Change in contingent consideration (1.7) (2.3) (8.8) (4.9) Long term incentive program charges (2.8) (2.0) (4.8) (4.6) Amortization of intangibles (1.9) (1.6) (5.0) (4.6) Other Income, net 0.0 — 0.0 (0.0) GAAP Net Loss $0.2 ($7.4) ($15.0) ($23.8) Common Shares, weighted average 25,457,276 17,403,040 24,577,763 17,165,104 Nonvested shares, weighted average 4,868,240 7,596,227 4,555,391 7,360,491 Legally outstanding shares, weighted average 30,325,516 24,999,267 29,133,154 24,525,595 Stock options and RSUs outstanding, weighted average 1,935,133 1,887,072 1,808,394 1,666,209 Total securities on a fully diluted basis, weighted average 32,260,649 26,886,339 30,941,548 26,191,804 Adjusted Net Income $10.7 $9.8 $28.6 $25.3 Total securities on a fully diluted basis, weighted average 32,260,649 26,886,339 30,941,548 26,191,804 Adjusted EPS, Fully Diluted $0.33 $0.36 $0.92 $0.97

 

33 Information per Share Share count in thousands Nine months ended September 30, 2026 2025 Share count / $ Change % Change # of shares period end - GAAP - basic and fully diluted 25,460 17,524 7,937 45.3 % # of shares period end - Legally outstanding - basic 30,396 25,135 5,262 20.9 % # of shares period end - Legally outstanding - fully diluted 32,325 26,886 5,439 20.2 % # weighted avg shares - GAAP - basic and fully diluted 24,578 17,165 7,413 43.2 % # weighted avg shares - Legally outstanding - basic 29,133 24,526 4,608 18.8 % # weighted avg shares - Legally outstanding - fully diluted 30,942 26,192 4,750 18.1 % EPS - GAAP (basic and fully diluted) $ (0.68) $ (1.51) $ 0.83 55.2 % Adjusted EPS - basic $ 0.98 $ 1.03 $ (0.05) (5.1)% Adjusted EPS - fully diluted $ 0.92 $ 0.97 $ (0.04) (4.5)% Dividend paid - per share $ 0.232 $ 0.283 $ (0.051) (18.1) % Share count in thousands Three months ended September 30, 2026 2025 Share count / $ Change % Change # weighted avg shares - GAAP - basic and fully diluted 25,457 17,403 8,054 46.3 % # weighted avg shares - Legally outstanding - basic 30,326 24,999 5,326 21.3 % # weighted avg shares - Legally outstanding - fully diluted 32,261 26,886 5,374 20.0 % EPS - GAAP (basic and fully diluted) $ (0.01) $ (0.45) $ 0.44 97.0 % Adjusted EPS - basic $ 0.35 $ 0.39 $ (0.04) (10.4) % Adjusted EPS - fully diluted $ 0.33 $ 0.36 $ (0.03) (9.4)% Dividend paid - per share $ — $ 0.054 $ (0.054) (100.0) %

 

34

 

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