PPHC (NASDAQ: PPHC) prices 4.15M-share U.S. IPO and lists on Nasdaq

Rhea-AI Filing Summary

Public Policy Holding Company, Inc. completed its U.S. initial public offering of 4,150,000 shares of common stock at $12.25 per share, listing its stock on the Nasdaq Global Market. The deal includes 3,400,000 new shares sold by the company and 750,000 shares sold by existing stockholders.

The IPO generated gross proceeds of $41.65 million for the company and $9.19 million for selling stockholders, with underwriters holding a 30‑day option to buy up to 622,500 additional shares. PPHC also added two new independent directors, adjusted roles and compensation for existing non‑executive directors, and entered into indemnification agreements with all directors and executive officers.

Positive

• Successful U.S. IPO and Nasdaq listing: PPHC completed a 4,150,000‑share U.S. IPO at $12.25 per share, listing on the Nasdaq Global Market and raising $41.65 million in gross proceeds for the company, enhancing its capital base and market visibility.

Negative

• None.

Insights

Equity capital markets analyst

PPHC’s Nasdaq IPO raises fresh capital and formalizes a U.S. listing.

PPHC has priced and completed a U.S. IPO of 4,150,000 common shares at $12.25 per share. The company sold 3,400,000 shares, generating gross proceeds of $41,650,000, while selling stockholders sold 750,000 shares for $9,187,500. The stock trades on the Nasdaq Global Market.

The underwriters have a 30‑day option to purchase up to 622,500 additional shares, which, if exercised, would expand the offering size. The transaction is supported by an underwriting agreement that includes customary covenants, indemnities and termination rights, aligning with standard U.S. IPO practice.

The filing also describes strengthened board structure, with two new independent non‑executive directors, revised committee assignments, higher non‑executive director fees, and new indemnification agreements for all directors and executive officers, which is typical for newly public companies. Together, these steps formalize PPHC’s transition to a U.S. listed public company framework.

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) January 29, 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)			(I.R.S Employer Identification No.)

800 North Capitol St. NW, Suite 800, Washington, D.C.						20002
(Address of principal executive offices)						(Zip Code)

(202) 688–0020

(Registrant’s telephone number, including area code)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-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 class			Trading Symbol(s)			Name of each exchange on which registered
			Common Stock ($0.001 par value)			PPHC			Nasdaq Global Market

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 ☒

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. ☒

Item 1.01. Entry into a Material Definitive Agreement.

On January 29, 2026, Public Policy Holding Company, Inc. (the “Company”) consummated its initial public offering (“IPO”) of 4,1500,000 shares the Company’s common stock, par value $0.001 (“Common Stock”), comprising 3,400,000 newly issued shares of Common Stock and 750,000 shares of existing Common Stock (together the “Shares”) sold by, respectively, the Company and certain shareholders of the Company (the “Selling Stockholders”). The Shares were sold at a price of $12.25 per Share, generating gross proceeds to the Company of $41,650,000 and gross proceeds to the Selling Stockholders of $9,187,500.

In connection with the IPO, the Company entered into an underwriting agreement (the “Underwriting Agreement”), dated January 27, 2026, by and among the Company, the selling stockholders listed therein and Oppenheimer & Co. Inc. and Canaccord Genuity LLC, as representative of the underwriters, a form of which was previously filed as an exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-290834) initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on October 10, 2025, and subsequently amended (as amended, the “Registration Statement”). The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the underwriters, including for liabilities under the Securities Act, certain other obligations of the parties and termination provisions. The underwriters have a 30-day option to purchase 622,500 additional shares of Common Stock.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto and incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Director Appointments

In connection with the IPO, effective January 28, 2026, Kathleen L. Casey and Charles D. Brown were appointed to the Company’s board of directors as independent non-executive directors. This is further to the Company’s announcement on September 30, 2025 that they would join the Company’s board of directors effective immediately prior to the anticipated listing of the Company’s Common Stock on the Nasdaq Global Market (“Nasdaq”). The Common Stock began trading on Nasdaq on January 28, 2026 and these appointments are effective as of such date.

The board of directors of PPHC is now composed of nine directors.

Pursuant to a letter of appointment (the “Casey Appointment Letter”) with the Company entered into on January 28, 2026, Ms. Casey will serve as a non-executive director of the Company and will serve on the Audit Committee and as chairperson of the Nominating and Corporate Governance Committee. The annual fee payable by us to Ms. Casey is $200,000, comprising $100,000 in cash and $100,000 in Restricted Stock Units vesting on the first anniversary of the grant date.

Pursuant to a letter of appointment (the “Brown Appointment Letter”) with the Company entered into on January 28, 2026, Mr. Brown will serve as a non-executive director of the Company and will serve on the Compensation Committee and as chairperson of the Audit Committee. The annual fee payable by us to Mr. Brown is $210,000, comprising $110,000 in cash and $100,000 in Restricted Stock Units vesting on the first anniversary of the grant date.

The foregoing descriptions do not purport to be complete and are qualified in their entireties by reference to the Casey Appointment Letter and the Brown Appointment Letter, forms of which were filed as Exhibit 10.10 and Exhibit 10.11 to the Registration Statement.

Amendments to Non-Executive Director Appointment Letters

On January 28, 2026, the Company entered into amendments to the existing non-executive director appointment letters with each of Kimberly White, Simon Lee, and Benjamin Ginsburg.

Pursuant to the amendment to non-executive director appointment letter (the “Kimberly White Appointment Letter”) with the Company entered into on January 28, 2026, effective immediately prior to the Company’s listing on Nasdaq, Kimberly White is no longer a member of the Board’s Audit Committee and is appointed to be a member of the Board’s Nominating and Corporate Governance Committee. The annual fee payable by us to Ms. White increased from $80,000 to $200,000 per annum before tax, comprising $100,000 in cash and $100,000 in Restricted Stock Units vesting on the first anniversary of the grant date.

Pursuant to the amendment to non-executive director appointment letter (the “Simon Lee Appointment Letter”) with the Company entered into on January 28, 2026, effective immediately prior to the Company’s listing on Nasdaq, Simon Lee is no longer the chair or a member of the Board’s Audit Committee and is appointed to be a member of the Board’s Nominating and Corporate Governance Committee. The annual fee payable by us to Mr. Lee increased from $120,000 to $240,000 per annum before tax, comprising $140,000 in cash and $100,000 in Restricted Stock Units vesting on the first anniversary of the grant date.

Pursuant to the amendment to non-executive director appointment letter (the “Benjamin Ginsburg Appointment Letter”) with the Company entered into on January 28, 2026, effective immediately prior to the Company’s listing on Nasdaq, Benjamin Ginsburg is no longer a member of the Board’s Compensation Committee and is appointed to be a member of the Board’s Nominating and Corporate Governance Committee. The annual fee payable by us to Mr. Ginsburg increased from $80,000 to $180,000 per annum before tax, comprising $80,000 in cash and $100,000 in Restricted Stock Units vesting on the first anniversary of the grant date.

The foregoing descriptions do not purport to be complete and are qualified in their entireties by reference to the Kimberly White Appointment Letter, Simon Lee Appointment Letter, and the Benjamin Ginsburg Appointment Letter, which are filed as Exhibit 10.1, Exhibit 10.2, and Exhibit 10.3 hereto and incorporated herein by reference.

Indemnification Agreements

On January 28, 2026, the Company entered into indemnification agreements (the “Indemnification Agreements”) with each of our directors and executive officers. Pursuant to the Indemnification Agreements, the Company shall indemnify each director and executive officer if they are threatened to be made or are made party to proceedings by reason of their corporate status. The Company shall also indemnify each director and executive officer for certain expenses made by reason of their corporate status.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Form of Indemnification Agreement, which is filed as Exhibit 10.4 hereto and incorporated herein by reference.

Other than the Casey Appointment Letter, the Brown Appointment Letter, the Kimberly White Appointment Letter, the Simon Lee Appointment Letter, the Benjamin Ginsburg Appointment Letter, and the Indemnification Agreements described above, the independent members of the Board are not party to any arrangement or understanding with any person pursuant to which they were appointed as director, nor are they parties to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

Item 8.01. Other Events.

On January 28, 2026, the Company issued a press release announcing the pricing of the IPO. A copy of this press release is filed as Exhibit 99.1 hereto and the information contained therein is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

Exhibit No.						Description
1.1						Underwriting Agreement, dated January 27, 2026, by and among Public Policy Holding Company, Inc., the selling stockholders listed therein and Oppenheimer & Co. Inc. and Canaccord Genuity LLC, as representative of the underwriters.
10.1						Kimberly White Appointment Letter, dated January 28, 2026.
10.2						Simon Lee Appointment Letter, dated January 28, 2026.
10.3						Benjamin Ginsburg Appointment Letter, dated January 28, 2026.
10.4						Form of Indemnification Agreement.
99.1						Press Release, dated January 28, 2026.

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.

			Public Policy Holding Company, Inc.
Date: January 30, 2026			By:			/s/ George Stewart Hall
			Name:			George Stewart Hall
			Title:			Chief Executive Officer

Exhibit 99.1

PPHC

PPHC Announces Nasdaq Listing and Pricing of U.S. Initial Public Offering

January 28, 2026

WASHINGTON, Jan. 28, 2026 /PRNewswire/ -- Public Policy Holding Company, Inc. ("PPHC" or the "Company") (NASDAQ: PPHC) (AIM: PPHC), a leading global strategic communications provider offering a comprehensive range of advisory services in the areas of Government Relations, Public Affairs and Corporate Communications, today announced the pricing of its initial public offering (the "offering") in the United States of 4,150,000 shares of its common stock at a public offering price of $12.25 per share, for total gross proceeds of approximately $50.8 million, before deducting underwriting discounts and commissions and other offering expenses.

PPHC

The offering consists of 3,400,000 shares of common stock offered by PPHC and 750,000 shares of common stock offered by existing stockholders (the "Selling Stockholders"). PPHC will not receive any proceeds from the sale of shares by the Selling Stockholders. In connection with the Offering, the Company has granted the Underwriters a 30-day over-allotment option to purchase up to an additional 622,500 shares of common stock at the public offering price, before deducting underwriting discounts and commissions and other offering expenses.

The shares are expected to begin trading today, January 28th, 2026, on the Nasdaq Global Market. The offering is expected to close on January 29th, 2026, subject to the satisfaction of customary closing conditions.

Oppenheimer & Co. and Canaccord Genuity are acting as lead bookrunning managers for the offering. Texas Capital Securities is acting as a joint bookrunner.

A registration statement relating to these securities was declared effective by the Securities and Exchange Commission on January 27, 2026. The offering is being made only by means of a prospectus. Copies of the final prospectus may be obtained, when available, from:

Oppenheimer & Co. Inc., Attention: Syndicate Prospectus Department, 85 Broad Street, 26th Floor, New York, NY 10004, or by telephone at (212) 667-8055, or by email at EquityProspectus@opco.com.

Canaccord Genuity LLC, Attention: Syndication Department, One Post Office Square, 30th Floor, Boston, Massachusetts 02109, or by telephone at (617) 371-3900, or by email at prospectus@cgf.com.

Texas Capital Securities, Attention: Syndicate Prospectus Department, 2000 McKinney Avenue, Suite 700, Dallas, TX 75201, or by telephone at (866) 355-6329 or by email at EquityProspectus@texascapital.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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 1,400 clients, 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 18 offices in 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.

Forward-Looking Statements

Certain statements in this announcement constitute, or may be deemed to constitute, forward-looking statements, projections and information (including beliefs or opinions) with respect to PPHC. An investor can identify these statements by the fact that they do not relate strictly to historical or current facts. They include, without limitation, statements regarding PPHC's initial public offering. Such forward-looking statements are based on current expectations and are subject to a number of risks, uncertainties and assumptions that may cause actual results to differ materially from any expected future results in forward-looking statements. These risks and uncertainties include, among other factors, changing economic, financial, business or other market conditions. These and other factors could adversely affect the outcome and financial effects of the plans and events described in this announcement. Other than in accordance with its legal or regulatory obligations, no undertaking is given by PPHC to update any forward-looking statements contained in this announcement, whether as a result of new information, future events or otherwise. Accordingly, no assurance can be given that any particular expectation will be met and investors are cautioned not to place undue reliance on the forward-looking statements.

Company Contact:

PPHC: inquiries@pphcompany.com

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SOURCE Public Policy Holding Company

FAQ

What did Public Policy Holding Company (PPHC) announce in this 8-K filing?

PPHC disclosed that it completed a U.S. initial public offering of 4,150,000 common shares at $12.25 per share and listed on the Nasdaq Global Market. The filing also covers underwriting terms, new independent director appointments, revised director compensation and committee roles, and new indemnification agreements.

How much capital did PPHC raise for the company in its U.S. IPO?

The IPO generated gross proceeds of $41.65 million for PPHC from selling 3,400,000 newly issued shares at $12.25 each. Existing stockholders sold an additional 750,000 shares for $9.19 million in gross proceeds, which went to those stockholders rather than the company.

How many PPHC shares were sold and at what price in the IPO?

The offering comprised 4,150,000 shares of PPHC common stock at a public offering price of $12.25 per share. Of these, 3,400,000 were newly issued by the company and 750,000 were sold by existing stockholders, with an underwriter option for up to 622,500 additional shares.

What exchange does PPHC trade on after this IPO and when did trading begin?

Following the IPO, PPHC’s common stock trades on the Nasdaq Global Market under the symbol PPHC. The company stated that its shares were expected to begin trading on Nasdaq on January 28, 2026, with the offering closing the following day, subject to customary conditions.

What governance and board changes did PPHC disclose in connection with the IPO?

PPHC appointed Kathleen L. Casey and Charles D. Brown as independent non‑executive directors, adjusted committee roles for several existing directors, and increased non‑executive director fees. It also entered into indemnification agreements with each director and executive officer to cover certain proceedings related to their corporate roles.

What are the compensation terms for PPHC’s new independent directors Casey and Brown?

Ms. Casey will receive $200,000 per year, split between $100,000 in cash and $100,000 in restricted stock units vesting after one year. Mr. Brown will receive $210,000 per year, with $110,000 in cash and $100,000 in restricted stock units vesting on the first anniversary.

Did PPHC’s selling stockholders receive proceeds from this IPO?

Yes. Existing stockholders, referred to as Selling Stockholders, sold 750,000 shares of PPHC common stock in the offering. They received gross proceeds of $9,187,500, while PPHC itself did not receive any of the proceeds from these secondary share sales.