{"url_path":"/sec/pphc/10-k/2026/body","section_key":"body","section_title":"Body","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-06-24","source_url":"https://www.sec.gov/Archives/edgar/data/1903508/0001628280-26-045284-index.html","accession_number":"0001628280-26-045284","cik":"0001903508","ticker":"PPHC","issuer_name":"Public Policy Holding Company, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1903508/0001628280-26-045284-index.html","primary_entity_key":"0001903508","primary_entity_name":"Public Policy Holding Company, Inc."},"word_count":2095,"has_tables":true,"body_markdown":"pphc-20251231\n0001903508trueFY2025This Amendment No. 1 to the Annual Report on Form 10-K is filed solely to (i) check the “Smaller Reporting Company” box on the cover page and (ii) revise the disclosed public float figure on the cover page.iso4217:USDxbrli:shares00019035082025-01-012025-12-3100019035082026-01-2900019035082026-03-24\n\nUNITED STATES\n\nSECURITIES AND EXCHANGE COMMISSION\n\nWashington, D.C. 20549\n\n_________________________\n\nFORM 10-K/A\n\n(Amendment No.1)\n\n_________________________\n\n(Mark One)\n\nx\n\nANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934\n\nFor the fiscal year ended December 31, 2025\n\nOR\n\no\n\nTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934\n\nFor the transition period from to\n\nCommission file number 001-43077\n\n_________________________\n\nPublic Policy Holding Company, Inc.\n\n(Exact name of registrant as specified in its charter)\n\n_________________________\n\nDelaware87-3557229\n\n(State or other jurisdiction of\n\nincorporation or organization)\n\n(I.R.S. Employer\n\nIdentification No.)\n\n800 North Capitol Street NW, Washington, DC\n20002\n\n(Address of principal executive offices)\n\n(Zip Code)\n\n(202) 688-0020\n\nRegistrant’s telephone number, including area code\n\nSecurities registered pursuant to Section 12(b) of the Act:\n\nTitle of each class\n\nTrading Symbol(s)\n\nName of each exchange on which registered\n\nCommon Stock, $0.001 par valuePPHCNASDAQ\n\nSecurities registered pursuant to Section 12(g) of the Act: None\n\nIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.\n\nYes o No x\n\nIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.\n\nYes o No x\n\nIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.\n\nYes x No o\n\nIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).\n\nYes x No o\n\nIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and \"emerging growth company\" in Rule 12b-2 of the Exchange Act.\n\nLarge accelerated filer\n\n☐\n\nAccelerated filer\n\n☐\n\nNon-accelerated filer\n\nx\n\nSmaller reporting company\n\nx\n\nEmerging growth company\n\nx\n\nIf 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.\n\nx\n\nIndicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐\n\nIf securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. x\n\nIndicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). x\n\nIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).\n\nYes o No x\n\nThe aggregate market value of the common stock of the registrant held by non-affiliates as of January 29, 2026 was approximately $242,553,173.The registrant has elected to use January 29, 2026 as the calculation date because on June 30, 2025 (the last business day of the registrant’s most recently completed second fiscal quarter) there was no established US public market for the registrant’s common stock.\n\nAs of March 24, 2026, Public Policy Holding Company, Inc. had 28,928,777 shares of common stock outstanding.\n\nEXPLANATORY NOTE\n\nPublic Policy Holding Company, Inc. (the \"Company\") is filing this Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) to its Annual Report on Form 10-K for the year ended December 31, 2025, originally filed on March 31, 2026 (the \"Original Filing\") solely to (i) check the “Smaller Reporting Company” box on the cover page and (ii) correct the disclosed public float figure on the cover page.\n\nNo other changes have been made to the Original Filing. Except where otherwise indicated, this Amendment No. 1 to the Form 10-K speaks as of the filing date of the Original Filing, does not reflect events that may have occurred subsequent to the date of the Original Filing and, except as described above, does not modify or update in any way disclosures made in\n\nthe Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing, and with our other filings with the SEC subsequent to the filing of the Original Filing.\n\nAs required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment No. 1. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment No. 1.\n\nEXHIBIT INDEX\n\nEXHIBIT\nNUMBERDESCRIPTION OF EXHIBIT\n\n[3.1](https://www.sec.gov/Archives/edgar/data/1903508/000162828025044817/exhibit31-sx1.htm)\n\n[Second Amended and Restated Certificate of Incorporation of Public Policy Holding Company, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on October 10, 2025, File No. 333-290834).](https://www.sec.gov/Archives/edgar/data/1903508/000162828025044817/exhibit31-sx1.htm)\n\n[3.2](https://www.sec.gov/Archives/edgar/data/1903508/000162828026022359/exhibit32.htm)\n\n[Amended and Restated Bylaws of Public Policy Holding Company, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1, filed with the SEC on October 10, 2025, File No. 333-290834).](https://www.sec.gov/Archives/edgar/data/1903508/000162828026022359/exhibit32.htm)\n\n[10.1](https://www.sec.gov/Archives/edgar/data/1903508/000162828025044817/exhibit101-sx1.htm)\n\n[Employment Agreement of George Stewart Hall (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on October 10, 2025, File No. 333-290834).](https://www.sec.gov/Archives/edgar/data/1903508/000162828025044817/exhibit101-sx1.htm)\n\n[10.2](https://www.sec.gov/Archives/edgar/data/1903508/000162828025044817/exhibit102-sx1.htm)\n\n[Employment Agreement of Roeland Smits (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1, filed with the SEC on October 10, 2025, File No. 333-290834).](https://www.sec.gov/Archives/edgar/data/1903508/000162828025044817/exhibit102-sx1.htm)\n\n[10.3](https://www.sec.gov/Archives/edgar/data/1903508/000162828025044817/exhibit103-sx1.htm)\n\n[Employment Agreement of Neal Strum (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1, filed with the SEC on October 10, 2025, File No. 333-290834).](https://www.sec.gov/Archives/edgar/data/1903508/000162828025044817/exhibit103-sx1.htm)\n\n[10.4](https://www.sec.gov/Archives/edgar/data/1903508/000162828025044817/exhibit104-sx1.htm)\n\n[Employment Agreement of Jeffrey Forbes (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1, filed with the SEC on October 10, 2025, File No. 333-290834).](https://www.sec.gov/Archives/edgar/data/1903508/000162828025044817/exhibit104-sx1.htm)\n\n[10.5](https://www.sec.gov/Archives/edgar/data/1903508/000162828025044817/exhibit105-sx1.htm)\n\n[Employment Agreement of Daniel Tate (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1, filed with the SEC on October 10, 2025, File No. 333-290834).](https://www.sec.gov/Archives/edgar/data/1903508/000162828025044817/exhibit105-sx1.htm)\n\n[10.6](https://www.sec.gov/Archives/edgar/data/1903508/000162828025044817/exhibit106-sx1.htm)\n\n[Consulting Agreement of William Chess (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1, filed with the SEC on October 10, 2025, File No. 333-290834).](https://www.sec.gov/Archives/edgar/data/1903508/000162828025044817/exhibit106-sx1.htm)\n\n[10.7](https://www.sec.gov/Archives/edgar/data/1903508/000162828025044817/exhibit107-sx1.htm)\n\n[Appointment Agreement of Simon Lee (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1, filed with the SEC on October 10, 2025, File No. 333-290834).](https://www.sec.gov/Archives/edgar/data/1903508/000162828025044817/exhibit107-sx1.htm)\n\n[10.8](https://www.sec.gov/Archives/edgar/data/1903508/000162828025044817/exhibit108-sx1.htm)\n\n[Appointment Agreement of Kimberly White (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1, filed with the SEC on October 10, 2025, File No. 333-290834).](https://www.sec.gov/Archives/edgar/data/1903508/000162828025044817/exhibit108-sx1.htm)\n\n[10.9](https://www.sec.gov/Archives/edgar/data/1903508/000162828025044817/exhibit109-sx1.htm)\n\n[Appointment Agreement of Benjamin Ginsberg (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1, filed with the SEC on October 10, 2025, File No. 333-290834).](https://www.sec.gov/Archives/edgar/data/1903508/000162828025044817/exhibit109-sx1.htm)\n\n[10.10](https://www.sec.gov/Archives/edgar/data/1903508/000162828025044817/exhibit1010-sx1.htm)\n\n[Form of Appointment Agreement of Charles D. Brown (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1, filed with the SEC on October 10, 2025, File No. 333-290834).](https://www.sec.gov/Archives/edgar/data/1903508/000162828025044817/exhibit1010-sx1.htm)\n\n[10.11](https://www.sec.gov/Archives/edgar/data/1903508/000162828025044817/exhibit1011-sx1.htm)\n\n[Form of Appointment Agreement of Kathleen L. Casey (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1, filed with the SEC on October 10, 2025, File No. 333-290834).](https://www.sec.gov/Archives/edgar/data/1903508/000162828025044817/exhibit1011-sx1.htm)\n\n[10.12](https://www.sec.gov/Archives/edgar/data/1903508/000162828025044817/exhibit1012-sx1.htm)\n\n[Credit Agreement dated February 28, 2023, among, inter alios, Public Policy Holding Company, Inc., as Borrower, and Bank of America, N.A., as Lender (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1, filed with the SEC on October 10, 2025, File No. 333-290834).](https://www.sec.gov/Archives/edgar/data/1903508/000162828025044817/exhibit1012-sx1.htm)\n\n[10.13](https://www.sec.gov/Archives/edgar/data/1903508/000162828025044817/exhibit1013-sx1.htm)\n\n[First Amendment to the Credit Agreement dated February 28, 2023, among, inter alios, Public Policy Holding Company, Inc., as Borrower, and Bank of America, N.A., as Lender, dated April 30, 2024 (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-1, filed with the SEC on October 10, 2025, File No. 333-290834).](https://www.sec.gov/Archives/edgar/data/1903508/000162828025044817/exhibit1013-sx1.htm)\n\n[10.14](https://www.sec.gov/Archives/edgar/data/1903508/000162828025044817/exhibit1014-sx1.htm)\n\n[Second Amendment to the Credit Agreement dated February 28, 2023, among, inter alios, Public Policy Holding Company, Inc., as Borrower, and Bank of America, N.A., as Lender, dated June 6, 2024 (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-1, filed with the SEC on October 10, 2025, File No. 333-290834).](https://www.sec.gov/Archives/edgar/data/1903508/000162828025044817/exhibit1014-sx1.htm)\n\n[10.15](https://www.sec.gov/Archives/edgar/data/1903508/000162828025044817/exhibit1015-sx1.htm)\n\n[Third Amendment to the Credit Agreement dated February 28, 2023, among, inter alios, Public Policy Holding Company, Inc., as Borrower, and Bank of America, N.A., as Lender, dated January 24, 2025 (incorporated by reference to Exhibit 10.15 to the Company’s Registration Statement on Form S-1, filed with the SEC on October 10, 2025, File No. 333-290834).](https://www.sec.gov/Archives/edgar/data/1903508/000162828025044817/exhibit1015-sx1.htm)\n\n[10.16†](https://www.sec.gov/Archives/edgar/data/1903508/000162828026022359/exhibit1016.htm)\n\n[Public Policy Holding Company, Inc. 2021 Omnibus Incentive Plan.](https://www.sec.gov/Archives/edgar/data/1903508/000162828026022359/exhibit1016.htm)\n\n[10.17†](https://www.sec.gov/Archives/edgar/data/1903508/000162828026022359/exhibit1017.htm)\n\n[Amendment No. 1 to Public Policy Holding Company, Inc. 2021 Omnibus Incentive Plan.](https://www.sec.gov/Archives/edgar/data/1903508/000162828026022359/exhibit1017.htm)\n\n[10.18†](https://www.sec.gov/Archives/edgar/data/1903508/000162828026022359/exhibit1018.htm)\n\n[Amendment No. 2 to Public Policy Holding Company, Inc. 2021 Omnibus Incentive Plan.](https://www.sec.gov/Archives/edgar/data/1903508/000162828026022359/exhibit1018.htm)\n\n[10.19†](https://www.sec.gov/Archives/edgar/data/1903508/000162828026022359/exhibit1019.htm)\n\n[Amended and Restated Public Policy Holding Company 2021 Omnibus Incentive Plan](https://www.sec.gov/Archives/edgar/data/1903508/000162828026022359/exhibit1019.htm).\n\n[16.1](https://www.sec.gov/Archives/edgar/data/1903508/000162828026022359/exhibit161.htm)\n\n[Letter of MN Blum LLC regarding change in certifying accountant.](https://www.sec.gov/Archives/edgar/data/1903508/000162828026022359/exhibit161.htm)\n\n[16.2](https://www.sec.gov/Archives/edgar/data/1903508/000162828026022359/exhibit162.htm)\n\n[Letter of Crowe U.K. LLP regarding change in certifying accountant.](https://www.sec.gov/Archives/edgar/data/1903508/000162828026022359/exhibit162.htm)\n\n[19.1](https://www.sec.gov/Archives/edgar/data/1903508/000162828026022359/exhibit191.htm)\n\n[Securities Trading Policy.](https://www.sec.gov/Archives/edgar/data/1903508/000162828026022359/exhibit191.htm)\n\n[21.1](https://www.sec.gov/Archives/edgar/data/1903508/000162828025044817/exhibit211-sx1.htm)\n\n[Subsidiaries of Public Policy Holding Company, Inc. (incorporated by reference to Exhibit 21.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on October 10, 2025, File No. 333-290834).](https://www.sec.gov/Archives/edgar/data/1903508/000162828025044817/exhibit211-sx1.htm)\n\n[31.1](exhibit311-10ka.htm)[*](exhibit311-10ka.htm)\n\n[Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.](exhibit311-10ka.htm)\n\n[31.2](exhibit312-10ka.htm)[*](exhibit312-10ka.htm)\n\n[Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.](exhibit312-10ka.htm)\n\n[32.1](https://www.sec.gov/Archives/edgar/data/1903508/000162828026022359/exhibit321.htm)\n\n[Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.](https://www.sec.gov/Archives/edgar/data/1903508/000162828026022359/exhibit321.htm)\n\n[32.2](https://www.sec.gov/Archives/edgar/data/1903508/000162828026022359/exhibit322.htm)\n\n[Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.](https://www.sec.gov/Archives/edgar/data/1903508/000162828026022359/exhibit322.htm)\n\n[97.1](https://www.sec.gov/Archives/edgar/data/1903508/000162828026022359/exhibit971.htm)\n\n[Clawback Policy.](https://www.sec.gov/Archives/edgar/data/1903508/000162828026022359/exhibit971.htm)\n\n101The following financial information from PPHC, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2025 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive Loss, (iii) the Consolidated Statements of Stockholders' Equity, (iv) the Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements.\n\n104Cover Page Interactive Data File - (formatted as Inline XBRL and contained in Exhibit 101).\n\n† Management contract or compensatory plan or arrangement.\n\n* Submitted electronically herewith.\n\nSIGNATURES\n\nPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.\n\nBy: SignatureTitleDate\n\n/s/ George Stewart HallChief Executive OfficerJune 24, 2026\n\nName: George Stewart Hall(Principal Executive Officer)\n\nPursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.\n\nSignatureTitleDate\n\n/s/ George Stewart HallChief Executive OfficerJune 24, 2026\n\nGeorge Stewart Hall(Principal Executive Officer)\n\n/s/ Roeland SmitsChief Financial OfficerJune 24, 2026\n\nRoeland Smits(Principal Accounting Officer and Principal Financial Officer)\n\n/s/ Keenan Austin Reed\nExecutive DirectorJune 24, 2026\n\nKeenan Austin Reed\n\n/s/ Zachary Williams\nExecutive DirectorJune 24, 2026\n\nZachary Williams\n\n/s/ Simon Lee\nNon-Executive Director (Chairperson)June 24, 2026\n\nSimon Lee\n\n/s/ Charles D. BrownNon-Executive DirectorJune 24, 2026\n\nCharles D. Brown\n\n/s/ Kathleen L. CaseyNon-Executive DirectorJune 24, 2026\n\nKathleen L. Casey\n\n/s/ Benjamin Ginsberg\nNon-Executive DirectorJune 24, 2026\n\nBenjamin Ginsberg\n\n/s/ Kimberly White\nNon-Executive DirectorJune 24, 2026\n\nKimberly White"}