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OMNIBUS INCENTIVE PLAN
 6 Months Ended
Jun. 30, 2026
Share-Based Payment Arrangement [Abstract]  
OMNIBUS INCENTIVE PLAN OMNIBUS INCENTIVE PLAN
In 2021, we adopted the Public Policy Holding Company, Inc. 2021 Omnibus Incentive Plan (the "Omnibus Incentive Plan"), under which Options (both nonqualified options, and incentive stock options), stock appreciation rights, restricted stock units, restricted stock, unrestricted stock, cash-based awards and dividend equivalent rights may be issued. On September 29, 2025, our board of directors approved an amendment (the "2025 Amendment") to the Omnibus Incentive Plan, which became effective on January 26, 2026.
As of June 30, 2026, the total amount of shares authorized by the Board of Directors under the Omnibus Plan was 5,719,005, with a total of 1,615,112 shares available for issuance. During the six months ended June 30, 2026 and 2025, the Company granted 43,987 and 62,588 Options to employees, respectively. During the same periods, the Company granted 669,879 and 498,532 Restricted Stock Units ("RSUs"), respectively, as well as 302,080 and 195,588 Restricted Stock Awards ("RSAs"). The stock options have a contractual term of ten years and vest three years after their issuance. The RSUs vest over a three-year period with one-third vesting each year after the grant date. The amortization of the fair value of share-based awards is recorded as an expense in long-term incentive program charges in the statement of operations.
The total long-term incentive program expense, net of forfeitures, is detailed in the following table:
Three months ended June 30,Six months ended June 30,
2026202520262025
Options$15 $106 $54 $194 
RSUs1,295 682 2,178 1,264 
RSAs708 360 1,316 869 
SARs(948)380 (1,515)324 
Total$1,070 $1,528 $2,033 $2,651 
The table below represents the total expense relating to the long-term incentive program recognized in the consolidated statements of operations and comprehensive loss as follows:
Three months ended June 30,Six months ended June 30,
2026202520262025
Cost of services$315 $1,302 $1,031 $2,165 
General and administrative expense755 226 1,002 486 
Total$1,070 $1,528 $2,033 $2,651 
As of June 30, 2026, total unrecognized compensation expense and the applicable weighted average period for that expense to be recognized is as follows:
Unrecognized compensation
Weighted average period
Options$270 0.4 years
RSUs9,931 4.9 years
RSAs3,805 1.2 years
Total
$14,006 
Options
The following summarizes the stock option activity for the three and six months ended June 30, 2026 and 2025:
Number of Shares
Weighted Average Exercise Price- (USD)(1)
Weighted Average Exercise Price-(GBP)
Weighted Average Contractual Term (in years)
Outstanding as of December 31, 2025702,002$11.33 £8.42 6.9
Granted43,98710.41 7.85 9.9
Exercised—— — —
Cancelled/Forfeited(11,078)11.38 8.58 
Outstanding as of June 30, 2026734,91111.21 8.46 6.7
Exercisable as of June 30, 2026598,01610.74 8.10 5.3
Vested and expected to vest as of June 30, 2026734,911$11.21 £8.46 6.7
Number of Shares
Weighted Average Exercise Price- (USD)(1)
Weighted Average Exercise Price-(GBP)
Weighted Average Contractual Term (in years)
Outstanding as of December 31, 2024676,709$10.75 £8.60 7.8
Granted62,58811.50 8.35 —
Exercised—— — —
Cancelled/Forfeited(23,897)11.90 8.65 —
Outstanding as of June 30, 2025715,40011.80 8.60 7.6
Exercisable as of June 30, 2025433,39212.15 8.85 —
Vested and expected to vest as of June 30, 2025715,400$11.80 £8.60 7.6
(1)The applicable exercise prices have been adjusted based on the applicable exchange rate of GBP to USD at the end of each period presented.
The weighted average intrinsic value of stock options was zero as of June 30, 2026.
Restricted Stock Units ("RSUs")
Activity in the Company's non-vested RSUs was as follows for the three and six months ended June 30, 2026 and 2025, respectively:
Number of RSUsWeighted Average Grant Date Fair Value
Nonvested as of December 31, 2025991,732$7.70 
Granted669,8799.10 
Vested(435,839)7.76 
Cancelled/Forfeited(19,480)8.69 
Nonvested as of June 30, 20261,206,292$8.85 
Nonvested as of December 31, 2024869,3307.00 
Granted498,5328.75 
Vested(285,804)7.00 
Cancelled/Forfeited(27,600)7.60 
Nonvested as of June 30, 20251,054,458$7.65 
Restricted Stock Awards ("RSAs")
Activity in the Company's non-vested RSAs was as follows:
Number of RSAs
Weighted Average Grant Date Fair Value
Nonvested as of December 31, 2025408,284$7.91 
Granted302,08010.45 
Vested(195,033)9.45 
Cancelled/Forfeited—— 
Nonvested as of June 30, 2026515,331$8.82 
Nonvested as of December 31, 2024479,4916.15 
Granted195,5889.45 
Vested(134,177)7.15 
Cancelled/Forfeited(61,005)5.65 
Nonvested as of June 30, 2025479,897$9.30 
Stock Appreciation Rights ("SARs")
SARs are not issued shares or committed shares to be issued and therefore do not count against the total number of shares that can be issued under the Omnibus Plan. Upon exercise of a SAR, the Company shall pay the grantee in cash an amount equal to the excess of the fair market value of a share of stock on the effective date of exercise in excess of the exercise price of the SAR. This cash settlement feature requires the SARs to be classified as a liability and remeasured at each reporting period. The SARs vest over a three-year period with one-third vesting each year after the grant date. The fair value of each SAR granted is estimated using a Black-Scholes option-pricing model and the fair value is adjusted at each reporting period. As of June 30, 2026 and December 31, 2025, the total liability recorded was $0.4 million and $2.0 million, respectively.
The fair value of the SARs was calculated as follows as of:
June 30, 2026December 31, 2025
Estimated dividend yield3.0%4.0%
Expected stock price volatility45.0%42.0%
Risk-free interest rate
4.1% to 4.2%
3.5% to 3.6%
Expected life of instrument (in years)
1.4 to 2.8 years
1.9 to 3.3 years
Weighted average fair value per share$1.64 $6.60 
Activity in the Company's SARs was as follows for the year ended June 30, 2026 and year ended December 31, 2025:
Number of Shares
Weighted Average Exercise Price
Outstanding as of December 31, 2024341,000$8.05 
Granted—— 
Exercised—— 
Cancelled/Forfeited(30,000)8.98 
Outstanding as of December 31, 2025311,000$8.97 
Granted—— 
Exercised(30,000)(8.85)
Cancelled/Forfeited(10,000)(8.83)
Outstanding as of June 30, 2026271,0008.79 
Exercisable as of June 30, 2026269,3338.84 
Vested and expected to vest as of June 30, 2026271,000$8.79 
The amount of the future expense for all SARs issued will depend upon the value of the Company's common stock and other factors at each future reporting date.