UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended June 30, 2025

or

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from _____ to _____

Commission File Number: 000-50587

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

13-4005439

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

118 North Bedford Road, Ste. 100, Mount Kisco, NY	10549
(Address of principal executive offices)	(Zip code)

(914) 242-5700

(Registrant’s telephone number, including area code)

Indicate 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. Yes ☒ No ☐

Indicate 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). Yes ☒ No ☐

Indicate 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.

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☒		Smaller reporting company ☒
		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. ☐

Indicate 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. ☐

If 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. Yes ☐ No ☐

Indicate 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. Yes ☐ No ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Title of each class	Trading Symbol (s)	Name of each exchange on which registered

Common Stock, $0.01 par value	IWSH	OTC

As of August 13, 2025, there were 20,620,711 shares of the registrant’s common stock, $0.01 par value, outstanding.

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

TABLE OF CONTENTS

	Part I. Financial Information	Page No.

Item 1.	Financial Statements of Wright Investors’ Service Holdings, Inc.	1

	Condensed Consolidated Balance Sheets- June 30, 2025 (Unaudited) and December 31, 2024	1

	Condensed Consolidated Statements of Operations- Three Months and Six Months Ended June 30, 2025 and 2024 (Unaudited)	2

	Condensed Consolidated Statements of Comprehensive Loss- Three Months and Six Months Ended June 30, 2025 and 2024 (Unaudited)	3

	Condensed Consolidated Statements of Changes in Stockholders’ Equity- Three Months and Six Months Ended June 30, 2025 and 2024 (Unaudited)	4

	Condensed Consolidated Statements of Cash Flows - Six Months Ended June 30, 2025 and 2024 (Unaudited)	5

	Notes to Condensed Consolidated Financial Statements - Three Months and Six Months Ended June 30, 2025 and 2024 (Unaudited)	6



Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	13

Item 4.	Controls and Procedures	13

	Part II. Other Information

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14

Item 5.	Other Information	14

Item 6.	Exhibits	15

SIGNATURES		16

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PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements.

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

	June 30,			December 31,
	2025			2024
	(unaudited)
Assets
Current assets
Cash and cash equivalents	$	394		$	1,440
Investments		1,464			914
Prepaid expenses and other current assets		36			84
Total current assets		1,894			2,438

Other assets		8			8

Total assets	$	1,902		$	2,446

Liabilities and stockholders’ equity

Current liabilities
Accounts payable and accrued expenses	$	71		$	115
Total current liabilities		71			115

Total liabilities		71			115

Stockholders’ equity
Preferred stock, par value $0.01 per share, authorized 10,000,000 shares; none issued		-			-
Common stock, par value $0.01 per share, authorized 30,000,000 shares; issued 21,628,680 as of June 30, 2025 and December 31, 2024; outstanding 20,620,711 at June 30, 2025 and December 31, 2024.		216			216
Additional paid-in capital		34,392			34,392
Accumulated deficit		(31,030	)		(30,530	)
Treasury stock, at cost (1,007,969 shares at June 30, 2025 and December 31, 2024)		(1,747	)		(1,747	)
Total stockholders' equity		1,831			2,331
Total liabilities and stockholders’ equity	$	1,902		$	2,446

See accompanying notes to condensed consolidated financial statements.

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WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands, except per share amounts)

	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024

Expenses
Compensation and benefits	$	113		$	115		$	228		$	228
Other operating		145			154			317			326
Total operating expenses		258			269			545			554
Loss from operations		(258	)		(269	)		(545	)		(554	)
Interest and other income, net		14			36			45			102
Net loss	$	(244	)	$	(233	)	$	(500	)	$	(452	)

Basic and diluted weighted average common shares outstanding		20,620,711			20,620,711			20,620,711			20,620,711
Basic and diluted loss per share	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.02	)

See accompanying notes to condensed consolidated financial statements.

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WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(unaudited)

(in thousands, except per share amounts)

	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024


Net loss	$	(244	)	$	(233	)	$	(500	)	$	(452	)
Other comprehensive loss:
Unrealized holding gain on available for sale debt securities		-			-			-			16
Reclassification adjustment for gains realized in net loss		-			-			-			(56	)
Total other comprehensive loss		-			-			-			(40	)
Comprehensive loss	$	(244	)	$	(233	)	$	(500	)	$	(492	)

See accompanying notes to condensed consolidated financial statements.

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WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

THREE AND SIX MONTHS ENDED JUNE 30, 2025 and 2024

(UNAUDITED)

(in thousands, except per share data)

										Accumulated						Total
					Additional					other			Treasury			stock-
	Common stock (Issued)				paid -in		Accumulated			comprehensive			stock, at			Holders’
	shares		amount		capital		deficit			income			cost			equity
Balance at December 31, 2023		21,628,680	$	216	$	34,392	$	(29,610	)	$	40		$	(1,747	)	$	3,291
Net loss		-		-		-		(219	)		-			-			(219	)
Other comprehensive loss		-		-		-		-			(40	)		-			(40	)
Balance at March 31, 2024		21,628,680	$	216	$	34,392	$	(29,829	)	$	-		$	(1,747	)	$	3,032
Net loss		-		-		-		(233	)		-			-			(233	)
Balance at June 30, 2024		21,628,680	$	216	$	34,392	$	(30,062	)	$	-		$	(1,747	)	$	2,799


Balance at December 31, 2024		21,628,680	$	216	$	34,392	$	(30,530	)	$	-		$	(1,747	)	$	2,331
Net loss		-		-		-		(256	)		-			-			(256	)
Balance at March 31, 2025		21,628,680	$	216	$	34,392	$	(30,786	)	$	-		$	(1,747	)	$	2,075
Net loss		-		-		-		(244	)		-			-			(244	)
Balance at June 30, 2025		21,628,680	$	216	$	34,392	$	(31,030	)	$	-		$	(1,747	)	$	1,831

See accompanying notes to condensed consolidated financial statements.

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WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)

	Six Months Ended June 30,
	2025			2024
Cash flows from operating activities

Net loss	$	(500	)	$	(452	)
Adjustments to reconcile net loss to net cash used in operating activities:
Realized gain on investments		-			(56	)
Changes in other operating items:
Prepaid expenses and other current assets		48			64
Accounts payable and accrued expenses		(44	)		(5	)
Net cash used in operating activities		(496	)		(449	)

Cash flows from investing activities
Proceeds from redemptions and sale of investments		24			3,210
Purchase of investments		(574	)		(554	)
Net cash (used in) provided by investing activities		(550	)		2,656

Net (decrease) increase in cash and cash equivalents		(1,046	)		2,207
Cash and cash equivalents at the beginning of the period		1,440			125
Cash and cash equivalents at the end of the period	$	394		$	2,332


Supplemental disclosures of cash flow information
Unrealized loss on available for sale securities	$	-		$	(40	)

See accompanying notes to condensed consolidated financial statements.

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WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

June 30, 2025 and 2024

(unaudited)

Basis of presentation and description of activities

Basis of presentation

The accompanying interim financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. The information and note disclosures normally included in complete financial statements have been condensed or omitted pursuant to such rules and regulations. The Condensed Consolidated Balance Sheet as of December 31, 2024 has been derived from audited financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2024 as presented in our Annual Report on Form 10-K. In the opinion of management, this interim information includes all material adjustments, which are of a normal and recurring nature, necessary for a fair presentation. The results for the 2025 interim period are not necessarily indicative of results to be expected for the entire year.

Description of activities

Wright Investors’ Service Holdings, Inc. (the “Company”) has nominal operations and nominal assets aside from its cash and cash equivalents and investments in U.S. Treasury Bills and mutual funds, and is therefore considered a shell company, as defined in U.S. securities laws and regulations. The Company is not engaged in the business of investing, reinvesting, or trading in securities, and it does not hold itself out as being engaged in those activities.

The Company intends to evaluate and explore all available strategic options. The Company will continue to work to maximize stockholder value. Such strategic options may include acquisition of an investment advisory business, acquisition of a financial services business, creating partnerships or joint ventures for those or other businesses and investing in other businesses that provide attractive opportunities for growth. The directors will also consider alternatives for distributing some or all of the Company’s cash and cash equivalents and investments in U.S. Treasury Bills and mutual funds. Until such time as a decision is made as to how the liquid assets of the Company are so deployed, the Company intends to invest its liquid assets in high-grade, short- term investments (such as cash and cash equivalents and Investment in U.S. Treasury Bills and mutual funds) consistent with the preservation of principal, maintenance of liquidity and avoidance of speculation.

The Company may be classified as an inadvertent investment company if the Company acquires investment securities in excess of 40% of the Company’s total assets (exclusive of government securities). As of June 30, 2025, the Company is not considered an inadvertent investment company.

Per share data

Loss per share for the three and six months ended June 30, 2025 and 2024 is calculated based on 20,620,711 weighted average outstanding shares of common stock. The Company had no dilutive or potentially dilutive securities during the periods presented.

Segment Disclosure

The Company's operations are reported within one reportable segment and constitutes the Company and its wholly-owned subsidiaries, all of which are inactive, which are reported in the condensed consolidated financial statements. The Company currently has no or nominal operations, no revenues from operations and is considered a shell company, as defined in the U.S. securities laws and regulations.

The Company's chief operating decision maker (“CODM”) is the Chief Executive Officer. The CODM evaluates the results and performance of the reporting segment and decides how to allocate resources based on condensed consolidated net loss which is reported on the Condensed Consolidated Statements of Operations. Additionally, the measure of segment assets is reported on the Condensed Consolidated Balance Sheets as total assets.

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The accounting policies for the reportable segment are the same as those described above in the summary of significant accounting policies. The expenses and net loss for the one reportable segment are the same as those presented on the Condensed Consolidated Statements of Operations. Significant expense categories, including compensation and benefits, other operating expenses, and interest and other income, net are included on the Company's Condensed Consolidated Statements of Operations.

New accounting standards

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Improvements to Income Tax Disclosures, which requires entities to disclose disaggregated information about their effective tax rate reconciliations as well as expanded information on income taxes by jurisdiction. The standard is effective for fiscal years beginning after December 15, 2024, on a prospective basis. The Company discloses its income tax rate reconciliation in its annual consolidated financial statements only and does not expect the adoption to have a material impact on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement Reporting-Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The standard update improves the disclosures about a public business entity’s expenses by requiring more detailed information about the types of expenses (including compensation and benefits and other operating expenses) included within income statement expense captions. The guidance will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The standard will be applied on a prospective basis, with retrospective application permitted. The Company is currently evaluating the impact of adoption of the standard on its financial statement disclosures.

Investment valuation

The Company carries its investments at fair value. Fair value is an estimate of the exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (i.e., the exit price at the measurement date). Fair value measurements are not adjusted for transaction costs.

A fair value hierarchy provides for prioritizing inputs to valuation techniques used to measure fair value into three levels:

Level 1

Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2

Inputs other than quoted market prices that are observable, either directly or indirectly, and reasonably available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the Company.

Level 3

Unobservable inputs. Unobservable inputs reflect the assumptions that the Company develops based on available information about what market participants would use in valuing the asset or liability.

An asset or liability's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Availability of observable inputs can vary and is affected by a variety of factors. The Company uses judgment in determining fair value of assets and liabilities and Level 3 assets and liabilities involve greater judgment than Level 1 or Level 2 assets or liabilities.

As of June 30, 2025 and December 31, 2024, the Company held investments in equity securities which consist of mutual funds of $1,464,000 and $914,000, respectively. U.S. government securities are valued using a model that incorporates market observable data, such as reported sales of similar securities, broker quotes, yields, bids, offers, and reference data. Certain securities are valued principally using dealer quotations. Mutual funds are valued at the closing price reported by the fund sponsor from an actively traded exchange. Mutual funds are categorized in Level 1 of the fair value hierarchy, depending on the unadjusted quoted prices in active markets for identical assets. The U.S. government debt securities, which have maturities of three months or less at time of purchase, are reported as Cash and cash equivalents on the Condensed Consolidated Balance Sheet as of December 31, 2024. There were no U.S. government debt securities as of June 30, 2025. There were no U.S. government debt securities with maturities of more than three months as of December 31, 2024.

Short-term investments in marketable securities have a stated maturity of twelve months or less from the balance sheet date. These securities are considered as available for sale and are reported at fair value. For debt securities, unrealized gains and losses are recorded net of tax as a component of Accumulated other comprehensive income within stockholders' equity. Credit losses related to available-for-sale debt securities are recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. Realized gains and losses are calculated based on the specific identification method and are included in Interest and other income, net, in the Condensed Consolidated Statement of Operations.

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The Company follows the guidance in ASC 321, “Investments – Equity Securities” (“ASC 321”) for its investments in equity securities with unrealized and realized gains and losses recorded in Interest and other income, net, on the Condensed Consolidated Statements of Operations.

The following table presents the Company’s financial instruments at fair value (in thousands):

	Fair Value Measurements as of June 30, 2025
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

Investments in Mutual Funds	$	1,464	$	1,464	$	-	$	-

	Fair Value Measurements as of December 31, 2024
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

Investments in Mutual Funds	$	914	$	914	$	-	$	-

Investments in equity securities as of June 30, 2025 are summarized by type below (in thousands).

Cost

Gross

Unrealized

Gains

Gross

Unrealized

Losses

Fair

Value

Mutual Funds

1,464

Total

1,464

Investments in equity securities as of December 31, 2024 are summarized by type below (in thousands).

Cost

Gross

Unrealized

Gains

Gross

Unrealized

Losses

Fair

Value

Mutual Funds

914

Total

914

The Company may be exposed to credit losses through its available-for-sale investments. An available-for-sale security is impaired when its fair value declines below its amortized cost basis. Unrealized losses resulting from the amortized cost basis of any available-for-sale debt security exceeding its fair value are evaluated for identification of credit losses. When evaluating the investments for impairment at each reporting period, the Company reviews factors such as the extent of the unrealized loss, historical losses, current and future economic market conditions, and financial condition of the issuer. As of June 30, 2025, the Company has not recognized an allowance for expected credit losses related to its available-for-sale securities as the Company has not identified any unrealized losses for these investments attributable to credit factors.

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Income taxes

No tax benefit has been recorded in relation to the pre-tax loss for the three and six months ended June 30, 2025 and 2024, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses. As of June 30, 2025, the Company had no material uncertain income tax positions.

Capital Stock

The Company’s Board of Directors, without any vote or action by the holders of common stock, is authorized to issue preferred stock from time to time in one or more series and to determine the number of shares and to fix the powers, designations, preferences and relative, participating, optional or other special rights of any series of preferred stock.

The Board of Directors authorized the Company to repurchase up to 5,000,000 outstanding shares of common stock from time to time either in open market or privately negotiated transactions. The Company did not repurchase any common stock during the six months ended June 30, 2025 and June 30, 2024. At June 30, 2025 and 2024, the Company had repurchased 2,234,721 shares of its common stock and a total of 2,765,279 of the authorized shares, remained available for repurchase as of June 30, 2025.

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement Regarding Forward-Looking Statements

This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward looking statements. Forward-looking statements are not statements of historical facts, but rather reflect our current expectations concerning future events and results. The words “may,” “will,” “anticipate,” “should,” “would,” “believe,” “contemplate,” “could,” “project,” “predict,” “expect,” “estimate,” “continue,” and “intend,” as well as other similar words and expressions of the future, are intended to identify forward-looking statements.

Factors that may cause actual results to differ from those results expressed or implied, include, but are not limited to, those listed under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 filed by the Company with the Securities and Exchange Commission (the “SEC”) on March 27, 2025.

These forward-looking statements generally relate to our plans, objectives and expectations for future events and include statements about our expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. These statements are based upon our opinions and estimates as of the date they are made. Although we believe that the expectations reflected in these forward-looking statements are reasonable, such forward-looking statements are subject to known and unknown risks and uncertainties that may be beyond our control, which could cause actual results, performance and achievements to differ materially from results, performance and achievements projected, expected, expressed or implied by the forward-looking statements. While we cannot assess the future impact that any of these differences could have on our business, financial condition, results of operations and cash flows or the market price of shares of our common stock, the differences could be significant. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this report and you are urged to consider all such risks and uncertainties. In light of the uncertainty inherent in such forward-looking statements, you should not consider their inclusion to be a representation that such forward-looking matters will be achieved.

General Overview

The Company is a “shell company”, as defined in Rule 12b-2 of the Exchange Act. Because we are a shell company, our stockholders are unable to utilize Rule 144 to sell “restricted stock” as defined in Rule 144 or to otherwise use Rule 144 to sell our securities, and we are ineligible to utilize registration statements on Form S-3 or Form S-8 for so long as we remain a shell company and for 12 months thereafter. As a consequence, among other things, the offering, issuance and sale of our securities is likely to be more expensive and time consuming and may make our securities less attractive to investors.

The Company’s Board of Directors is considering strategic uses for its funds to develop or acquire interests in one or more operating businesses. While we have focused our development or acquisition efforts on sectors in which our management has expertise, we do not wish to limit ourselves to, or to foreclose any opportunities in, any particular industry or sector. Prior to this use, the Company’s funds have been, and we anticipate will continue to be, invested in high-grade, short-term investments (such as cash and cash equivalents, U.S. Treasury Bills and mutual funds) consistent with the preservation of principal, maintenance of liquidity and avoidance of speculation, until such time as we need to utilize such funds, or any portion thereof, for the purposes described above. The directors will also consider alternatives for distributing some or all of its cash and cash equivalents and Investments in U.S. Treasury Bills and mutual funds to stockholders.

Results of operations

Three months ended June 30, 2025 compared to the three months ended June 30, 2024

For the three months ended June 30, 2025, the Company had a loss from operations of $244,000 compared to a loss from operations of $233,000 for the three months ended June 30, 2024.

The increased loss from operations of $11,000 was primarily a result of a decrease in Interest and other income, net of $22,000, offset by a decrease in Compensation and benefits of $2,000, and a decrease in Other operating expenses of $9,000 for the three months ended June 30, 2024.

Compensation and benefits

For the three months ended June 30, 2025, Compensation and benefits were $113,000 as compared to $115,000 for the three months ended June 30, 2024.

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Other operating expenses

For the three months ended June 30, 2025, Other operating expenses were $145,000 as compared to $154,000 for the three months ended June 30, 2024. The decreased other operating expenses of $9,000 was primarily the result of decreased travel and entertainment expenses of $7,000 and decreased professional fees of $2,000 during the three months ended June 30, 2025.

Interest and other income, net

For the three months ended June 30, 2025, Interest and other income, net was $14,000 as compared to $36,000 for the three months ended June 30, 2024. The decreased interest and other income, net of $22,000 was primarily the result of the lower yields related to the investments in mutual funds and lower balances of such investments during the three months ended June 30, 2025.

Income taxes

For the three months ended June 30, 2025 and 2024, the Company recorded no income tax expense from operations. No tax benefit has been recorded in relation to the pre-tax loss for the three months ended June 30, 2025 and 2024, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses.

Six months ended June 30, 2025 compared to the six months ended June 30, 2024

For the six months ended June 30, 2025, the Company had a loss from operations of $500,000 compared to a loss from operations before income taxes of $452,000 for the six months ended June 30, 2024.

The increased loss from operations of $48,000 was primarily a result of a decrease in Interest and other income, net of $57,000, offset by a decrease in other operating expenses of $9,000 during the six months ended June 30, 2025.

Compensation and benefits

For the six months ended June 30, 2025 and 2024, Compensation and benefits were $228,000.

Other operating expenses

For the six months ended June 30, 2025, Other operating expenses were $317,000 as compared to $326,000 for the six months ended June 30, 2024. The decreased operating expenses of $9,000 were primarily the result of decreased travel and entertainment expenses of $11,000, decreased professional fees of $2,000, offset by increased other expenses of $4,000.

Interest and other income, net

For the six months ended June 30, 2025, Interest and other income, net was $45,000 as compared to $102,000 for the six months ended June 30, 2024. The decreased interest and other income, net of $57,000 was primarily the result of the lower yields related to the investments in U.S. Treasury securities and mutual funds and lower balances of such investments during the six months ended June 30, 2025.

Income taxes

For the six months ended June 30, 2025 and 2024, the Company recorded no income tax expense from operations. No tax benefit has been recorded in relation to the pre-tax loss for the six months ended June 30, 2025 and 2024, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses.

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Financial condition

Liquidity and Capital Resources

At June 30, 2025, the Company had cash and cash equivalents totaling $394,000 and investments in mutual funds totaling $1,464,000 which it intends to use to acquire interests in one or more operating businesses and to fund the Company’s general and administrative expenses. The directors will also consider alternatives for distributing some or all of its cash and cash equivalents and investments to stockholders. The Company believes that its working capital is sufficient to support its operating requirements through September 30, 2026.

Cash equivalents represent short-term, highly liquid investments, which are readily convertible to cash and have maturities of three months or less at time of purchase. Please refer to note 5 of the Notes to Condensed Consolidated Financial Statements for classification of Investments.

The decrease in cash and cash equivalents of $1,046,000 for the six months ended June 30, 2025 was primarily the result of $496,000 used in operating activities, $574,000 used in the purchase of mutual funds, offset by the sale and the redemption of investments of $24,000.

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Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Not required.

Item 4.

Controls and Procedures

The Company’s principal executive officer and principal financial officer, with the assistance of other members of the Company’s management, have evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report. Based upon such evaluation, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures are effective as of the end of the period covered by this quarterly report.

The Company’s principal executive officer and principal financial officer have also concluded that there was no change in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Table of Contents

PART II. OTHER INFORMATION

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

Purchases of Equity Securities

The Board of Directors authorized the Company to repurchase up to 5,000,000 outstanding shares of common stock from time to time either in open market or privately negotiated transactions. At June 30, 2025, the Company had repurchased 2,234,721 shares of its common stock and, a total of 2,765,279 shares remained available for repurchase at June 30, 2025, pursuant to the 5,000,000 shares repurchase plans. The Company did not repurchase shares of common stock during the quarter ended June 30, 2025.

Item 5.

Other Information

None

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Item 6.

Exhibits.

Exhibit No.		Description

31.1	*	Certification of principal executive officer of the Company, pursuant to Securities Exchange Act Rule 13a-14(a)

31.2	*	Certification of principal financial officer of the Company, pursuant to Securities Exchange Act Rule 13a-14(a)

32.1	*	Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, signed by the principal executive officer of the Company and the principal financial officer of the Company

101.INS	**	XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH	**	XBRL tags are embedded within the Inline XBRL document

101.CAL	**	Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF	**	Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB	**	Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE	**	Inline XBRL Taxonomy Extension Presentation Linkbase Document

104	**	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*Filed herewith

**Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability.

Table of Contents

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, thereunto duly authorized.

	WRIGHT INVESTORS’ SERVICE HOLDINGS, INC



Date: August 13, 2025	By:	/s/ HARVEY P. EISEN
		Name:	Harvey P. Eisen
		Title:	Chairman, President, and Chief Executive Officer (Principal Executive Officer)

Date: August 13, 2025

By:

/s/ HAROLD D. KAHN

Name:

Harold D. Kahn

Title:

Acting Chief Financial Officer and Acting Principal
Accounting Officer

(Principal Financial Officer)

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Wright Investors Service Holdings, Inc. 10-Q