Public Policy Holding Company, Inc. 8-K

What Happened

• Public Policy Holding Company, Inc. (PPHC) filed an 8‑K reporting completion of its initial public offering (IPO). On January 29, 2026, PPHC sold 4,150,000 shares of common stock at $12.25 per share (3,400,000 newly issued by the company and 750,000 sold by existing shareholders). The company received gross proceeds of $41,650,000; the selling shareholders received $9,187,500. The underwriting agreement (dated January 27, 2026) names Oppenheimer & Co. Inc. and Canaccord Genuity LLC as representatives and includes a 30‑day option for underwriters to buy 622,500 additional shares.
• In connection with the IPO and Nasdaq listing (common stock began trading January 28, 2026), PPHC appointed Kathleen L. Casey and Charles D. Brown as independent non‑executive directors effective January 28, 2026, and amended appointment terms for three other non‑executive directors. The company also entered indemnification agreements with its directors and executive officers.

Key Details

• IPO price: $12.25 per share; total shares sold: 4,150,000 (3,400,000 new; 750,000 secondary).
• Gross proceeds to company: $41,650,000; to selling stockholders: $9,187,500.
• Underwriters’ 30‑day option: 622,500 additional shares; Underwriting Agreement dated Jan 27, 2026.
• Board changes effective Jan 28, 2026: Casey and Brown added; director fees/RSU grants updated (examples: Casey $200,000/year — $100,000 cash + $100,000 RSUs; Brown $210,000/year — $110,000 cash + $100,000 RSUs). Other directors (White, Lee, Ginsburg) had committee reassignments and fee increases.

Why It Matters

• The IPO provides PPHC with immediate capital ($41.65M gross) to fund operations or growth and establishes a public market on Nasdaq. Underwriters’ overallotment option could increase share count and dilute ownership if exercised.
• New independent directors and updated compensation/indemnification agreements reflect governance changes commonly tied to public listings; these affect board oversight and executive protections, and the RSU components create aligned long‑term incentives for directors.