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What changed in FiscalNote Holdings, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of FiscalNote Holdings, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+155 added−191 removedSource: 10-K (2026-03-24) vs 10-K (2025-04-01)

Top changes in FiscalNote Holdings, Inc.'s 2025 10-K

155 paragraphs added · 191 removed · 98 edited across 4 sections

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

7 edited+0 added−1 removed11 unchanged
Biggest changeWe use these facilities for research and development, product engineering, sales and marketing, communications, finance, information technology and security, legal, human resources, and other administrative functions.
Biggest changeWe use these facilities for research and development, product engineering, sales and marketing, communications, finance, information technology and security, legal, human resources, and other administrative functions. We believe that our existing properties are suitable and adequate for our current needs, and we will continue to assess our facilities requirements as our business grows and operations evolve. Ite m 3.
From time to time, we may become involved in legal or regulatory proceedings, including intellectual property claims, commercial contract matters or employment-related disputes.
Legal Proceedings. From time to time, we may become involved in legal or regulatory proceedings, including intellectual property claims, commercial contract matters or employment-related disputes.
Properties. The Company’s principal executive offices and global headquarters are located in Washington, D.C., and consist of approximately 65,000 square feet of space under a lease that expires on May 31, 2031. We also maintain a presence in a 35 number of other jurisdictions internationally, including Oxford and London, United Kingdom; Brussels, Belgium; Gurugram, India; Singapore; and Sydney, Australia.
Properties. The Company’s principal executive offices and global headquarters are located in Washington, D.C., and consist of approximately 65,000 square feet of space under a lease that expires on May 31, 2031. We also maintain a presence in a number of other jurisdictions internationally, including London, United Kingdom; Brussels, Belgium; Gurugram, India; and Singapore.
The information security team works cross-functionally, with significant involvement from other members of senior management and oversight by the Board. 34 The information security team is responsible for, among other matters: • designing, implementing and periodically assessing our cybersecurity safeguards and related policies and procedures, including those pertaining to encryption standards, antivirus protection, remote access, multi-factor authentication, data classification, device management, and the use of the internet, social media, email and wireless devices; • monitoring current and emerging cybersecurity threats to which the business may become exposed; and • providing oversight of risks of cybersecurity threats associated with our use of third-party service providers, including reviewing such engagements when proposed in order to identify and assess risks potentially arising therefrom.
The information security team is responsible for, among other matters: • designing, implementing and periodically assessing our cybersecurity safeguards and related policies and procedures, including those pertaining to encryption standards, antivirus protection, remote access, multi-factor authentication, data classification, device management, and the use of the internet, social media, email and wireless devices; • monitoring current and emerging cybersecurity threats to which the business may become exposed; and • providing oversight of risks of cybersecurity threats associated with our use of third-party service providers, including reviewing such engagements when proposed in order to identify and assess risks potentially arising therefrom.
Our cybersecurity risk management program is led primarily by our Vice President - Cybersecurity & DevOps, who has over 15 years’ experience in cybersecurity, information technology, and related compliance and holds a Certified Information Systems Security Professional certification.
Our cybersecurity risk management program is led primarily by our Vice President - Information Security, who has over 15 years’ experience in cybersecurity, information technology, and related compliance and holds a Certified Information Systems Security Professional certification. The information security team works cross-functionally, with significant involvement from other members of senior management and oversight by the Board.
The Incident Response Plan provides for the involvement of the Company’s Disclosure Review Committee to assess the materiality of cybersecurity incidents and any disclosure obligations required in respect thereof. Management periodically reviews the Company’s cybersecurity risk management strategy and processes - including the Incident Response Plan - to assess their efficacy in light of current and emerging threats.
The Incident Response Plan provides for the involvement of the Company’s Disclosure Review Committee to assess the materiality of cybersecurity incidents and any disclosure obligations required in respect thereof.
The Company’s Board, which is responsible for oversight of risk management related to our business as a whole, has delegated responsibility to the Audit Committee for oversight of the Enterprise Risk Management (“ERM”) program and cybersecurity risk, among other matters.
Management periodically reviews the Company’s cybersecurity risk management strategy and processes - including the Incident Response Plan - to assess their efficacy in light of current and emerging threats. 35 The Company’s Board, which is responsible for oversight of risk management related to our business as a whole, has delegated responsibility to the Audit Committee for oversight of the Enterprise Risk Management (“ERM”) program and cybersecurity risk, among other matters.
Removed
We believe that our existing properties are suitable and adequate for our current needs, and we will continue to assess our facilities requirements as our business grows and operations evolve, including as a result of remote or flexible work arrangements adopted in connection with the COVID-19 pandemic. Ite m 3. Legal Proceedings.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

3 edited+0 added−0 removed3 unchanged
Biggest changeThe Company does not have any publicly announced plan or programs for share purchases.
Biggest changeThe Company does not have any publicly announced plan or programs for share purchases. Item 6. (Reserved) 37
In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. Unregistered Sales of Equity Securities. None. Issuer Purchases of Equity Securities. The Company had no transactions regarding purchases of common stock during the quarter ended December 31, 2024.
In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. Unregistered Sales of Equity Securities. None. Issuer Purchases of Equity Securities. The Company had no transactions regarding purchases of Common Stock during the quarter ended December 31, 2025.
Holders As of March 24, 2025, there were approximately 315 holders of record of our Class A Common Stock, which amount does not include participants of The Depository Trust Company or beneficial owners holding shares of Class A Common Stock or Public Warrants through nominee names, there were two holders of record of our Class B Common Stock, and there were three holders of record of our Private Warrants.
Holders As of March 9, 2026, there were approximately 292 holders of record of our Class A Common Stock, which amount does not include participants of The Depository Trust Company or beneficial owners holding shares of Class A Common Stock or Public Warrants through nominee names, there were two holders of record of our Class B Common Stock, and there were three holders of record of our Private Warrants.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

82 edited+56 added−92 removed40 unchanged
Biggest changeYear Ended December 31, 2023 During the year ended December 31, 2023 the Company recognized several non-cash items including, a non-cash charge of $32.1 million from the impairment of goodwill and other long-lived assets, $16.0 million gain related to the mark-to-market of the public and private warrants liability and debt liabilities that the Company is required to fair value at each reporting date, and an additional non-cash loss on settlement with GPO of $3.5 million. 44 The Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023 The following table presents our results of operations for the periods indicated: Year Ended December 31, Change (In thousands) 2024 2023 $ % Revenues: Subscription $ 111,073 $ 119,082 $ (8,009 ) (7 )% Advisory, advertising, and other 9,193 13,563 (4,370 ) (32 )% Total revenues 120,266 132,645 (12,379 ) (9 )% Operating expenses: (1) Cost of revenues 25,639 40,251 (14,612 ) (36 )% Research and development 12,828 18,186 (5,358 ) (29 )% Sales and marketing 35,055 45,722 (10,667 ) (23 )% Editorial 18,528 17,869 659 4 % General and administrative 50,236 65,550 (15,314 ) (23 )% Amortization of intangible assets 9,925 11,509 (1,584 ) (14 )% Impairment of goodwill and intangible assets - 32,064 (32,064 ) NM Transaction (gains) costs, net (4 ) (767 ) 763 (99 )% Total operating expenses 152,207 230,384 (78,177 ) (34 )% Operating loss (31,941 ) (97,739 ) 65,798 (67 )% Gain on sales of businesses (72,017 ) - (72,017 ) NM Interest expense, net 23,589 29,940 (6,351 ) (21 )% Change in fair value of financial instruments 6,408 (15,983 ) 22,391 (140 )% Loss on settlement - 3,474 (3,474 ) (100 )% Other expense, net 26 68 (42 ) (62 )% Net income (loss) before income taxes 10,053 (115,238 ) 125,291 (109 )% Provision from income taxes 536 223 313 140 % Net income (loss) $ 9,517 $ (115,461 ) $ 124,978 (108 )% (1) Amounts include stock-based compensation expenses, as follows: Year Ended December 31, Change 2024 2023 $ % Cost of revenues $ 412 $ 283 $ 129 46 % Research and development 1,554 1,384 170 12 % Sales and marketing 1,567 2,057 (490 ) -24 % Editorial 687 400 287 72 % General and administrative 13,729 22,933 (9,204 ) (40 )% Revenue: Subscription Revenue Subscription revenue of $111.1 million for the year ended December 31, 2024 decreased $8.0 million, or 7%, from $119.1 million for the year ended December 31, 2023.
Biggest changeThe following discussion should be read in conjunction with those consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. 43 The Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024 The following table presents our results of operations for the periods indicated: Year Ended December 31, Change (In thousands) 2025 2024 $ % Revenues: Subscription $ 88,982 $ 111,073 $ (22,091 ) (20 )% Advisory, advertising, and other 6,425 9,193 (2,768 ) (30 )% Total revenues 95,407 120,266 (24,859 ) (21 )% Operating expenses: (1) Cost of revenues, including amortization 21,197 25,639 (4,442 ) (17 )% Research and development 9,571 12,828 (3,257 ) (25 )% Sales and marketing 26,624 35,055 (8,431 ) (24 )% Editorial 14,932 18,528 (3,596 ) (19 )% General and administrative 52,137 50,236 1,901 4 % Amortization of intangible assets 8,072 9,925 (1,853 ) (19 )% Impairment of goodwill 12,378 - 12,378 NM Transaction gains, net - (4 ) 4 (100 )% Total operating expenses 144,911 152,207 (7,296 ) (5 )% Operating loss (49,504 ) (31,941 ) (17,563 ) 55 % Gain on sales of businesses (16,582 ) (72,017 ) 55,435 NM Interest expense, net 16,488 23,589 (7,101 ) (30 )% Change in fair value of financial instruments 9,234 6,408 2,826 44 % Loss on debt extinguishment, net 7,958 - 7,958 NM Other (income) expense, net (105 ) 26 (131 ) NM Net (loss) income before income taxes (66,497 ) 10,053 (76,550 ) NM (Benefit) provision from income taxes (1,250 ) 536 (1,786 ) NM Net (loss) income $ (65,247 ) $ 9,517 $ (74,764 ) NM NM - Not meaningful (1) Amounts include stock-based compensation expenses, as follows: Year Ended December 31, Change 2025 2024 $ % Cost of revenues $ 150 $ 412 $ (262 ) (64 )% Research and development 1,043 1,554 (511 ) (33 )% Sales and marketing 1,185 1,567 (382 ) (24 )% Editorial 549 687 (138 ) (20 )% General and administrative 11,858 13,729 (1,871 ) (14 )% Revenue: Subscription Revenue Subscription revenue of $89.0 million for the year ended December 31, 2025 decreased $22.1 million, or 20%, from $111.1 million for the year ended December 31, 2024.
EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are not financial measures calculated in accordance with GAAP and should not be considered as substitutes for net loss, net loss before income taxes, or any other operating performance measure calculated in accordance with GAAP.
EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are not financial measures calculated in accordance with GAAP and should not be considered as substitutes for net income (loss), net income (loss) before income taxes, or any other operating performance measure calculated in accordance with GAAP.
Editorial Editorial expenses consist of salaries and related expenses, including bonuses, stock compensation, benefits and other expenses for the editorial team involved in acquiring, creating, and distributing content and allocated overhead. General and administrative General and administrative expenses are primarily related to our executive offices, finance and accounting, human resources, legal, internal operations and other corporate functions.
Editorial Editorial expenses consist of salaries and related expenses, including bonuses, stock compensation, benefits and other expenses for the editorial team involved in acquiring, creating, and distributing content and allocated overhead. 42 General and administrative General and administrative expenses are primarily related to our executive offices, finance and accounting, human resources, legal, internal operations and other corporate functions.
The Senior Term Loan contains customary negative covenants related to borrowing, events of default and covenants, including certain non-financial covenants and covenants limiting the Company’s ability to dispose of assets, undergo a change in control, merge with or acquire stock, and make investments, in each case subject to certain exceptions.
The 2025 Senior Term Loan contains customary negative covenants related to borrowing, events of default and covenants, including certain non-financial covenants and covenants limiting the Company’s ability to dispose of assets, undergo a change in control, merge with or acquire stock, and make investments, in each case subject to certain exceptions.
Because of these limitations, you should consider EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin alongside other financial performance measures, including net income and our other financial results presented in accordance with GAAP. Key Components of Results of Operations Revenues We derive our revenues from subscription revenue arrangements and advisory, advertising and other revenues.
Because of these limitations, you should consider EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin alongside other financial performance measures, including net income and our other financial results presented in accordance with GAAP. 41 Key Components of Results of Operations Revenues We derive our revenues from subscription revenue arrangements and advisory, advertising and other revenues.
Advertising revenue is primarily generated by delivering advertising in our own publications (Roll Call and CQ) in both print and digital formats. Revenue for print advertising is recognized upon publication of the advertisement. Revenue 42 for digital advertising is recognized over the period of the advertisement or, if the contract contains impression guarantees, based on delivered impressions.
Advertising revenue is primarily generated by delivering advertising in our own publications (Roll Call and CQ) in both print and digital formats. Revenue for print advertising is recognized upon publication of the advertisement. Revenue for digital advertising is recognized over the period of the advertisement or, if the contract contains impression guarantees, based on delivered impressions.
Adjusted Gross Profit and Adjusted Gross Profit Margin have limitations as analytical tools, and you should not consider them in isolation, or as a substitute for analysis of our results as reported under GAAP. They should not be considered as replacements for gross profit and gross profit margin, as determined by GAAP, or as measures of our 41 profitability.
Adjusted Gross Profit and Adjusted Gross Profit Margin have limitations as analytical tools, and you should not consider them in isolation, or as a substitute for analysis of our results as reported under GAAP. They should not be considered as replacements for gross profit and gross profit margin, as determined by GAAP, or as measures of our profitability.
Interest expense, net Interest expense, net, consists of expense related to interest on our borrowings, the amortization and write off of debt issuance costs and original discount, and interest related to certain derivative instruments. 43 Change in fair value of financial instruments The fair value of financial instruments are accounted for in accordance with ASC 815 and ASC 480.
Interest expense, net Interest expense, net, consists of expense related to interest on our borrowings, the amortization and write off of debt issuance costs and original discount, and interest related to certain derivative instruments. Change in fair value of financial instruments The fair value of financial instruments are accounted for in accordance with ASC 815 and ASC 480.
Using these non-GAAP financial measures to analyze our business would have material limitations because the calculations are based on the subjective determination of management regarding the nature and classification of events and circumstances that investors may find significant.
Using these non-GAAP financial measures to analyze our business would have material limitations because the calculations are based on the subjective determination of management regarding the nature and classification of events and circumstances that investors may otherwise find significant.
Future realization of deferred tax assets ultimately 56 depends on the existence of sufficient taxable income of the appropriate character (for example, ordinary income or capital gain) within the carryback or carryforward periods available under the applicable tax law.
Future realization of deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character (for example, ordinary income or capital gain) within the carryback or carryforward periods available under the applicable tax law.
Our company’s subscription arrangements are generally non-cancelable and do not contain refund-type provisions. Our company recognizes revenues upon the satisfaction of its performance obligation(s) (upon transfer of control of promised goods or services to its customers) in an amount that reflects the consideration to which it expects to be entitled to in exchange for those goods or services. 57
Our company’s subscription arrangements are generally non-cancelable and do not contain refund-type provisions. Our company recognizes revenues upon the satisfaction of its performance obligation(s) (upon transfer of control of promised goods or services to its customers) in an amount that reflects the consideration to which it expects to be entitled to in exchange for those goods or services. 54
The Senior Term Loan is senior to all other debt and has a first priority lien on substantially all of the Company’s assets.
The 2025 Senior Term Loan is senior to all other debt and has a first priority lien on substantially all of the Company’s assets.
Our management team assesses our performance based on these key performance indicators because it believes they reflect the underlying trends and indicators of our business and serve as meaningful indicators of our continuous operational performance. Annual Recurring Revenue (“ARR”) Over 90% of our revenues are subscription based, which leads to high revenue predictability.
Our management team assesses our performance based on these key performance indicators because it believes they reflect the underlying trends and indicators of our business and serve as meaningful indicators of our continuous operational performance. Annual Recurring Revenue (“ARR”) Over 93% of our revenues are subscription based, which leads to high revenue predictability.
Pursuant to the terms of the GPO Convertible Note, paid-in-kind interest accrued from the date of issuance through June 30, 2024. Beginning on July 1, 2024, the Company was required to pay interest with either cash or shares, solely at the discretion of the Company.
Pursuant to the terms 49 of the Prior GPO Convertible Note, paid-in-kind interest accrued from the date of issuance through June 30, 2024. Beginning on July 1, 2024 the Company was required to pay interest with either cash or shares, solely at the discretion of the Company.
Dragonfly Seller Convertible Note On January 27, 2023, we acquired Dragonfly and financed part of the purchase with the issuance of convertible notes.
Dragonfly Seller Convertible Notes On January 27, 2023, we acquired Dragonfly and financed part of the purchase with the issuance of convertible notes (the "Dragonfly Seller Convertible Notes").
Our ability to maintain our minimum cash requirement, fund our future cash interest requirements under our senior term loan and fund our operating expenses and capital expenditure requirements will depend in part on general economic, financial, competitive, legislative, regulatory and other conditions that may be beyond our control.
Our ability to maintain our minimum cash requirement, fund our future cash interest and principal repayment requirements under our 2025 Senior Term Loan and fund our operating expenses and capital expenditure requirements will depend in part on general economic, financial, competitive, legislative, regulatory and other conditions that may be beyond our control.
Finite-lived intangible assets are tested for impairment when indicators are present, and, if impaired, are written down to fair value. During the year ended December 31, 2024 no impairment of intangible assets has been identified in our accompanying audited consolidated financial statements.
Finite-lived intangible assets are tested for impairment when indicators are present, and, if impaired, are written down to fair value. During the years ended December 31, 2025 and 2024, no impairment of intangible assets has been identified in our accompanying audited consolidated financial statements.
Our quarterly NRR for the last eight quarters follows: For the Quarters Ended March 31, June 30, September 30, December 31, March 31, June 30, September 30, December 31, 2023 2023 2023 2023 2024 2024 2024 2024 Net Revenue Retention 96% 98% 100% 99% 96% 98% 99% 98% Non-GAAP Financial Measures In addition to financial measures prepared in accordance with GAAP, we use certain non-GAAP financial measures to clarify and enhance our understanding, and aid in the period-to-period comparison, of our performance.
Our quarterly NRR for the last eight quarters follows: For the Quarters Ended March 31, June 30, September 30, December 31, March 31, June 30, September 30, December 31, 2024 2024 2024 2024 2025 2025 2025 2025 Net Revenue Retention 96% 98% 99% 98% 93% 96% 98% 96% 40 Non-GAAP Financial Measures In addition to financial measures prepared in accordance with GAAP, we use certain non-GAAP financial measures to clarify and enhance our understanding, and aid in the period-to-period comparison, of our performance.
ARR 40 should be viewed independently of revenue as it is an operating metric and is not intended to be a replacement or forecast of revenue. Our calculation of ARR may differ from similarly titled metrics presented by other companies. Our ARR at December 31, 2024 and December 31, 2023 was $107.5 million and $126.1 million, respectively.
ARR should be viewed independently of revenue as it is an operating metric and is not intended to be a replacement or forecast of revenue. Our calculation of ARR may differ from similarly titled metrics presented by other companies. Our ARR at December 31, 2025 and December 31, 2024 was $84.1 million and $107.5 million, respectively.
We believe these metrics are useful measures to us and to our investors to assist in evaluating our core operating performance because they provide consistency and direct comparability with our past financial performance and between fiscal periods, as the metrics eliminate the non-cash effects of amortization of intangible assets and deferred revenue, which are non-cash impacts that may fluctuate for reasons unrelated to overall operating performance.
We believe these metrics are useful measures to us and to our investors to assist in evaluating our core operating performance because they provide consistency and direct comparability with our past financial performance and between fiscal periods, as the metrics eliminate the non-cash effects of amortization of intangible assets, which is a non-cash impact that may fluctuate for reasons unrelated to overall operating performance.
We plan to invest a portion of the available capital resources in building innovative products, attracting new customers and expanding our leadership role in the legal and regulatory information market which will allow us to drive growth organically.
We plan to invest a portion of our available capital resources in building innovative products, attracting new customers and expanding our leadership role in the legal and regulatory information market to drive growth organically.
Subscription revenues account for approximately 92% and 90% of our total revenues for the years ended December 31, 2024 and 2023. Subscription revenue Subscription revenues consist of revenue earned from subscription-based arrangements that provide customers the right to use the Company’s software and products in a cloud-based infrastructure.
Subscription revenues account for approximately 93% and 92% of our total revenues for the years ended December 31, 2025 and 2024, respectively. Subscription revenue Subscription revenues consist of revenue earned from subscription-based arrangements that provide customers the right to use the Company’s software and products in a cloud-based infrastructure.
Our historical financing activities included borrowings under senior secured credit facilities, senior secured promissory notes, convertible debt, and preferred share issuances.
Our historical financing activities included borrowings under senior secured credit facilities, senior secured promissory notes, and convertible debt.
Commitments and Contingencies Our principal commitments consist of our debt service obligations and leases for office space. For more information regarding our lease obligations, see Note 5, Leases in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.
Commitments and Contingencies Our principal commitments consist of our debt service obligations and leases for office space. For more information regarding our lease obligations, see Note 5, Leases in our consolidated financial statements included elsewhere in this Form 10-K.
The Company had a negative working capital balance of $29.3 million (excluding cash and short-term investments) at December 31, 2024 and had an accumulated deficit of $806.9 million and $816.4 million as of December 31, 2024 and December 31, 2023, and has incurred net losses of $62.5 million (excluding the gain on sale of businesses) and $115.5 million for the years ended December 31, 2024 and 2023, respectively.
The Company had a negative working capital balance of $25.8 million (excluding cash and short-term investments) at December 31, 2025 and had an accumulated deficit of $872.1 million and $806.9 million as of December 31, 2025 and December 31, 2024, and has incurred net losses (excluding the gain on sale of businesses) of $81.8 million and $62.5 million for the years ended December 31, 2025 and 2024, respectively.
Change in fair value of financial instruments Change in fair value of financial instruments was a $6.4 million loss for the year ended December 31, 2024 as compared to a $16.0 million gain for the year ended December 31, 2023.
Change in fair value of financial instruments Change in fair value of financial instruments was a $9.2 million loss for the year ended December 31, 2025 as compared to a $6.4 million loss for the year ended December 31, 2024.
North American and Asia revenues decreased primarily for the reasons stated above. Cost of revenues Cost of revenues was $25.6 million for the year ended December 31, 2024, as compared to $40.3 million for the year ended December 31, 2023.
North American and Asia revenues decreased primarily for the reasons stated above. Cost of revenues, including amortization Cost of revenues was $21.2 million for the year ended December 31, 2025, as compared to $25.6 million for the year ended December 31, 2024.
At December 31, 2024, the Company’s cash, cash equivalents, restricted cash, and short-term investments was $35.3 million compared to $24.4 million at December 31, 2023.
At December 31, 2025, the Company’s cash, cash equivalents, restricted cash, and short-term investments was $26.9 million compared to $35.3 million at December 31, 2024.
For more information regarding our debt service obligations, see Note 9, Debt, in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.
For more information regarding our debt service obligations, see Note 9, Debt, in our consolidated financial statements included elsewhere in this Form 10-K.
Research and development Research and development expenses include the costs of compensation, including bonuses, stock compensation, benefits and other expenses for employees associated with the creation and testing of the products we offer, related software subscriptions, consulting and contractor fees and allocated overhead.
Also included in cost of revenues are our costs related to the preparation of contracted advisory deliverables. Research and development Research and development expenses include the costs of compensation, including bonuses, stock compensation, benefits and other expenses for employees associated with the creation and testing of the products we offer, related software subscriptions, consulting and contractor fees and allocated overhead.
Accordingly, the Company recognizes the debt obligations upon inception at fair value. The debt obligations are subject to re-measurement at each balance sheet date, and any change in fair value is recognized in the Company’s unaudited consolidated statement of operations. The Company estimates the fair value of the debt obligation using a lattice model.
The debt obligations are subject to re-measurement at each balance sheet date, and any change in fair value is recognized in the Company’s unaudited consolidated statement of operations.
Deferred Taxes and Valuation Allowance Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts that are expected to be realized based on the weighting of positive and negative evidence.
The Company estimates the fair value of the debt obligations using various acceptable valuation techniques. 53 Deferred Taxes and Valuation Allowance Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts that are expected to be realized based on the weighting of positive and negative evidence.
Financing activities Net cash used in financing activities in the year ended December 31, 2024 was $71.4 million, compared to net cash provided by financing activities was $12.1 million for the year ended December 31, 2023.
Financing activities Net cash used in financing activities in the year ended December 31, 2025 was $32.8 million, compared to $71.4 million for the year ended December 31, 2024.
Net cash used in financing activities during the year ended December 31, 2024 primarily consisted of $70.8 million from the principal payments of long-term debt and payment of deferred financing costs of $7.4 million primarily related to repayments on the Senior Term Loan, partially offset by $6.3 million from the issuance of the Era Notes and proceeds of $0.5 million from exercise of stock options and employee stock plan purchases.
Net cash used in financing activities during the year ended December 31, 2024 primarily consisted of $70.8 million from the principal payments of long-term debt and payment of deferred financing costs of $7.4 million primarily related to repayments on the Senior Term Loan, partially offset by $6.3 million from the issuance of a portion of the First Era Convertible Note and the full Second Era Convertible Note (each, as defined and discussed in Note 9, Debt , in our consolidated financial statements included elsewhere in this Form 10-K) and proceeds of $0.5 million from exercise of stock options and employee stock plan purchases.
Cash Flow Summary The following tables summarizes our cash flows for the periods presented: Years Ended December 31, (In thousands) 2024 2023 Net income (loss) $ 9,517 $ (115,461 ) Net cash (used in) provided by: Operating activities $ (5,298 ) $ (35,494 ) Investing activities $ 89,168 $ (20,317 ) Financing activities $ (71,432 ) $ 12,077 Operating activities Cash used in operating activities consists of net income (loss) adjusted for certain non-cash items including depreciation and amortization, gain on sale of businesses, stock-based compensation, changes in fair value of financial instruments, non-cash interest expense, and loss on settlement, as well as the effect of changes in working capital and other activities. 53 Cash used in operating activities in the year ended December 31, 2024 was $5.3 million, an increase of $30.2 million compared to the year ended December 31, 2023.
Cash Flow Summary The following tables summarizes our cash flows for the periods presented: Years Ended December 31, (In thousands) 2025 2024 Net (loss) income $ (65,247 ) $ 9,517 Net cash (used in) provided by: Operating activities $ (11,443 ) $ (5,298 ) Investing activities $ 39,710 $ 89,168 Financing activities $ (32,833 ) $ (71,432 ) Operating activities Cash used in operating activities consists of net (loss) income adjusted for certain non-cash items including depreciation and amortization, gain on sale of businesses, stock-based compensation, impairment of goodwill, changes in fair value of financial instruments, non-cash interest expense, and loss on settlement, as well as the effect of changes in working capital and other activities.
Cash used in operating activities in 2023 was driven by a net loss of $115.5 million, which is adjusted for the exclusion of non-cash expenses and other adjustments totaling $90.1 million, primarily including impairment of goodwill and other long-lived assets of $32.1 million, non-cash and paid-in kind interest expense of $10.0 million, stock-based compensation expense of $27.1 million, loss on settlement with GPO of $3.5 million, a gain due to the change in fair value of financial instruments of $16.0 million, amortization and depreciation of $32.3 million (including the non-cash amortization from deferred costs to obtain revenue contracts), and other non-cash expenses of $1.1 million and the effect of changes in operating assets and liabilities that resulted in cash outflows of $10.2 million.
Cash used in operating activities in 2025 was driven by net loss of $65.2 million, which is adjusted for the exclusion of non-cash expenses and other adjustments totaling $58.4 million, primarily including the gain on sale of businesses of $16.6 million, impairment of goodwill of $12.4 million, loss on debt extinguishment of $8.0 million, non-cash and paid-in kind interest expense of $7.4 million, stock-based compensation expense of $14.8 million, a loss due to the change in fair value of financial instruments of $9.2 million, amortization and depreciation of $21.2 million (including the non-cash amortization from deferred costs to obtain revenue contracts), and other non-cash expenses of $2.0 million and the effect of changes in operating assets and liabilities that resulted in cash outflows of $4.6 million.
We believe that of our significant accounting policies, which are described in Note 1, Summary of Business and Significant Accounting Policies in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K, the following accounting policies and specific estimates involve a greater degree of judgment and complexity.
Our actual results may differ from these estimates under different assumptions or conditions. We believe that of our significant accounting policies, which are described in Note 1, Summary of Business and Significant Accounting Policies in our consolidated financial statements included elsewhere in this Form 10-K, the following accounting policies and specific estimates involve a greater degree of judgment and complexity.
We believe these measures are useful for investors for the same reasons. Investors should be aware that these measures are not a substitute for GAAP financial measures or disclosures.
We believe these measures are useful for investors for the same reasons. Investors should be aware that these measures are not a substitute for GAAP financial measures or disclosures. Where applicable, we provide reconciliations of these non-GAAP measures to the corresponding most closely related GAAP measure.
Critical Accounting Estimates and Accounting Policies Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States.
Adoption of The Act has not had a material impact on the Company. Critical Accounting Estimates and Accounting Policies Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States.
Revenue by Geography The below tables present our revenues split by geographic region for the periods presented: Year Ended December 31, Change (In thousands) 2024 2023 $ % North America $ 95,503 $ 107,108 $ (11,605 ) -11 % Europe 21,792 19,749 2,043 10 % Australia 1,276 1,193 83 7 % Asia 1,695 4,595 (2,900 ) -63 % Total revenues $ 120,266 132,645 $ (12,379 ) -9 % Revenues by geography are determined based on the region of the FiscalNote contracting entity, which may be different than the region of the customer.
Revenue by Geography The below tables present our revenues split by geographic region for the periods presented: Year Ended December 31, Change (In thousands) 2025 2024 $ % North America $ 85,599 $ 95,503 $ (9,904 ) (10 )% Europe 9,194 21,792 (12,598 ) (58 )% Australia 614 1,276 (662 ) (52 )% Asia - 1,695 (1,695 ) (100 )% Total revenues $ 95,407 120,266 $ (24,859 ) (21 )% Revenues by geography are determined based on the region of the FiscalNote contracting entity, which may be different than the region of the customer.
The Company's annual recurring revenue was below the minimum annual recurring revenue for the period. On March 31, 2025 the Senior Term Loan lenders waived their rights upon default retroactive to December 31, 2024. See Note 19, Subsequent Events , in the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K.
On March 23, 2026, the 2025 Senior Term Loan lenders waived their rights upon default retroactive to January 31, 2026. See Note 19 , Subsequent Events , to the consolidated financial statements included elsewhere herein in this Form 10-K.
Net Revenue Retention (“NRR”) Our NRR, which we use to measure our success in retaining and growing recurring revenue from our existing customers, compares our recognized recurring revenue from a set of customers across comparable periods.
ARR at December 31, 2024, excluding the impact of the sale of Oxford Analytica, Dragonfly, and TimeBase was $91.9 million. Net Revenue Retention (“NRR”) Our NRR, which we use to measure our success in retaining and growing recurring revenue from our existing customers, compares our recognized recurring revenue from a set of customers across comparable periods.
We disclose EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin in this Annual Report on Form 10-K because these non-GAAP measures are certain key measures used in conjunction with GAAP measures used by the Chief Operating Decision Maker in making decisions to assist management in evaluating our business, measuring our operating performance and making strategic decisions.
We define Adjusted EBITDA Margin as Adjusted EBITDA divided by Total revenues. We disclose EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin in this Annual Report on Form 10-K because these non-GAAP measures are key measures used by management to evaluate our business, measure our operating performance and make strategic decisions.
The Company recorded a gain of $0.5 million from the sale of Aicel in the fourth quarter of 2024. On March 11, 2024, we completed the sale of Board.org for a total value of up to $98.9 million, consisting of $90.9 million in cash at closing and a potential earnout opportunity of up to $8.0 million.
The Company recorded a gain of $0.5 million from the sale of Aicel in the fourth quarter of 2024. On March 11, 2024, we completed the sale of Board.org for $90.9 million in cash at closing. The Company recorded a gain on sale of business of $71.5 million during the year ended December 31, 2024.
Business Combination On the Closing Date, we consummated the transactions contemplated by the Merger Agreement, by and among Old FiscalNote, DSAC, and Merger Sub. Pursuant to these transactions, Merger Sub merged with and into Old FiscalNote, with Old FiscalNote becoming a wholly owned subsidiary of DSAC.
Pursuant to these transactions, Merger Sub merged with and into Old FiscalNote, with Old FiscalNote becoming a wholly owned subsidiary of DSAC (the “Business Combination” and, collectively with the other transactions described in the Business Combination Agreement, the “Transactions”).
Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts that are expected to be realized based on the weighting of positive and negative evidence.
Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts that are expected to be realized based on the weighting of positive and negative evidence. Results of Operations The period-to-period comparisons of our results of operations have been prepared using the historical periods included in our condensed consolidated financial statements.
Where applicable, we provide reconciliations of these non-GAAP measures to the corresponding most closely related GAAP measure. 47 Adjusted Gross Profit and Adjusted Gross Profit Margin The following table presents our calculation of Adjusted Gross Profit and Adjusted Gross Profit Margin for the periods presented: Years Ended December 31, (In thousands) 2024 2023 Total Revenues $ 120,266 $ 132,645 Costs of revenue, including amortization of capitalized software development costs and acquired developed technology (25,639 ) (40,251 ) Gross Profit $ 94,627 $ 92,394 Gross Profit Margin 79 % 70 % Gross Profit 94,627 92,394 Amortization of intangible assets 8,703 15,861 Adjusted Gross Profit $ 103,330 $ 108,255 Adjusted Gross Profit Margin 86 % 82 % EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin The following table presents our calculation of EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin for the periods presented: Years Ended December 31, (In thousands) 2024 2023 Net income (loss) $ 9,517 $ (115,461 ) Provision from income taxes 536 223 Depreciation and amortization 19,869 28,718 Interest expense, net 23,589 29,940 EBITDA 53,511 (56,580 ) Gain on sale of businesses (a) (72,017 ) - Stock-based compensation 17,949 27,057 Change in fair value of financial instruments (b) 6,408 (15,983 ) Other non-cash (gains) charges (c) 100 29,522 Acquisition and disposal related costs (d) 1,599 1,391 Employee severance costs (e) 635 2,039 Non-capitalizable debt raising costs 677 542 Business Combination with DSAC (f) - 415 Loss contingency (g) - 4,091 Costs incurred related to the Special Committee (h) 919 - Adjusted EBITDA $ 9,781 $ (7,506 ) Adjusted EBITDA Margin 8 % (6 )% (a) Reflects the gain on disposal from the sale of Board.org on March 11, 2024 and the sale of Aicel on October 31, 2024.
Adjusted Gross Profit and Adjusted Gross Profit Margin The following table presents our calculation of Adjusted Gross Profit and Adjusted Gross Profit Margin for the periods presented: Years Ended December 31, (In thousands) 2025 2024 Total Revenues $ 95,407 $ 120,266 Costs of revenue, including amortization of capitalized software development costs and acquired developed technology (21,197 ) (25,639 ) Gross Profit $ 74,210 $ 94,627 Gross Profit Margin 78 % 79 % Gross Profit 74,210 94,627 Amortization of intangible assets 8,863 8,703 Adjusted Gross Profit $ 83,073 $ 103,330 Adjusted Gross Profit Margin 87 % 86 % 46 EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin The following table presents our calculation of EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin for the periods presented: Years Ended December 31, (In thousands) 2025 2024 Net (loss) income $ (65,247 ) $ 9,517 (Benefit) provision from income taxes (1,250 ) 536 Depreciation and amortization 17,974 19,869 Interest expense, net 16,488 23,589 EBITDA (32,035 ) 53,511 Gain on sale of businesses (a) (16,582 ) (72,017 ) Stock-based compensation 14,785 17,949 Change in fair value of financial instruments (b) 9,234 6,408 Other non-cash charges (c) 20,997 100 Disposal related costs (d) 7,660 1,599 Employee severance costs (e) 2,355 635 Non-capitalizable debt raising costs 3,628 677 Costs incurred related to the Special Committee (f) 673 919 Non-operating income (g) (431 ) - Adjusted EBITDA $ 10,284 $ 9,781 Adjusted EBITDA Margin 11 % 8 % (a) Reflects the gain on disposal from the sale of TimeBase on July 1, 2025, Dragonfly and Oxford Analytica on March 31, 2025, and the gain on sale of Board.org on March 11, 2024 and the sale of Aicel on October 31, 2024.
For this reason, percentage amounts may vary from those obtained by performing the same calculations using the figures in our consolidated financial statements included elsewhere herein. Certain other amounts that appear below may not sum due to rounding. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties.
Certain other amounts that appear below may not sum due to rounding. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties.
Net cash used in investing activities in the year ended December 31, 2023 primarily consisted of cash paid for acquisitions, net of cash acquired of $5.0 million, cash paid for $7.9 million of capital expenditures primarily related to software development costs and purchases of short-term investments of $7.2 million.
Net cash provided by investing activities in the year ended December 31, 2025 primarily consisted of $46.9 million of cash proceeds from the sale of businesses partially offset by cash paid for capital expenditures of $7.2 million primarily related to software development costs expenditures.
Off-Balance Sheet Arrangements During the periods presented, we did not engage in any off-balance sheet financing activities or other arrangements that have or are reasonably likely to have a current or future material effect on our financial condition or results of operations. 54 Recently Issued Accounting Pronouncements For information regarding new accounting pronouncements, and the impact of these pronouncements on our consolidated financial statements, if any, refer to Note 1, Summary of Business and Significant Accounting Policies in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.
Off-Balance Sheet Arrangements During the periods presented, we did not engage in any off-balance sheet financing activities or other arrangements that have or are reasonably likely to have a current or future material effect on our financial condition or results of operations.
Cash used by operating activities can be impacted by factors such as new acquisitions, timing of cash receipts from customers, vendor payment terms, and timing of payments to vendors.
Cash used by operating activities can be impacted by factors such as timing of cash receipts from customers, vendor payment terms, and timing of payments to vendors. Investing activities Net cash provided by investing activities in the year ended December 31, 2025 was $39.7 million compared to $89.2 million in the year ended December 31, 2024.
We continue to invest for future growth. We are focused on several key growth levers, including cross-selling and upselling opportunities at existing clients, expanding our client base with a focus on enterprise and government customers, expansion into adjacent markets and deepening our offerings for regulated industries or sectors, and continuing to execute on our acquisition strategy.
We are focused on several key growth levers, including cross-selling and upselling opportunities at existing clients, expanding our client base with a focus on enterprise and government customers, expansion into adjacent markets, such as 39 the political prediction markets, and enhancing and productizing policy data agentic APIs.
At any time prior to July 3, 2028, the GPO Investor is entitled to convert all or any portion of the principal and accrued interest thereon into shares of Class A Common Stock based on a conversion price of $7.56 (subject to future adjustment pursuant to the terms of the GPO Convertible Note).
At any time prior to November 13, 2029, the GPO Investor is entitled to convert all or any portion of the principal amount of the 2025 GPO Convertible Note and accrued interest thereon into shares of the Company's Class A Common Stock at an initial conversion price of $82.92 per share (subject to customary anti-dilution adjustments).
In addition to the negative covenants, there were four financial covenants in place at December 31, 2024: a minimum cash balance requirement, annual recurring revenue requirement, an adjusted EBITDA requirement and a capital expenditure limitation. At December 31, 2024 the Company was in compliance with the minimum cash balance requirement, capital expenditure limitation, an adjusted EBITDA requirement.
In addition to the negative covenants, there are four financial covenants which we are required to meet: a minimum cash balance requirement, minimum annual recurring revenue requirement, an adjusted EBITDA requirement (as defined in the 2025 Senior Term Loan) and a capital expenditure limitation.
Interest expense, net Interest expense was $23.6 million for the year ended December 31, 2024 as compared to $29.9 million for the year ended December 31, 2023. The decrease in interest expense of $6.4 million was primarily due to the repayment of the Senior Term Loan.
Interest expense, net Interest expense was $16.5 million for the year ended December 31, 2025 as compared to $23.6 million for the year ended December 31, 2024.
Should there be a change in the ability to recover deferred tax assets, the tax provision would increase or decrease in the period in which the assessment is changed.
Should there be a change in the ability to recover deferred tax assets, the tax provision would increase or decrease in the period in which the assessment is changed. During the year ended December 31, 2025 and 2024, we primarily relied on the expected timing of the reversals of existing temporary differences to support realization of our deferred tax assets.
Net cash provided by financing activities during the year ended December 31, 2023 primarily consisted of $6.0 million from Amendment No. 1 to the Senior Term Loan and $5.5 million from the issuance of the Era Note partially offset by the payments on long-term debt of $0.1 million combined with $0.7 million from the proceeds from the exercise of stock options.
Net cash used in financing activities during the year ended December 31, 51 2025 primarily consisted of payments of long-term debt of $128.8 million and $5.3 million from payment of deferred financing costs partially offset by $101.0 million from the proceeds from long-term debt, net of issuance costs and $0.3 million from exercise of stock options and employee stock plan purchases.
In its core products, FiscalNote ingests unstructured data on legislative and regulatory developments, and overlays that data with sophisticated in-house AI and data science experts to deliver structured, relevant and actionable information in order to facilitate key operational and strategic decisions by global enterprises, midsized and smaller businesses, government institutions, trade groups and nonprofits.
In our core products, we ingest unstructured data on legislative and regulatory developments, and overlay that data with our sophisticated in-house AI and data science expertise to deliver structured, relevant and actionable information that facilitates and informs our customers’ key operational and strategic decisions.
(c) Reflects the non-cash impact of the following for fiscal year 2024: (i) unrealized loss of $49 in the first quarter, $31 in the second quarter, $17 in the third quarter, and $78 in the fourth quarter from our investments; (ii) gain of $4 in the first quarter of 2024 and $113 in the fourth quarter of 2024 from the change in fair value related to the contingent consideration and contingent compensation related to the 2021, 2022, and 2023 Acquisition, (iii) gain of $530 from the release of the COSM grant, and (iv) charge of $572 for fees satisfied with Common Stock of the Company.
(c) Reflects the non-cash impact of the following: (i) charge of $40 in the first quarter of 2025, charge of $30 in the second quarter of 2025, a charge of $9 in the third quarter of 2025, and a benefit of $30 in the fourth quarter of 2025 related to the unrealized loss on investments; (ii) charge of $315 for fees satisfied with Common Stock of the Company during the first quarter of 2025; (iii) charge of $1,784 during the first quarter of 2025 and a charge of $6,174 in the third quarter of 2025 from the loss on debt extinguishment; (iv) gain of $170 from the release of the 2021 District of Columbia Creative And Open Space Modernization grant; (v) charge of $632 in the second quarter of 2025, a gain of $167 in the third quarter of 2025, and a charge of $2 in the fourth quarter of 2025 related to foreign currency translation losses, principally arising from converting a GBP denominated convertible note into USD, (v) impairment of goodwill of $12,378 in the fourth quarter of 2025, (vi) charge of $49 in the first quarter of 2024, charge of $31 in the second quarter of 2024, a charge of $17 in the third quarter of 2024, and a charge of $78 in the fourth quarter of 2024 related to the unrealized loss on investments; (vii) gain of $4 in the first quarter of 2024 and $113 in the fourth quarter of 2024 from the change in fair value related to the contingent consideration and contingent compensation related to the 2021, 2022, and 2023 Acquisitions; (viii) gain of $530 from the release of the 2020 District of Columbia Creative And Open Space Modernization grant; and (ix) charge of $572 for fees satisfied with Common Stock of the Company.
Our capital expenditures program includes discretionary spending, which we can adjust in response to economic and other changes in our business environment to grow our business. We typically fund our capital expenditures through cash flow from operations and external financing.
Our capital expenditures program includes discretionary spending, which we can adjust in response to economic and other changes in our business environment to grow our business. We typically fund our capital expenditures through cash on hand. In the event that we are unable to obtain the necessary funding for capital expenditures, our long-term growth strategy 50 could be significantly affected.
These businesses contributions to FiscalNote were as follows: • Subscription revenue of approximately $13.8 million and $12.1 million during the years ended December 31, 2024 and 2023; • Non-subscription revenue of approximately $3.2 million and $3.4 million during the year ended December 31, 2024 and 2023; and • ARR of approximately $14.2 million and $12.5 million at December 31, 2024 and 2023.
These businesses contributed the following: • Subscription revenue of approximately $4.0 million and $19.5 million for the years ended December 31, 2025 and 2024, respectively. • Non-subscription revenue of approximately $0.7 million and $3.2 million for the years ended December 31, 2025 and 2024, respectively. • ARR of approximately $15.5 million at December 31, 2024, respectively.
On the Closing Date, and in connection with the Closing, DSAC domesticated and continued as a Delaware corporation under the name of “FiscalNote Holdings, Inc." We accounted for the Business Combination as a reverse recapitalization whereby Old FiscalNote was determined as the accounting acquirer and DSAC as the accounting acquiree.
In connection with the closing of the Transactions, DSAC domesticated and continued as a Delaware corporation under the name of “FiscalNote Holdings, Inc.” (“New FiscalNote”).
See Note 19, Subsequent Events - Note Exchanges , in the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for a description of the amendments and exchanges that took place in March 2025.
See Note 19 , Subsequent Events to the consolidated financial statements included elsewhere herein in this Form 10-K.
Monetary amounts are presented in thousands, unless otherwise presented. Percentage amounts included below have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding.
Percentage amounts included below have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts may vary from those obtained by performing the same calculations using the figures in our consolidated financial statements included elsewhere herein.
In the event that we are unable to obtain the necessary funding for capital expenditures, our long-term growth strategy could be significantly affected. Our total capital expenditures were $8.9 million and $7.9 million for the years ended December 31, 2024 and 2023, respectively.
Our total capital expenditures were $7.2 million and $8.9 million for the years ended December 31, 2025 and 2024, respectively.
See Note 8, Goodwill to the Consolidated Financial Statements for additional discussion on goodwill and goodwill impairment in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K. Debt instruments measured at fair value The Company accounts for certain of its debt obligations at fair value.
Future changes in the judgments, assumptions and estimates that are used in the impairment testing for goodwill could result in significantly different estimates of fair value. See Note 8, Goodwill in our consolidated financial statements included elsewhere in this Form 10-K for additional discussion on goodwill and goodwill impairment.
An impairment assessment for finite-lived intangibles is only required when an event or change in circumstances indicates that the carrying amount of the asset may not be recoverable. The most significant assumptions utilized in the determination of the estimated fair values of our reporting units are the net sales and earnings growth rates (including residual growth rates) and discount rate.
An impairment assessment for finite-lived intangibles is only required when an event or change in circumstances indicates that the carrying amount of the asset may not be recoverable. Debt instruments measured at fair value The Company accounts for certain of its debt obligations at fair value. Accordingly, the Company recognizes the debt obligations upon inception at fair value.
Investing activities Net cash provided by investing activities in the year ended December 31, 2024 was $89.2 million compared to net cash used by investing activities was $20.3 million in the year ended December 31, 2023.
Cash used in operating activities in the year ended December 31, 2025 was $11.4 million, an increase of $6.1 million compared to the year ended December 31, 2024.
Editorial expense Editorial expense was relatively flat at $18.5 million for the year ended December 31, 2024 as compared to $17.9 million for the year ended December 31, 2023. 46 General and administrative General and administrative expense was $50.2 million for the year ended December 31, 2024 as compared to $65.6 million for the year ended December 31, 2023.
The decrease of $3.6 million, or 19% was primarily attributable to the impact from business dispositions. 45 General and administrative General and administrative expense was $52.1 million for the year ended December 31, 2025 as compared to $50.2 million for the year ended December 31, 2024.
Amortization of intangibles Amortization of intangibles was $9.9 million for the year ended December 31, 2024 as compared to $11.5 million for the year ended December 31, 2023. The decrease of $1.6 million, or 14%, is due to the revision of useful lives of certain developed technologies that resulted in additional amortization in 2023.
Amortization of intangibles Amortization of intangibles was $8.1 million for the year ended December 31, 2025 as compared to $9.9 million for the year ended December 31, 2024. The decrease of $1.9 million, or 19%, was primarily attributable to the impact from the business dispositions.
The GPO Convertible Note bears interest at a rate of 7.50% per annum payable quarterly in arrears, as follows: (i) for the first year following the date of issuance, interest was payable in kind by adding interest to the principal amount; and (ii) for any period thereafter, interest will be payable in cash or freely tradeable shares of Class A Common Stock, at the Company’s sole option, with the value per share determined with reference to the trailing 30-day volume weighted average trading price prior to the interest payment date, subject to certain exceptions under which the Company will be permitted to pay PIK Interest.
The 2025 GPO Convertible Note matures on November 13, 2029 and bears interest at a rate of 7.50% per annum payable quarterly in arrears, in cash or, provided no event of default is then occurring under the 2025 GPO Convertible Note, freely tradeable shares of the Company's Class A Common Stock, at the Company’s option, with the value per share determined with reference to the VWAP of the Class A Common Stock over the trading days occurring within the thirty calendar days prior to the applicable interest payment date.
Sales and marketing Sales and marketing expense was $35.1 million for the year ended December 31, 2024 as compared to $45.7 million for the year ended December 31, 2023.
The decrease of $3.2 million, or 25%, was primarily attributable to the impact from the business dispositions totaling approximately $0.9 million and a result of workforce planning actions. Sales and marketing Sales and marketing expense was $26.6 million for the year ended December 31, 2025 as compared to $35.1 million for the year ended December 31, 2024.
(d) In 2024 reflects the costs incurred related to the sale of Board.org and Aicel, and the planned sale of Oxford Analytica and Dragonfly, principally consisting of advisory, legal, and other professional and consulting costs. In 2023 reflects the costs incurred to identify, consider, and complete business combination transactions consisting of advisory, legal, and other professional and consulting costs.
(d) Reflects the costs incurred related to the sale of TimeBase on July 1, 2025, Oxford Analytica and Dragonfly on March 31, 2025 and Board.org in March 11, 2024, principally consisting of transaction advisory, accounting, tax, and legal fees. (e) Severance costs associated with workforce changes related to business realignment actions. (f) Reflects costs incurred related to the Special Committee.
Research and development Research and development expense was $12.8 million for the year ended December 31, 2024 as compared to $18.2 million for the year ended December 31, 2023.
The decrease of $8.5 million, or 24%, was primarily attributable to the impact from business dispositions of $5.0 million and a result of workforce actions. Editorial expense Editorial expense was $14.9 million for the year ended December 31, 2025 as compared to $18.5 million for the year ended December 31, 2024.
The Dragonfly Convertible Note is subordinate to our Senior Credit Facility, accrues interest of 8% per annum, payable in kind or in cash, and matures in January 2028. 52 Era Convertible Note On December 8, 2023, we issued a convertible note in connection with the Company's strategic commercial partnership with Era.
The Dragonfly Seller Convertible Notes are subordinate to our 2025 Senior Term Loan, accrues interest at 8% per annum, payable in kind or in cash (solely at the Company's election), and matures in January 2028. Capital expenditures Capital expenditures primarily consist of purchases of capitalized software costs and property and equipment.
Our principal debt outstanding at December 31, 2024 and December 31, 2023 consisted of the following (excluding any debt discounts and fair value adjustments, as applicable): As of December 31, (In thousands) 2024 2023 Senior Term Loan $ 88,595 $ 158,228 GPO Convertible Note 50,434 48,575 Convertible Notes 16,165 14,052 Dragonfly Convertible Note 13,030 12,223 Era Convertible Notes - 5,500 Aicel Convertible Note - 1,156 PPP Loan 36 144 Total Principal Outstanding $ 168,260 $ 239,878 Senior Term Loan In connection with the Closing of the Business Combination on July 29, 2022, FiscalNote entered into a $150.0 million new senior term loan facility, as amended, (the “Senior Term Loan”) with Runway Growth Finance Corp., ORIX Growth Capital, LLC, Clover Orochi LLC, and ACM ASOF VIII SaaS FinCo LLC (together the “Senior Lenders”).
Our principal debt outstanding, including paid-in kind interest as applicable, at December 31, 2025 and December 31, 2024 consisted of the following (excluding any fair value adjustments and debt discounts, as applicable): As of December 31, (In thousands) 2025 2024 2025 Senior Term Loan $ 74,063 $ - 2025 GPO Convertible Note 20,434 - Convertible Debentures 27,400 - Dragonfly Convertible Note 14,289 13,030 Prior Senior Term Loan - 88,595 Prior GPO Convertible Note - 50,434 Amended Legacy Notes - 16,165 PPP Loan - 36 Total Principal Outstanding $ 136,186 $ 168,260 2025 Senior Term Loan On August 12, 2025 the Company closed on its new $75.0 million senior term loan that matures on August 12, 2029 (the "2025 Senior Term Loan") and received net proceeds of $72.9 million after original issue discount (“OID”) of $2.1 million, or 2.75%.
The following table presents the drivers for the change in Subscription revenue: 45 Change for the Year Ended December 31, 2024 vs December 31, 2023 (In thousands) $ % Subscription Revenue change driver: Decrease from sale of businesses $ (10,503 ) (70 )% Increase from 2023 Acquisition $ 1,478 22 % Decrease from discontinued products (530 ) (52 )% Increase from organic business 1,546 2 % Subscription Revenues, net (total change) $ (8,009 ) (7 )% Advisory, Advertising, and Other Revenue Advisory, advertising, and other revenue was $9.2 million for the year ended December 31, 2024, as compared to $13.6 million for the year ended December 31, 2023.
The table below presents the primary items that impacted the comparability of our subscription revenues between periods. 44 Change for the Year Ended December 31, 2025 vs December 31, 2024 (In thousands) $ % Subscription Revenue change driver: Decrease from sale of businesses $ (15,420 ) (79 )% Decrease from discontinued products (197 ) (40 )% Decrease from organic business (6,474 ) (7 )% Subscription Revenues, net (total change) $ (22,091 ) (20 )% The decrease in subscription revenue during the year ended December 31, 2025 is largely due to the impact from the sale of businesses of Dragonfly and Oxford Analytica on March 31, 2025 and TimeBase on July 1, 2025.
The change of $22.4 million primarily represents a primarily related to the change in the fair value adjustment of the warrant liabilities that were assumed in connection with the Business Combination combined with the changes in the Dragonfly Seller Convertible Notes, GPO Convertible Note, and the Era Convertible Notes.
The change of $2.8 million is primarily related to the changes in the Dragonfly Seller Convertible Notes (as defined below), Third Era Convertible Note (as defined and discussed in Note 9, Debt , to consolidated financial statements included elsewhere in this Form 10-K), Convertible Debentures, Prior GPO Convertible Note (as defined below), and the 2025 GPO Convertible Note partially offset by the change in the fair value adjustment of the warrant liabilities.
The decrease of $15.3 million, or 23%, was primarily attributable to a $9.2 million decrease in stock-based compensation expense for vested awards and workforce planning actions made throughout the second half of 2023.
The increase of $1.9 million, or 4%, was primarily attributable to overall legal and accounting costs associated with debt transactions discussed in "Significant Events - Debt Refinance" partially offset by decreases from the business dispositions and a $1.9 million decrease in stock-based compensation expense for vested awards.
The Company recorded a gain on of $71.5 million from the sale of Board.org in the first quarter of 2024. Direct and indirect costs incurred related to the sale of Board.org and Aicel totaled $1.4 million during the year ended December 31, 2024.
On March 31, 2025, we completed the sale of Dragonfly and Oxford Analytica for $40.3 million in cash. The Company recorded a gain of $15.3 million from the sale of Dragonfly and Oxford Analytica during the year ended December 31, 2025.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAssuming no change in the outstanding borrowings on our Senior Term Loan, we estimate that a one percentage point increase in the Prime Rate would increase our annual cash interest expense by approximately $0.9 million on an annual basis.
Biggest changeAt December 31, 2025, the interest rate on our 2025 Senior Term Loan was 11.84% determined based on SOFR plus 8%. Assuming no change in the outstanding borrowings on our 2025 Senior Term Loan, we estimate that a one percentage point increase in SOFR would increase our annual cash interest expense by approximately $0.7 million.
These adjustments are recorded in accumulated other comprehensive income (loss) on our consolidated balance sheets. Our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the Euro, British Pound Sterling and Australian Dollar.
These adjustments are recorded in accumulated other comprehensive income (loss) on our consolidated balance sheets. Our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the Euro, and British Pound Sterling.
Inflation Risk Although we do not believe inflation has had a material impact on our financial condition, results of operations or cash flows to date, a high rate of inflation in the future may have an adverse effect on our business. 58
Inflation Risk Although we do not believe inflation has had a material impact on our financial condition, results of operations or cash flows to date, a high rate of inflation in the future may have an adverse effect on our business. 55
Our expenses are generally denominated in the currencies of the jurisdictions in which we conduct our operations, which are primarily in the United States as well as the European Union, United Kingdom, Australia, South Korea, and India.
Our expenses are generally denominated in the currencies of the jurisdictions in which we conduct our operations, which are primarily in the United States as well as the European Union, United Kingdom, and India.
Total revenue during the year ended December 31, 2024, was positively impacted by approximately 1.0% compared to the year ended December 31, 2023. Interest Rate Risk We are subject to market risk associated with changing interest rates within our variable rate Senior Term Loan. Our exposure to changes in interest rates is associated with the Prime Rate.
Total revenue during the year ended December 31, 2025, was positively impacted by approximately 1.0% compared to the year ended December 31, 2024. Interest Rate Risk We are subject to market risk associated with changing interest rates within our variable rate 2025 Senior Term Loan.
As of December 31, 2024, we had outstanding borrowings on our Senior Term Loan of $88.6 million that bears interest at a floating rate based on the Prime Rate plus an applicable margin. At December 31, 2024 the interest on our Senior Term Loan was 12.75%.
As of December 31, 2025, we had outstanding borrowings on our 2025 Senior Term Loan of $74.1 million, which bears interest at variable rates, set at the Company’s option, based on a reference rate plus 7%, or SOFR plus 8%.
Added
Our exposure to changes in interest rates in the future is currently associated with the secured overnight financing rate as determined by the Federal Reserve Bank of New York ("SOFR").

Other NOTE 10-K year-over-year comparisons