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What changed in Red Violet, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Red Violet, 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.

+279 added−251 removedSource: 10-K (2026-03-04) vs 10-K (2025-02-27)

Top changes in Red Violet, Inc.'s 2025 10-K

279 paragraphs added · 251 removed · 196 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

47 edited+37 added−21 removed41 unchanged
Biggest changePrimary use cases include, but are not limited to, obtaining information on consumers, businesses, assets, and their interrelationships, to facilitate the location of individuals and assets, identity verification, legislative compliance, and to support criminal, legal, financial, insurance, and corporate investigations, due diligence, and the assessment and mitigation of counterparty risk. 2 Key Challenges Facing Our Customers We believe our solutions address the challenges that organizations face today, which include: Actionable Insights Through a Single, Cloud-Native, AI/ML-Driven Platform —As the velocity and volume of data continues to grow exponentially across various mediums, organizations have become overwhelmed with data and their inability to glean actionable insights from such data to enable informed decisions in real-time.
Biggest changePrimary use cases include, but are not limited to, obtaining information on consumers, businesses, assets, and their interrelationships, to facilitate the location of individuals and assets, identity verification, legislative compliance, and to support criminal, legal, financial, insurance, and corporate investigations, due diligence, and the assessment and mitigation of counterparty risk.
There can be no assurance that we will be able to compete successfully in the future with current or new competitors. Concentration of Customers We have established relationships with a number of customers, many of whom could unilaterally terminate their relationship with us or materially reduce the amount of business they conduct with us at any time.
There can be no assurance that we will be able to compete successfully in the future with current or new competitors. 5 Concentration of Customers We have established relationships with a number of customers, many of whom could unilaterally terminate their relationship with us or materially reduce the amount of business they conduct with us at any time.
The SEC maintains an internet website located at http://www.sec.gov that contains the information we file or furnish electronically with the SEC. Information About Our Executive Officers Our executive officers are as follows: Name Position Derek Dubner James Reilly Chief Executive Officer and Chairman President Daniel MacLachlan Chief Financial Officer Jeff Dell Chief Information Officer Mr.
The SEC maintains an internet website located at http://www.sec.gov that contains the information we file or furnish electronically with the SEC. 7 Information About Our Executive Officers Our executive officers are as follows: Name Position Derek Dubner James Reilly Chief Executive Officer and Chairman President Daniel MacLachlan Chief Financial Officer Jeff Dell Chief Information Officer Mr.
MacLachlan served as the Chief Financial Officer of JARI Research Corporation (“JARI”), a partnership with the Mayo Clinic advancing proprietary cancer therapeutic technology using targeted radioactive therapy. Prior to JARI, Mr. MacLachlan served as a Special Agent in the Federal Bureau of Investigation (FBI) specializing in the criminal investigation of public corruption and civil rights violations. 7 Mr.
MacLachlan served as the Chief Financial Officer of JARI Research Corporation (“JARI”), a partnership with the Mayo Clinic advancing proprietary cancer therapeutic technology using targeted radioactive therapy. Prior to JARI, Mr. MacLachlan served as a Special Agent in the Federal Bureau of Investigation (FBI) specializing in the criminal investigation of public corruption and civil rights violations. Mr.
The website address provided in this 2024 Form 10-K is not intended to function as a hyperlink and information obtained on the website is not and should not be considered part of this 2024 Form 10-K and is not incorporated by reference in this 2024 Form 10-K or any filing with the Securities and Exchange Commission (the “SEC”).
The website address provided in this 2025 Form 10-K is not intended to function as a hyperlink and information obtained on the website is not and should not be considered part of this 2025 Form 10-K and is not incorporated by reference in this 2025 Form 10-K or any filing with the Securities and Exchange Commission (the “SEC”).
We anticipate increased competition from data and analytics suppliers. Increased competition in the data and analytics sector could result in significant price competition, reduced profit margins or loss of market share, any of which could have a material adverse effect on our business, operating results and financial condition.
We anticipate increased competition from data and analytics suppliers, which could result in significant price competition, reduced profit margins or loss of market share, any of which could have a material adverse effect on our business, operating results and financial condition.
Dell served as Chief Information Security Officer of Seisint, Inc., an information solutions provider in the data fusion industry.
Dell served as Chief Information Security Officer of Seisint, Inc., an information solutions provider in the data fusion industry. 8
Jeff Dell , 53, has served as the Chief Information Officer of the Company since its formation in August 2017 and continuing through its Spin-off from cogint. Mr. Dell served as Chief Information Officer of cogint from September 2016 until the Spin-off and served as the Interim Chief Information Officer of cogint from June 2016 through September 2016.
Jeff Dell , 54, has served as the Chief Information Officer of the Company since its formation in August 2017 and continuing through the Spin-off. Mr. Dell served as Chief Information Officer of cogint from September 2016 until the Spin-off and served as the Interim Chief Information Officer of cogint from June 2016 through September 2016.
Item 1. B usiness. This business description should be read in conjunction with our audited consolidated financial statements and accompanying notes thereto appearing elsewhere in this Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”), which are incorporated herein by this reference. Company Overview Red Violet, Inc.
Item 1. B usiness. This business description should be read in conjunction with our audited consolidated financial statements and accompanying notes thereto appearing elsewhere in this Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”), which are incorporated herein by this reference. Company Overview Red Violet, Inc.
Adjusted EBITDA is a non-GAAP financial measure equal to net income, the most directly comparable financial measure based on accounting principles generally accepted in the United States (“US GAAP”), excluding interest income, income tax expense (benefit), depreciation and amortization, share-based compensation expense, litigation costs, and write-off of long-lived assets and others.
Adjusted EBITDA is a non-GAAP financial measure equal to net income, the most directly comparable financial measure based on accounting principles generally accepted in the United States (“US GAAP”), excluding interest income, income tax expense, depreciation and amortization, share-based compensation expense, acquisition-related costs, litigation costs, and write-off of long-lived assets.
Legislation or industry regulations regarding consumer or private sector privacy issues could place restrictions upon the collection, sharing, and use of information that is currently legally available, which could materially increase our cost of collecting and maintaining some data.
Legislation or industry regulations regarding consumer privacy issues could place restrictions upon the collection, sharing, and use of information that is currently legally available, which could materially increase our cost of collecting and maintaining data.
During the years ended December 31, 2024 and 2023, no individual customer accounted for more than 10% of total revenue. No individual customer accounted for more than 10% of our accounts receivable, net, as of December 31, 2024, and one individual customer accounted for 11% of our accounts receivable, net, as of December 31, 2023.
During the years ended December 31, 2025 and 2024, no individual customer accounted for more than 10% of total revenue. One individual customer accounted for approximately 10% of our accounts receivable, net, as of December 31, 2025. No individual customer accounted for more than 10% of our accounts receivable, net, as of December 31, 2024.
Regulatory Matters Our business is subject to various federal, state, and local laws, rules, and regulations, including, without limitation, the Gramm-Leach-Bliley Act (15 U.S.C. §§ 6801- 6809) (the “GLBA”), the Driver’s Privacy Protection Act (18 U.S.C. §§ 2721- 2725) (the “DPPA”) and the Federal Trade Commission Act (the “FTC Act”).
Also see “Concentration of Suppliers” above. 6 Regulatory Matters Our business is subject to various federal, state, and local laws, rules, and regulations, including, without limitation, the Gramm-Leach-Bliley Act (15 U.S.C. §§ 6801- 6809) (the “GLBA”), the Driver’s Privacy Protection Act (18 U.S.C. §§ 2721- 2725) (the “DPPA”) and the Federal Trade Commission Act (the “FTC Act”).
For the years ended December 31, 2024 and 2023, 77% and 79% of total revenue was attributable to customers with pricing contracts, respectively, versus 23% and 21% attributable to transactional customers, respectively. 1 We endeavor to understand our customers’ needs at the moment of first engagement.
For the years ended December 31, 2025 and 2024, 76% and 77% of total revenue was attributable to customers with pricing contracts, respectively, versus 24% and 23% attributable to transactional customers, respectively. 1 We endeavor to understand our customers’ needs at the moment of first engagement.
FOREWARN is an app-based solution currently tailored for the real estate industry, providing instant knowledge prior to face-to-face engagement with a consumer, helping professionals identify and mitigate risk. As of December 31, 2024 and 2023, IDI had 8,926 and 7,875 billable customers and FOREWARN had 303,418 and 185,380 users, respectively.
FOREWARN is an app-based solution currently tailored for the real estate industry, providing instant knowledge prior to face-to-face engagement with a consumer, helping professionals identify and mitigate risk. As of December 31, 2025 and 2024, IDI had 10,022 and 8,926 billable customers, respectively, and FOREWARN had 390,018 and 303,418 users, respectively.
The loss of any one of these providers could have an immediate near-term impact on our financial position, results of operations, and liquidity. Also see “Concentration of Suppliers” above.
The loss of any one of these providers could have an immediate near-term impact on our financial position, results of operations, and liquidity.
Our AI/ML-driven identity intelligence platform, CORE TM , is purpose-built for the enterprise, yet flexible enough for organizations of all sizes, bringing clarity to massive datasets by transforming data into intelligence. We drive workflow efficiency and enable organizations to make better data-driven decisions. Organizations are challenged by the structure, volume, velocity, and disparity of data.
Our cloud-native, AI-enabled identity intelligence platform, CORE TM , is purpose-built for the enterprise, yet flexible enough for organizations of all sizes, bringing clarity to massive datasets by transforming data into intelligence. We drive workflow efficiency and enable organizations to make better data-driven decisions.
Competition in the recruiting of personnel in the data and analytics sector is intense. We believe that our future success will depend in part on our continued ability to hire, motivate, and retain qualified sales and marketing, executive and administrative and technical personnel. To date, we have not experienced significant difficulties in attracting or retaining qualified employees.
We believe that our future success will depend in part on our continued ability to hire, motivate, and retain qualified sales and marketing, executive and administrative, and technical personnel. To date, we have not experienced significant difficulties in attracting or retaining qualified employees.
Prior to TBO, Mr. Dubner served as General Counsel of TransUnion Risk and Alternative Data Solutions, Inc. (“TRADS”) from December 2013 to June 2014. Mr. Dubner served as General Counsel and Secretary of TLO, LLC (“TLO”), an information solutions provider, from inception in 2009 to December 2013. Mr.
(“TRADS”) from December 2013 to June 2014. Mr. Dubner served as General Counsel and Secretary of TLO, LLC (“TLO”), an information solutions provider, from inception in 2009 to December 2013. Mr.
According to the market research company MarketsAndMarkets TM , the risk analytics market is projected to grow to $180.9 billion by 2029, representing CAGR of 24.8% from 2024 through 2029, with North America expected to account for the largest market size in the risk analytics market.
According to the market research company, MarketsAndMarkets TM , the risk analytics market is projected to grow to $51.34 billion by 2030, representing CAGR of 9.7% from 2025 through 2030, with North America expected to account for the largest market size in the risk analytics market.
Our competitors vary widely in size and nature of the products and services they offer. There are a large number of competitors who offer products and services in specialized areas, such as fraud prevention, risk management, and decisioning solutions.
We believe we are well-positioned to effectively compete on all fronts. Our competitors vary widely in size and nature of the products and services they offer. There are a large number of competitors who offer products and services in specialized areas, such as fraud prevention, risk management, and decisioning solutions.
James Reilly , 50, has served as President of the Company since its formation in August 2017 and continuing through its Spin-off from cogint. Mr.
James Reilly , 51, has served as President of the Company since its formation in August 2017 and continuing through the Spin-off, and as principal operating officer since August 2025. Mr.
Refer to the tables included in “Use and Reconciliation of Non-GAAP Financial Measures” of Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our Markets The target market for our solutions today consists of public and private sector organizations that are reliant on high-confidence, AI/ML-driven identity intelligence in their daily workflow.
Refer to the tables included in “Use and Reconciliation of Non-GAAP Financial Measures” of Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our Markets The target market for our solutions consists of public and private sector organizations that require high-confidence, data-driven identity intelligence integrated into mission-critical and regulated workflows.
Our largest data supplier, with whom we have expanded our relationship while securing what we believe to be favorable business terms over the years, accounted for 45% and 48% of our total data acquisition costs for the years ended December 31, 2024 and 2023, respectively. The amended and renewed term of the agreement with this supplier ends June 30, 2026.
Our largest data supplier, with whom we have expanded our relationship while securing what we believe to be favorable business terms over the years, accounted for approximately 45% of our total data acquisition costs both for the years ended December 31, 2025 and 2024.
Dubner has served as the Chief Executive Officer of our subsidiary The Best One, Inc. (“TBO”), now known as the IDI Holdings, LLC (“IDI Holdings”), a holding company engaged in the acquisition of operating businesses and the acquisition and development of technology assets across various industries, and its subsidiary, Interactive Data, LLC (“Interactive Data”), since October 2014.
(“TBO”), now known as the IDI Holdings, LLC (“IDI Holdings”), a holding company engaged in the acquisition of operating businesses and the acquisition and development of technology assets across various industries, and its subsidiary, Interactive Data, LLC (“Interactive Data”), since October 2014. Prior to TBO, Mr. Dubner served as General Counsel of TransUnion Risk and Alternative Data Solutions, Inc.
Adjusted net income is a non-GAAP financial measure equal to net income, the most directly comparable financial measure based on US GAAP, excluding share-based compensation expense, amortization of share-based compensation capitalized in intangible assets, and discrete tax items, and including tax effect of adjustments.
Adjusted net income is a non-GAAP financial measure equal to net income, the most directly comparable financial measure based on US GAAP, adjusted to exclude share-based compensation expense, amortization of share-based compensation capitalized in intangible assets, acquisition-related costs, litigation costs, and write-off of long-lived assets, and to include tax effect of adjustments.
Daniel MacLachlan , 46, has served as the Chief Financial Officer of the Company since its formation in August 2017 and continuing through its Spin-off from cogint. Mr. MacLachlan served as Chief Financial Officer of cogint from March 2016 until the Spin-off and brings over fifteen years of experience as the chief financial officer of data-driven technology companies. Mr.
MacLachlan served as Chief Financial Officer of cogint from March 2016 until the Spin-off and brings over fifteen years of experience as the chief financial officer of data-driven technology companies. Mr.
If we are unable to maintain our relationship with our largest data supplier, our ability to provide products and services could be negatively impacted, as we would need to secure comparable data on similar terms, which would require significant time, expense, and resources, and may in the short-term adversely affect our reputation, business, financial condition, and results of operations and, if we are unable to establish a similar relationship with other data suppliers over time, could have a long-term material impact on our business and financial condition. 5 Our Intellectual Property We avail ourself of applicable trade secret and unfair competition laws to protect our proprietary technology, trademark law to protect our trademarks and domain names, and copyright laws to protect our content relating to, among other things, websites and marketing materials.
If we are unable to maintain our relationship with our largest data supplier, our ability to provide products and services could be negatively impacted, as we would need to secure comparable data on similar terms, which would require significant time, expense, and resources, and may in the short-term adversely affect our reputation, business, financial condition, and results of operations and, if we are unable to establish a similar relationship with other data suppliers over time, could have a long-term material impact on our business and financial condition.
With massive data assets consisting of public record, proprietary, and publicly-available data, our differentiated information and innovative platform and solutions deliver identity intelligence – entities, relationships, affiliations, interactions, and events. Our solutions are used today to enable frictionless commerce, to ensure safety, and to reduce fraud and the concomitant expense borne by society.
With extensive data assets consisting of public record, proprietary, and publicly-available data, our differentiated information and innovative platform and solutions deliver identity intelligence – entities, relationships, affiliations, interactions, and events. Our solutions are used today to enable frictionless commerce, enhance safety, and mitigate fraud and the related financial losses across the markets we serve.
The market for our products and services is highly competitive and is subject to constant change. We compete on the basis of innovative technology, differentiated solutions, analytical capabilities, integration with our customers’ technology, customer relationships, service stability, and price. We believe we are well-positioned to effectively compete on all fronts.
Our Competition Competition in the data and analytics sector centers on innovation, product stability, pricing, and customer service. The market for our products and services is highly competitive and is subject to constant change. We compete on the basis of innovative technology, proprietary data, differentiated solutions, analytical capabilities, integration with our customers’ technology, customer relationships, service stability, and price.
Fortune Business Insights TM projected the global big data analytics market to rise to $924.4 billion by 2032, exhibiting a CAGR of 13.0% during the forecast period from 2024 through 2032.
Fortune Business Insights TM projected the global big data analytics market to rise to $1,176.6 billion by 2034, exhibiting a CAGR of 12.8% during the forecast period from 2025 through 2034.
We may elect to extend the term for an additional twelve months upon written notice to this supplier at least 30 days prior to the end of the amended and renewed term.
Effective May 1, 2025, we entered into an amendment with our largest data supplier, extending the term of the agreement through April 30, 2031. We may elect to extend the term for an additional twelve months upon written notice to this supplier at least 30 days prior to the end of the amended term.
Our Employees We employ a total of 215 employees, all full-time, as of December 31, 2024. None of our employees are represented by a labor organization, and none are party to any collective bargaining agreement. We have not experienced any work stoppages and consider our relations with our employees to be good.
None of our employees are represented by a labor organization, and none are party to any collective bargaining agreement. We have not experienced any work stoppages and consider our relations with our employees to be good. Competition in the recruiting of personnel in the data and analytics sector is intense.
Derek Dubner , 53, has served as the Chief Executive Officer and a director of the Company since its formation in August 2017 and continuing through the Spin-off from cogint on March 26, 2018. Mr. Dubner was appointed as Interim Chairman of our Board of Directors in September 2018 and as Chairman of our Board of Directors in April 2020.
Dubner was appointed as Interim Chairman of the Company's Board of Directors in September 2018 and as Chairman of the Company's Board of Directors in April 2020. Mr. Dubner served as the Chief Executive Officer and a director of cogint, from March 2016 until the Spin-off. Mr. Dubner served as cogint’s Co-Chief Executive Officer from March 2015 until March 2016.
Our data is compiled from a myriad of online and offline sources, both structured and unstructured, including public record, publicly-available, proprietary, and self-reported data. Public record data includes personal information, as well as property, identity, bankruptcy, lien, judgment, automotive, phone, and other information aggregated from companies specializing in data aggregation, public record databases, and publicly-available sources.
Public record data includes personal information, as well as property, identity, bankruptcy, lien, judgment, automotive, phone, and other records aggregated from companies specializing in data aggregation, public record databases, and publicly-available sources. Proprietary data consists of internally generated data unified by proprietary algorithms and analytic processes.
For the years ended December 31, 2024 and 2023, we had revenue of $75.2 million and $60.2 million, net income of $7.0 million and $13.5 million (inclusive of a one-time deferred income tax benefit of $10.3 million in 2023), adjusted EBITDA of $23.6 million and $16.4 million, and adjusted net income of $11.5 million and $8.1 million, respectively.
For the years ended December 31, 2025 and 2024, we had revenue of $90.3 million and $75.2 million, net income of $13.2 million and $7.0 million, adjusted EBITDA of $31.0 million and $23.6 million, and adjusted net income of $18.7 million and $13.0 million, respectively.
We are advancing our business through the following strategic approach: • Transform Data Into Intelligence —Our core consumer identity graph, integrated with our AI/ML-driven technology platform and solutions, delivers actionable intelligence to organizations across diverse industries. As the digital transformation accelerates, the data generated therefrom increases rapidly.
We are advancing our business through the following strategic approach: 4 • Transform Data Into Intelligence —Our core consumer identity graph, integrated with our cloud-native, AI-enabled technology platform, delivers actionable intelligence to customers across the markets we serve.
In addition, this supplier may terminate this agreement by providing not less than 12 months’ advance written notice to us and we may terminate this agreement by providing not less than 24 months’ advance written notice to this supplier.
In addition, this supplier may terminate this agreement by providing not less than 12 months’ advance written notice to us and we may terminate this agreement by providing not less than 24 months’ advance written notice to this supplier. As of December 31, 2025, the remaining payment obligations through the end of the amended and renewed term is $23.2 million.
We believe our innovative technology, analytical capabilities, robust and unified database, and the intelligent design of our cloud-native infrastructure will allow us to differentiate ourselves from our competition in flexibility, capability, service, and price. Some of our competitors have substantially greater financial, technical, sales, and marketing resources, better name recognition, and a larger customer base.
We believe our innovative technology, analytical capabilities, extensive longitudinal identity graph, and the intelligent design of our cloud-native infrastructure will allow us to differentiate ourselves from our competition in flexibility, capability, service, and price.
(“cogint”) (now known as Fluent, Inc.) spun off its risk management business by way of a distribution of all of the shares of common stock of its then wholly-owned subsidiary, red violet, to its stockholders as of the record date and certain warrant holders (the “Spin-off”). 6 Available Information Our principal executive offices are located at 2650 North Military Trail, Suite 300, Boca Raton, Florida 33431 and our telephone number is (561) 757-4000.
(“cogint”) (now known as Fluent, Inc.), on March 26, 2018, whereby cogint spun off its risk management business by way of a distribution of all of the shares of common stock of its then wholly-owned subsidiary, red violet, to its stockholders as of the record date and certain warrant holders (the “Spin-off”). Mr.
Mr. Dubner served as the Chief Executive Officer and a director of cogint, from March 2016 until the Spin-off. Mr. Dubner served as cogint’s Co-Chief Executive Officer from March 2015 until March 2016. Mr. Dubner has over 20 years of experience in the data and analytics industry. Mr.
Mr. Dubner has over 20 years of experience in the data and analytics industry. Mr. Dubner has served as the Chief Executive Officer of our subsidiary The Best One, Inc.
Our team has deep knowledge of the data and analytics sector and expertise across the various industries that we serve. Our team has overseen the expansion of our proprietary technology platform while managing ongoing initiatives, including the transition from a development-focused company to a sales-driven company. As a result, we are well positioned to continue to successfully drive growth organically.
Our team possesses extensive domain expertise across industries we serve and has overseen the expansion of our proprietary technology platform and identity graph while managing ongoing strategic initiatives, including the transition from a development-focused organization to a sales-driven enterprise.
We believe the following competitive strengths will continue to deliver an unrivaled value proposition that further drives our differentiation: • Transformative and Innovative Cloud-Native, AI/ML-Driven Technology Platform —Through the power of our platform, CORE, we offer a comprehensive suite of information solutions.
We believe the following competitive strengths will continue to deliver an unrivaled value proposition that further drives our differentiation: • Transformative and Innovative Cloud-Native, AI-Enabled Technology Platform —Our CORE platform was architected from inception as a cloud-native system with artificial intelligence and machine learning embedded into its core data processing and analytical workflows.
Even if we introduce advanced products that meet evolving customer requirements in a timely manner, there can be no assurance that our new products will gain market acceptance. Certain companies in the data and analytics sector have expanded their product lines or technologies in recent years as a result of increased investment and acquisitions.
Certain companies in the data and analytics sector have expanded their product lines or technologies in recent years as a result of increased investment and acquisitions.
We believe our platform’s speed, power, extensibility, and scalability are key differentiators in the marketplace. • Massive Unified Data Asset —Data is the lifeblood of our technology platform, and of modern society. We leverage our CORE platform to build massive proprietary datasets and apply analytics in real-time to provide actionable insights from our leading core consumer identity graph.
Our platform’s speed, extensibility, and scalability support real-time analytics and mission-critical decisioning across complex operating environments, which we believe are key differentiators in the marketplace. 3 • Extensive Longitudinal Identity Graph —Data is the lifeblood of our technology platform, and of modern society.
Our cloud-native, AI/ML-driven, data and industry agnostic platform enables us to assimilate, structure, and unify billions of disparate records to create the leading core consumer identity graph to provide identity intelligence, and to present these insights in real-time via analytical interfaces.
The platform integrates extensive proprietary data assets and regulated operational processes to assimilate, structure, and unify billions of disparate records, supporting the development of our leading core consumer identity graph and the delivery of high-confidence identity intelligence, presented in real-time via analytical interfaces.
Management Team Our management team has a track record of strong performance and significant expertise in the markets we serve. We have built the leading companies in our industry, creating significant shareholder value. We continue to attract and retain experienced management talent for our business.
Management Team Our management team has a track record of strong performance and significant expertise in the markets we serve, supported by decades of collective experience across the data, analytics, and risk management sectors.
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Customers demand full-suite, turn-key entity resolution solutions that are agile, flexible, and available on-demand in order to gain the speed, scale, and insight necessary to drive decisioning.
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With artificial intelligence and machine learning embedded directly into CORE’s architecture from inception, and integrated with extensive proprietary data assets and regulated workflows, the platform enables customers to uncover actionable insights, accelerate decision-making, and operate at enterprise scale with materially reduced manual effort and operating costs.
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As the breadth and depth of data increases, organizations will need to deploy new technologies that enable both the ingestion of data at massive scale in real-time, irrespective of structure or form, and the analytics applications necessary to function across multiple channels.
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These AI-driven capabilities support the streamlining of labor-intensive workflows through automated, intelligence-driven processes that materially enhance efficiency and outcomes across risk management, compliance, and investigative functions. Organizations are challenged by the structure, volume, velocity, and disparity of data.
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The accelerating digitization of human interactions, and the corresponding generation of the data resulting therefrom, is driving demand for data capture, management, and analysis software.
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These organizations increasingly rely on automated decisioning, advanced analytics, and artificial intelligence to support core operational functions, risk management, and compliance requirements. We believe this ongoing shift toward data-driven, automated, and AI-enabled processes supports sustained demand for platforms that are architected to deliver accurate, scalable, and real-time intelligence within complex operating environments.
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As a result, customers are looking for flexible and efficient single-point solutions to unify disparate and often siloed sets of not only transactional data but also demographic, ethnographic, and behavioral data as well, in order to provide insights that are truly actionable.
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Key Challenges Facing Our Customers We believe organizations across the public and private sectors face increasing operational, analytical, and regulatory challenges arising from the volume, variety, and complexity of data generated through digital and physical interactions.
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Cost and Performance Pressures —As customers face constant cost pressures, they are increasingly dependent upon extracting greater value from information solutions. Whether it is identity verification, managing risk, or regulatory compliance, customers are increasingly more sophisticated, requiring enhanced performance that provides fast, accurate, and cost-effective solutions to satisfy their business objectives.
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These challenges include the need to integrate disparate and fragmented data sources, support timely and informed decision-making, and maintain compliance within regulated and mission-critical environments. 2 Actionable Intelligence Through an Integrated, Cloud-Native, AI-Enabled Platform —As the velocity and volume of data continues to grow exponentially across various mediums, many organizations experience difficulty consolidating information and deriving reliable, real-time insights to support operational, risk management, and compliance functions.
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Improving performance can mean delivering the right information at the right time at greater scale, or providing the most intuitive information as rapidly as possible to capitalize on opportunities or reduce risk. Superior analytics combined with unified data assets delivers competitive advantages to our customers as they cope with these pressures.
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Customers increasingly require scalable, flexible, and secure platforms capable of ingesting structured and unstructured data, normalizing and integrating diverse datasets, and applying advanced analytics and artificial intelligence within regulated workflows. In addition, organizations seek centralized solutions that reduce reliance on fragmented point systems and manual processes, improve analytical consistency, and support enterprise-wide access to high-confidence intelligence.
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Delivering Solutions for Complex Problems Using Scalable Analytics —The larger and more complex a data set, the more difficult it is to derive and provide sustained levels of performance and insight.
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We believe demand for integrated, cloud-native platforms that deliver accurate, timely, and actionable insights across complex operating environments will continue to grow as customers seek to modernize data management and decision-support capabilities. Cost and Performance Pressures —Customers operate in increasingly constrained cost environments while facing rising expectations for speed, accuracy, reliability, and regulatory compliance.
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The highly-fragmented nature of data across multiple mediums and often siloed within organizations, the historical proliferation of data augmented by the recent acceleration of the digital transformation, and lack of robust technology inhibits the ability to create a unified data asset.
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As a result, organizations are under continued pressure to maximize the value derived from their information and analytics solutions across identity verification, risk management, and compliance functions. Customers require platforms capable of delivering timely, accurate, and scalable intelligence to support high-volume, mission-critical operations while managing operating costs.
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There is an inherent need for information solutions that allow organizations to leverage unified data assets for actionable intelligence in support of their operational workflows and in a more efficient manner. Our Competitive Strengths We believe our leading-edge technology platform, massive database, and dynamic and intuitive solutions deliver superior capabilities to our customers.
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Performance improvements often depend on the ability to integrate and analyze large, diverse datasets efficiently, provide consistent access to relevant information, and support informed decision-making in real time. We believe platforms that combine advanced analytics with extensive, unified data assets are better positioned to help organizations address these cost and performance challenges and maintain operational effectiveness.
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Proprietary data is internally generated data unified by proprietary algorithms and analytic processes.
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Delivering Solutions for Complex Problems Using Scalable Analytics —As data volumes, sources, and formats continue to expand, organizations face increasing challenges in integrating information, maintaining analytical performance, and generating reliable insights at scale. Data is often fragmented across multiple systems, formats, and business units, limiting visibility and inhibiting the development of unified, enterprise-wide intelligence.
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Through AI/ML-driven technology and proprietary algorithms, we efficiently ingest these datasets, structure them into normalized form, and unify the data to resolve unique identities so as to create an actionable, real-time view of the information for various use cases, delivering greater intelligence to our customers and enhancing their decision-making capabilities across all markets and industries. 3 Our Platform and Solutions Leveraging cloud-native proprietary technology and applying machine learning and advanced analytical capabilities, CORE provides essential solutions to public and private sector organizations through intuitive, easy-to-use analytical interfaces.
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In addition, legacy infrastructure and manual processes may constrain an organization’s ability to efficiently process, normalize, and analyze large and diverse datasets in real time. As a result, customers increasingly require scalable, cloud-native platforms capable of unifying disparate data sources and applying advanced analytics and artificial intelligence within operational and regulated workflows.
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With massive data assets consisting of public-record, proprietary, and publicly-available data, our differentiated information and innovative platform and solutions deliver intelligence relating to all things identity – entities, relationships, affiliations, interactions, and events. Our solutions are used today to enable frictionless commerce, to ensure safety, and to reduce fraud and the concomitant expense borne by society.
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We believe solutions that support consistent, high-performance analysis across complex data environments are essential to enabling informed decision-making and effective risk management. Our Competitive Strengths We believe our leading-edge technology platform, extensive longitudinal identity graph, and dynamic and intuitive solutions deliver superior capabilities to our customers.
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Derived semantic insight increases exponentially with each new data asset, creating compounded additional value that can be used by supervised and unsupervised machine learning algorithms.
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At the core of this architecture is IRON™, our proprietary entity resolution, data processing, and machine learning framework, purpose-built to resolve identities with precision, scalability, and computational efficiency across complex and fragmented data environments. IRON enables the continuous validation, linkage, and refinement of our identity graph at scale.
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As we identify, assimilate, and unify these new data assets, our solutions expand in applicability to larger-sized customers as well as additional industries and uses cases within. • Widen Our Technology Lead —Unlike legacy technologies, our platform was built in the cloud from the ground up.
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We believe our application of advanced machine learning techniques to identity resolution and relationship analysis enables higher accuracy, greater scalability, and faster insight generation than legacy, rules-based, and on-premises solutions.
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Due to its cloud-native construct, CORE demonstrates increased speed and scalability as compared to legacy constructs.
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Through our CORE platform, we develop and maintain extensive proprietary datasets that support the creation and expansion of our comprehensive consumer identity graph and the delivery of high-confidence, real-time intelligence. Our data is compiled from a broad range of online and offline sources, including structured and unstructured public record, publicly-available, proprietary, and self-reported information.
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As competitors invest millions of dollars transitioning platforms from dated infrastructures to primarily hybrid-cloud environments, we are advancing and expanding our cloud-native technology and functionality to meet customer need, as customers increasingly rely on the speed, reliability, security, scalability, and efficiencies that only the cloud delivers.
Added
These processes are powered by IRON, our proprietary entity resolution, data processing, and machine learning framework, which enables the longitudinal linkage, validation, and continuous refinement of identities across fragmented datasets.
Removed
We will continue to invest in our technology and people to widen our lead over competitive technologies. • Enhance Functionality and Develop New Products —We operate with a relentless focus on innovation and the customer experience. Customers rely on our solutions to solve complex problems, to make better data-driven decisions, and to produce greater efficiencies in their workflow.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeDefending a lawsuit, regardless of its merit, is costly and may divert management’s attention. In addition, if our business liability insurance coverage is inadequate or future coverage is unavailable on acceptable terms or at all, our financial condition could be harmed.
Biggest changeIn addition, if our business liability insurance coverage is inadequate or future coverage is unavailable on acceptable terms or at all, our financial condition could be harmed. 11 Computer hackers and others routinely attack the security of technology products, services, systems and networks using a wide variety of methods, and the increased use of generative artificial intelligence may introduce novel methods of attack.
We face the risks associated with the business acquisition strategy, including: • the potential disruption of our existing businesses, including the diversion of management attention and the redeployment of resources; • entering new markets or industries in which we have limited prior experience; • our failure in due diligence to identify key issues specific to the businesses we seek to acquire or the industries or other environments in which they operate, or, failure to protect against contingent liabilities arising from those issues; • unforeseen, hidden, or fraudulent liabilities; • our difficulties in integrating, aligning and coordinating organizations which will likely be geographically separated and may involve diverse business operations and corporate cultures; • our difficulties in integrating and retaining key management, sales, research and development, production, and other personnel; • the potential loss of key employees, customers, or distribution partners of the acquired business; • our difficulties in incorporating the acquired business into our organization; • the potential loss of customers, resellers, distributors, strategic business partners, or suppliers; • our difficulties in integrating or expanding information technology systems and other business processes to accommodate the acquired business; • the risks associated with integrating financial reporting and internal control systems, including the risk that significant deficiencies or material weaknesses may be identified in acquired entities; • the potential for future impairments of goodwill and other intangible assets if the acquired business does not perform as expected; • the inability to obtain necessary government approvals for the acquisition, if any; and • our successfully operating the acquired business.
We face the risks associated with the business acquisition strategy, including: 14 • the potential disruption of our existing businesses, including the diversion of management attention and the redeployment of resources; • entering new markets or industries in which we have limited prior experience; • our failure in due diligence to identify key issues specific to the businesses we seek to acquire or the industries or other environments in which they operate, or, failure to protect against contingent liabilities arising from those issues; • unforeseen, hidden, or fraudulent liabilities; • our difficulties in integrating, aligning and coordinating organizations which will likely be geographically separated and may involve diverse business operations and corporate cultures; • our difficulties in integrating and retaining key management, sales, research and development, production, and other personnel; • the potential loss of key employees, customers, or distribution partners of the acquired business; • our difficulties in incorporating the acquired business into our organization; • the potential loss of customers, resellers, distributors, strategic business partners, or suppliers; • our difficulties in integrating or expanding information technology systems and other business processes to accommodate the acquired business; • the risks associated with integrating financial reporting and internal control systems, including the risk that significant deficiencies or material weaknesses may be identified in acquired entities; • the potential for future impairments of goodwill and other intangible assets if the acquired business does not perform as expected; • the inability to obtain necessary government approvals for the acquisition, if any; and • our successfully operating the acquired business.
Furthermore, we may not be able to immediately address the consequences of a cybersecurity incident because a successful breach of our computer systems, software, networks, or other technology assets could occur and persist for an extended period of time before being detected due to, among other things: • the breadth and complexity of our operations and the high volume of transactions that we process; • the large number of customers, counterparties and third-party service providers with which we do business; 9 • the proliferation and increasing sophistication of cyberattacks; and • the possibility that a third party, after establishing a foothold on an internal network without being detected, might obtain access to other networks and systems.
Furthermore, we may not be able to immediately address the consequences of a cybersecurity incident because a successful breach of our computer systems, software, networks, or other technology assets could occur and persist for an extended period of time before being detected due to, among other things: • the breadth and complexity of our operations and the high volume of transactions that we process; • the large number of customers, counterparties and third-party service providers with which we do business; • the proliferation and increasing sophistication of cyberattacks; and • the possibility that a third party, after establishing a foothold on an internal network without being detected, might obtain access to other networks and systems.
Also see “Concentration of Suppliers” above. 15 We must adequately protect our intellectual property in order to prevent loss of valuable proprietary information. We rely primarily upon a combination of patent, copyright, trademark, and trade secret laws, as well as other intellectual property laws, and confidentiality procedures and contractual agreements, such as non-disclosure agreements, to protect our proprietary technology.
Also see “Concentration of Suppliers” above. We must adequately protect our intellectual property in order to prevent loss of valuable proprietary information. We rely primarily upon a combination of patent, copyright, trademark, and trade secret laws, as well as other intellectual property laws, and confidentiality procedures and contractual agreements, such as non-disclosure agreements, to protect our proprietary technology.
If our service providers and vendors do not perform their service obligations, it could adversely affect our reputation, business, financial condition, and results of operations. 17 Consolidation in the data and analytics sector may limit market acceptance of our products and services. Several of our competitors have acquired companies with complementary technologies in the past.
If our service providers and vendors do not perform their service obligations, it could adversely affect our reputation, business, financial condition, and results of operations. Consolidation in the data and analytics sector may limit market acceptance of our products and services. Several of our competitors have acquired companies with complementary technologies in the past.
If an actual or perceived breach were to occur, we cannot assure you that we would not lose revenue or not sustain operating losses as a result. 8 We also rely heavily on large information technology databases and the ability to provide services using that information from those databases.
If an actual or perceived breach were to occur, we cannot assure you that we would not lose revenue or not sustain operating losses as a result. We also rely heavily on large information technology databases and the ability to provide services using that information from those databases.
If we or our alliance agreements’ partners are not successful in maintaining or commercializing the alliance agreements’ services, such commercial failure could adversely affect our business. 13 If we consummate any future acquisitions, we will be subject to the risks inherent in identifying, acquiring, and operating a newly acquired business .
If we or our alliance agreements’ partners are not successful in maintaining or commercializing the alliance agreements’ services, such commercial failure could adversely affect our business. If we consummate any future acquisitions, we will be subject to the risks inherent in identifying, acquiring, and operating a newly acquired business .
This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources. 18 Future issuances of shares of our common stock in connection with acquisitions or pursuant to our stock incentive plans could have a dilutive effect on your investment.
This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources. Future issuances of shares of our common stock in connection with acquisitions or pursuant to our stock incentive plans could have a dilutive effect on your investment.
We depend on a number of service providers and key vendors such as telecommunication companies, software engineers, data processors, and software and hardware vendors, who are critical to our operations. These service providers and vendors are involved with our service offerings, communications and networking equipment, computer hardware and software and related support and maintenance.
We depend on a number of service providers and key vendors such as telecommunication companies, software engineers, cloud providers, data processors, and software and hardware vendors, who are critical to our operations. These service providers and vendors are involved with our service offerings, communications and networking equipment, computer hardware and software and related support and maintenance.
Any security incident could result in legal, regulatory, and financial liability, as well as harm to our reputation. We may be required to expend significant capital and other resources to protect against such threats or to alleviate problems caused by breaches in security.
Any security incident could result in legal, regulatory, and financial liability, as well as harm to our reputation. 9 We may be required to expend significant capital and other resources to protect against such threats or to alleviate problems caused by breaches in security.
These may include actions between us and a current or former employee, actions between us and a current former customer, individual consumer cases, class action lawsuits and inquiries, investigations, examinations, regulatory proceedings, or other actions brought by federal (e.g., the FTC or CFPB) or state (e.g., state attorneys general) authorities.
These may include actions between us and a current or former employee, actions between us and a current or former customer, individual consumer cases, class action lawsuits and inquiries, investigations, examinations, regulatory proceedings, or other actions brought by federal (e.g., the FTC) or state (e.g., state attorneys general) authorities.
Item 1A. Risk Factors . Our business, financial condition, operating results, and cash flows may be impacted by a number of factors, many of which are beyond our control, including those set forth below and elsewhere in this 2024 Form 10-K, the occurrence of any one of which could have a material adverse effect on our actual results.
Item 1A. Risk Factors . Our business, financial condition, operating results, and cash flows may be impacted by a number of factors, many of which are beyond our control, including those set forth below and elsewhere in this 2025 Form 10-K, the occurrence of any one of which could have a material adverse effect on our actual results.
There are numerous companies competing with us in various segments of the data and analytics sector, and their products and services may have advantages over our products and services in areas such as conformity to existing and emerging industry standards, performance, price, ease of use, scalability, reliability, flexibility, product features, and technical support.
There are numerous companies competing with us in various segments of the data and analytics sector, and their products and services may have advantages over our products and services in areas such as conformity to existing and emerging industry standards, the use of artificial intelligence, performance, price, ease of use, scalability, reliability, flexibility, product features, and technical support.
Disruptions in the global equity and credit markets may limit our ability to access capital. Since the Spin-off and through December 31, 2024, we issued an aggregate of 1,233,915 shares of our common stock in connection with registered direct offerings.
Disruptions in the global equity and credit markets may limit our ability to access capital. Since the Spin-off and through December 31, 2025, we issued an aggregate of 1,233,915 shares of our common stock in connection with registered direct offerings.
We cannot guarantee that: (i) our intellectual property rights will provide us with a competitive advantage; (ii) our ability to assert our intellectual property rights against potential competitors or to settle current or future disputes will be effective; (iii) our intellectual property rights will be enforced in jurisdictions where competition may be intense or where legal protection may be weak; (iv) any of the patent, trademark, copyright, trade secret or other intellectual property rights that we presently employ in our business will not lapse or be invalidated, circumvented, challenged, or abandoned; (v) competitors will not design around our protected systems and technology; or (vi) that we will not lose the ability to assert our intellectual property rights against others.
We cannot guarantee that: (i) our intellectual property rights will provide us with a competitive advantage; (ii) our ability to assert our intellectual property rights against potential competitors or to settle current or future disputes will be effective; (iii) our intellectual property rights will be enforced in jurisdictions where competition may be intense or where legal protection may be weak; (iv) any of the patent, trademark, copyright, trade secret or other intellectual property rights that we presently employ in our business will not lapse or be invalidated, circumvented, challenged, or abandoned; (v) competitors will not design around our protected systems and technology; or (vi) that we will not lose the ability to assert our intellectual property rights against others. 16 Policing unauthorized use of our proprietary rights can be difficult and costly.
In addition, we could incur significant costs which our insurance policies may not adequately cover, and we may need to expend significant resources to protect against security breaches and comply with the multitude of state and federal laws regarding data privacy and data breach notification obligations.
In addition, we could incur significant costs which our insurance policies may not adequately cover, and we may need to expend significant resources to protect against security breaches, comply with any data breach notification provisions contained in our customer contracts, and comply with the multitude of state and federal laws regarding data privacy and data breach notification obligations.
The following legal and regulatory developments also could have a material adverse effect on our business, financial condition, or results of operations: • amendment, enactment or interpretation of laws and regulations that restrict the access and use of personal information and reduce the availability or effectiveness of our solutions or the supply of data available to customers; • changes in public perception or the position of government actors in favor of further restrictions on information collection and sharing, which may lead to regulations that prevent full utilization of our solutions; • failure of customers, resellers, distributors, strategic business partners, or vendors to comply with laws or regulations, where these third parties' failures could reflect negatively on us or require us to cease or limit our business with them; • failure of our solutions to comply with current laws and regulations; and • failure of our solutions to adapt to changes in the regulatory environment in an efficient, cost-effective manner.
The following legal and regulatory developments also could have a material adverse effect on our business, financial condition, or results of operations: • amendment, enactment or interpretation of laws and regulations that restrict the access and use of personal information and reduce the availability or effectiveness of our solutions or the supply of data available to customers; • changes in public perception or the position of government actors in favor of further restrictions on information collection and sharing, which may lead to regulations that prevent full utilization of our solutions; • failure of customers, resellers, distributors, strategic business partners, or vendors to comply with laws or regulations, where these third parties' failures could reflect negatively on us or require us to cease or limit our business with them; • failure of our solutions to comply with current laws and regulations; and • failure of our solutions to adapt to changes in the regulatory environment in an efficient, cost-effective manner. 12 Changes in applicable legislation or regulations that restrict or dictate how we collect, maintain, combine, and disseminate information could adversely affect our business, financial condition or results of operations.
If we are unable to maintain our current relationship with our largest data supplier, our ability to provide services could be negatively impacted, as we would need to secure comparable data on similar terms, which would require significant time, expense, and resources, and may in the short-term adversely affect our reputation, business, financial condition, and results of operations and, if we are unable to establish a similar relationship with other data suppliers over time, could have a long-term material impact on our business and financial condition.
If we are unable to maintain our current relationship with our largest data supplier, the term of our agreement with which was extended during 2025 through April 30, 2031, our ability to provide services could be negatively impacted, as we would need to secure comparable data on similar terms, which would require significant time, expense, and resources, and may in the short-term adversely affect our reputation, business, financial condition, and results of operations and, if we are unable to establish a similar relationship with other data suppliers over time, could have a long-term material impact on our business and financial condition.
Our data suppliers could stop providing data, provide untimely data or increase the costs for their data for a variety of reasons, including a perception that our systems are insecure as a result of a data security breach, budgetary constraints, a desire to generate additional revenue, or for regulatory or competitive reasons.
Our data suppliers could stop providing data, impose more stringent contractual restrictions on our use of data, provide untimely data or increase the costs for their data for a variety of reasons, including a perception that our systems are insecure as a result of a data security breach, budgetary constraints, a desire to generate additional revenue, or for regulatory or competitive reasons.
Policing unauthorized use of our proprietary rights can be difficult and costly. Litigation, while it may be necessary to enforce or protect our intellectual property rights, could result in substantial costs and diversion of resources and management attention and could adversely affect our business, even if we are successful on the merits.
Litigation, while it may be necessary to enforce or protect our intellectual property rights, could result in substantial costs and diversion of resources and management attention and could adversely affect our business, even if we are successful on the merits.
If the enforceability of these types of “non-compete” agreements is affected by future lawmaking or regulatory action, it may impede our ability to ensure that former employees, who received training and experience through their employment with us, refrain from using their knowledge of our business and operations to compete with us.
If the enforceability of these types of “non-compete” agreements is affected by future lawmaking or regulatory action, it may impede our ability to ensure that former employees, who received training and experience through their employment with us, refrain from using their knowledge of our business and operations to compete with us. 15 Our revenue is concentrated in the U.S. market across a broad range of industries.
We are no longer an “emerging growth company,” however, we are still a “smaller reporting company,” and the reduced disclosure requirements applicable to smaller reporting companies may make our common stock less attractive to investors.
We are a “smaller reporting company,” and the reduced disclosure requirements applicable to smaller reporting companies may make our common stock less attractive to investors.
Also, as of December 31, 2024, 56,984 shares underlying awards made under the 2018 Plan have vested but the delivery has been deferred by the recipients, and an additional 887,268 shares underlying awards made under the 2018 Plan are scheduled to vest and be delivered through 2030.
Also, as of December 31, 2025, 63,717 shares underlying awards made under the 2018 Plan have vested but the delivery has been deferred by the recipients, and an additional 769,227 shares underlying awards made under the 2018 Plan are scheduled to vest and be delivered through 2030.
Since the Spin-off and through December 31, 2024, we issued an aggregate of 3,831,483 shares of our common stock in connection with vesting of awards made under the Red Violet, Inc. 2018 Stock Incentive Plan, as amended (the “2018 Plan”), 857,198 shares of which were retired and cancelled.
Since the Spin-off and through December 31, 2025, we issued an aggregate of 4,182,714 shares of our common stock in connection with vesting of awards made under the Red Violet, Inc. 2018 Stock Incentive Plan, as amended and restated (the “2018 Plan”), 972,971 shares of which were retired and cancelled.
In order to achieve market acceptance and achieve future revenue growth, we must introduce complementary products, incorporate new technologies into existing product lines, and design and develop and successfully commercialize higher performance products in a timely manner.
We cannot assure you that our present or future products will achieve market acceptance on a sustained basis. In order to achieve market acceptance and achieve future revenue growth, we must introduce complementary products, incorporate new technologies into existing product lines, and design and develop and successfully commercialize higher performance products in a timely manner.
Our bylaws designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain actions, including derivative actions, which could limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company and its directors, officers, other employees, or the Company's stockholders, and may discourage lawsuits with respect to such claims.
We do not record liabilities when the likelihood that the liability has been incurred is probable, but the amount cannot be reasonably estimated. 13 Our bylaws designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain actions, including derivative actions, which could limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company and its directors, officers, other employees, or the Company's stockholders, and may discourage lawsuits with respect to such claims.
These factors could include: • additions or departures of key personnel; • changes in governmental regulations or in the status of our regulatory approvals; • changes in earnings estimates or recommendations by securities analysts; • any major change in our board or management; • general economic conditions and slow or negative growth of our markets; and • political instability, natural disasters, pandemics, war, and/or events of terrorism.
These factors could include: • additions or departures of key personnel; • changes in laws or regulations affecting our industry; • changes in earnings estimates or recommendations by securities analysts; • the increasing prominence of new technologies, including AI, in the markets in which we compete; • any major change in our Board of Directors or management; • general economic conditions and slow or negative growth of our markets; and • political instability, natural disasters, pandemics, war, and/or events of terrorism.
The introduction of machine learning and artificial intelligence technologies into new or existing products may result in increased risks, such as the risk of government scrutiny, lawsuits, security risks, or other issues that could adversely affect our business, our reputation, and/or our financial results. Also, artificial intelligence may create content that appears correct but is flawed or erroneous.
Increasing our utilization of machine learning and artificial intelligence technologies within existing products or introducing them into new products may result in increased risks, such as the risk of government scrutiny, lawsuits, security risks, or other issues that could adversely affect our business, our reputation, and/or our financial results.
There is no guarantee that we will be able to retain or renew existing agreements, maintain relationships with any of our customers on acceptable terms or at all, or collect amounts owed to us from insolvent customers.
There is no guarantee that we will be able to retain or renew existing agreements, maintain relationships with any of our customers on acceptable terms or at all, or collect amounts owed to us from insolvent customers. The loss of one or more of our major customers could adversely affect our business, financial condition and results of operations.
The loss of one or more of our major customers could adversely affect our business, financial condition and results of operations. 14 If we lose the services of key personnel, it could adversely affect our business. Our future success depends, in part, on our ability to attract and retain key personnel.
If we lose the services of key personnel, it could adversely affect our business. Our future success depends, in part, on our ability to attract and retain key personnel.
As a result, these competitors may be able to more quickly develop or adapt to new or emerging technologies and changes in customer requirements, or devote greater resources to the development, promotion, and sale of their products and services.
As a result, these competitors may be able to more quickly develop or adapt to new or emerging technologies and changes in customer requirements, or devote greater resources to the development, promotion, and sale of their products and services. Additionally, it is likely that new competitors or alliances among existing competitors could emerge and rapidly acquire significant market share.
Even if we are unaffected by an extreme weather event or natural disaster, or recover from one quickly, our customers or suppliers may be more severely impacted, thereby affecting their ability to continue to do business with us.
Even if we are unaffected by an extreme weather event or natural disaster, or recover from one quickly, our customers or suppliers may be more severely impacted, thereby affecting their ability to continue to do business with us. 18 Risks Related to Our Common Stock Our stock price has been and may continue to be volatile, and the value of an investment in our common stock may decline.
Although we ceased to be an “emerging growth company” on December 31, 2023, as defined in the Jumpstart Our Business Startups Act of 2012, or JOBS Act, we remain a “smaller reporting company.” We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250.0 million or (ii) our annual revenue is less than $100.0 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700.0 million.
We are a “smaller reporting company” and may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250.0 million or (ii) our annual revenue is less than $100.0 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700.0 million.
While such an investigation is ongoing, we may not necessarily know the extent of the harm or how best to remediate it, and certain errors or actions could be repeated or compounded before they are discovered and remediated, any or all of which could further increase the costs and consequences of a cybersecurity incident.
While such an investigation is ongoing, we may not necessarily know the extent of the harm or how best to remediate it, and certain errors or actions could be repeated or compounded before they are discovered and remediated, any or all of which could further increase the costs and consequences of a cybersecurity incident. 10 A growing number of legislative and regulatory bodies have adopted consumer notification and other requirements in the event that a consumer's personal information is accessed by unauthorized persons.
In addition, many advocacy groups as well as some legislatures and government regulators believe that existing laws and regulations do not adequately protect privacy, and are otherwise concerned with businesses’ collection, storage, and use of personal information. Relatedly, several U.S. states have introduced and passed legislation to provide consumers with greater transparency and control over their personal information.
In addition, many advocacy groups as well as some legislatures and government regulators believe that existing laws and regulations do not adequately protect privacy, and are otherwise concerned with businesses’ collection, storage, and use of personal information.
We use certain machine learning and artificial intelligence technologies in our business, and we are making continuing investments in this area, including ongoing deployment and improvement of existing machine learning and artificial intelligence technologies. These technologies are complex and continually evolving, and we face significant competition from other companies.
We use certain machine learning and artificial intelligence technologies and processes in our business, including the use of generative artificial intelligence, and we are making continuing investments in this area, including ongoing deployment and improvement of existing machine learning and artificial intelligence technologies.
If we are unable to recognize revenues due to longer sales cycles or other problems, our results of operations could be adversely affected. We have not yet received broad market acceptance for our newer products. We cannot assure you that our present or future products will achieve market acceptance on a sustained basis.
We cannot provide any assurances that sales of our newer products will continue to grow or generate sufficient revenues to sustain our business. If we are unable to recognize revenues due to longer sales cycles or other problems, our results of operations could be adversely affected. 17 We have not yet received broad market acceptance for our newer products.
As a result, these stockholders may be in a position to exert significant influence over all matters requiring stockholder approval, including the election of directors and determination of significant corporate actions.
As of December 31, 2025, officers and directors of the Company owned approximately 9% of our common stock (approximately 10% on a fully diluted basis). As a result, these stockholders may be in a position to exert significant influence over all matters requiring stockholder approval, including the election of directors and determination of significant corporate actions.
While we maintain various insurance policies that we believe provide us with suitable coverage and protection in the event of litigation or other legal proceedings, those policies may contain exclusions or limitations, resulting in some cases in us retaining all or a portion of the risk of loss. 12 While we do not believe that the outcome of any pending or threatened legal proceeding, investigation, examination, or supervisory activity will have a material adverse effect on our financial position, such events are inherently uncertain and adverse outcomes could result in significant monetary damages, penalties, or injunctive relief against us.
While we do not believe that the outcome of any pending or threatened legal proceeding, investigation, examination, or supervisory activity will have a material adverse effect on our financial position, such events are inherently uncertain and adverse outcomes could result in significant monetary damages, penalties, or injunctive relief against us.
If we are unable to raise additional capital when required or on acceptable terms, we may have to significantly delay, scale back or discontinue certain operations.
If we are unable to raise additional capital when required or on acceptable terms, we may have to significantly delay, scale back or discontinue certain operations. Any of these events could significantly harm our business and prospects and could cause our stock price to decline.
In the United States, federal and state laws provide for more than 50 disparate data breach notification regimes, all of which we may be subject to. Complying with such numerous and complex regulations in the event of unauthorized access would be expensive and difficult, and failure to comply with these regulations could subject us to regulatory scrutiny and additional liability.
Complying with such numerous and complex regulations in the event of unauthorized access would be expensive and difficult, and failure to comply with these regulations could subject us to regulatory scrutiny and additional liability.
The benefits derived by us from an acquisition might not exceed the dilutive effect of the shares issued as part of the acquisition. The concentration of our stock ownership may limit individual stockholder ability to influence corporate matters.
The benefits derived by us from an acquisition might not exceed the dilutive effect of the shares issued as part of the acquisition.
On December 3, 2024, we declared a special cash dividend on our common stock of $0.30 per share (the "Special Cash Dividend"), payable on or about February 14, 2025, to shareholders of record as of the close of business on January 31, 2025.
There is no assurance that we will continue to declare or pay dividends on our common stock in the future. On December 3, 2024, we declared a special cash dividend of $0.30 per share on our common stock (the "Dividend") to shareholders of record as of January 31, 2025. The Dividend, totaling $4.2 million, was paid on February 14, 2025.
Additionally, it is likely that new competitors or alliances among existing competitors could emerge and rapidly acquire significant market share. 16 There may be further consolidation in our end-customer markets, which may adversely affect our revenue. There has been, and we expect there will continue to be, merger, acquisition, and consolidation activity in our customer markets.
There may be further consolidation in our end-customer markets, which may adversely affect our revenue. There has been, and we expect there will continue to be, merger, acquisition, and consolidation activity in our customer markets.
Our customers, and therefore our business and revenue, sometimes depend on favorable macroeconomic conditions and are impacted by the availability of credit, the level and volatility of interest rates, inflation, tariffs, employment levels, consumer confidence, and housing demand. In addition, a significant amount of our revenue is concentrated in the U.S. market across a broad range of industries.
When these industries or the broader financial markets experience a downturn, demand for our services and revenue may be adversely affected. Our customers, and therefore our business and revenue, sometimes depend on favorable macroeconomic conditions and are impacted by the availability of credit, the level and volatility of interest rates, inflation, tariffs, employment levels, consumer confidence, and housing demand.
Any flaws or errors discovered in our products after commercial release could result in loss of revenue or delay in revenue recognition, or loss of customers, any of which could adversely affect our business and results of operations. In addition, we could face claims for product liability.
Also, artificial intelligence and generative artificial intelligence may create content that appears correct but is flawed or erroneous. Any flaws or errors discovered in our products after commercial release could result in loss of revenue or delay in revenue recognition, or loss of customers, any of which could adversely affect our business and results of operations.
Changes in applicable legislation or regulations that restrict or dictate how we collect, maintain, combine, and disseminate information could adversely affect our business, financial condition or results of operations. In the future, we may be subject to significant additional expense to ensure continued compliance with applicable laws and regulations and to investigate, defend or remedy actual or alleged violations.
In the future, we may be subject to significant additional expense to ensure continued compliance with applicable laws and regulations and to investigate, defend or remedy actual or alleged violations.
If we fail to achieve and maintain these key industry or technical certifications, our customers may stop doing business with us and we may not be able to win new business, which would negatively affect our revenue. 10 Issues in the development and use of artificial intelligence may result in reputational harm, liability, or other adverse consequences to our business.
Furthermore, we may be required to obtain various industry or technical certifications under our contracts or otherwise to keep pace with our competitors. If we fail to achieve and maintain these key industry or technical certifications, our customers may stop doing business with us and we may not be able to win new business, which would negatively affect our revenue.
While these laws include specific exemptions, including exemptions for practices and activities conducted pursuant to the GLBA and DPPA, they apply to other portions of our business that are not conducted pursuant to these laws. Other states are actively considering privacy and security bills, and may pass laws, either similar or dissimilar to existing state privacy laws in the future.
While these laws include specific exemptions, including exemptions for practices and activities conducted pursuant to the GLBA and DPPA, they apply to other portions of our business that are not conducted pursuant to these laws. California has recently enacted the Delete Act, intending to make it easier for consumers to request the deletion of their personal information.
Our revenue is concentrated in the U.S. market across a broad range of industries. When these industries or the broader financial markets experience a downturn, demand for our services and revenue may be adversely affected.
In addition, a significant amount of our revenue is concentrated in the U.S. market across a broad range of industries. Our customer base suffers when financial markets experience volatility, illiquidity, and disruption, which has occurred in the past and which could reoccur.
Changes in the economy have resulted, and may continue to result, in fluctuations in volumes, pricing, and operating margins for our services. Recent inflation, and higher interest rates imposed to combat inflation, may reduce the demand for various commercial transactions.
Such market developments, and the potential for increased and continuing disruptions going forward, present considerable risks to our business and operations. Changes in the economy have resulted, and may continue to result, in fluctuations in volumes, pricing, and operating margins for our services.
In the absence of additional federal legislation or rulemaking, federal administrative agencies such as the FTC and the Consumer Financial Protection Bureau (CFPB) have increasingly used their existing authority to bring legal action against organizations who are alleged to have violated consumers’ privacy rights or failed to maintain adequate security measures. 11 These U.S. federal and state laws and regulations, which can be enforced by government entities or, in some cases, private parties, are constantly evolving and can be subject to significant change.
Other states are actively considering privacy and security bills, and may pass laws, either similar or dissimilar to existing state privacy laws in the future. These U.S. federal and state laws and regulations, which can be enforced by government entities or, in some cases, private parties, are constantly evolving and can be subject to significant change.
A growing number of legislative and regulatory bodies have adopted consumer notification and other requirements in the event that a consumer's personal information is accessed by unauthorized persons. It is likely that additional laws pertaining to the use, access, accuracy, and security of personal information will be adopted in the future.
It is likely that additional laws pertaining to the use, access, accuracy, and security of personal information will be adopted in the future. In the United States, federal and state laws provide for more than 50 disparate data breach notification regimes, all of which we may be subject to.
Removed
Several recent, highly-publicized data incidents and DDoS attacks have heightened consumer awareness of this issue and may embolden individuals or groups to target our systems.
Added
Issues in the development and use of artificial intelligence and generative artificial intelligence may result in reputational harm, liability, or other adverse consequences to our business.
Removed
Furthermore, we may be required to obtain various industry or technical certifications under our contracts or otherwise to keep pace with our competitors.
Added
These AI-enabled technologies and processes are complex and continually evolving, and we face significant competition from other companies. Also, certain laws and regulations have been enacted related to the development and use of these technologies, and more are likely to be enacted in the future.
Removed
Also, lawmakers have proposed laws and rulemaking related to the development and use of these technologies. Likewise, regulatory agencies, such as the Federal Trade Commission (FTC), have used their existing authority to bring legal action against organizations who are alleged to have deceived or harmed consumers through their usage of these technologies.
Added
Adapting our existing policies and controls to address the evolving legal and regulatory landscape may be costly and time consuming.
Removed
We may be required to comply with new laws and regulations, as well as develop additional policies and practices for using certain data within machine learning and artificial intelligence technologies, which may be costly and time consuming.
Added
In addition, we could face claims for product liability. Defending a lawsuit, regardless of its merit, is costly and may divert management’s attention.
Removed
Furthermore, the U.S. Congress is considering legislation and several administrative agencies are considering or have proposed rulemaking, each with respect to data privacy and security. At this time, it is unclear whether Congress will pass a law or whether any administrative agencies will proceed with regulatory action.
Added
In the event of such actions, we, our customers and other third parties could be exposed to liability, litigation, and regulatory or other government action, including debarment, as well as the loss of existing or potential customers, damage to brand and reputation, damage to our competitive position, and other financial loss.
Removed
At this time, it is also unclear whether any federal requirements will supplement or preempt state-level data privacy and security laws.
Added
There are calls to limit the availability of data made available for customer use cases that we may currently serve, such as for marketing purposes or for law enforcement purposes. Relatedly, several U.S. states have introduced and passed legislation to provide consumers with greater transparency and control over their personal information.
Removed
We do not record liabilities when the likelihood that the liability has been incurred is probable, but the amount cannot be reasonably estimated.
Added
In addition, the application, interpretation, and enforcement of these laws and regulations are often uncertain, particularly in the new and rapidly evolving industry in which we operate, and may be interpreted and applied inconsistently from jurisdiction to jurisdiction and inconsistently with our current policies and practices.
Removed
Our customer base suffers when financial markets experience volatility, illiquidity, and disruption, which has occurred in the past and which could reoccur. Such market developments, and the potential for increased and continuing disruptions going forward, present considerable risks to our business and operations.
Added
While we maintain various insurance policies that we believe provide us with suitable coverage and protection in the event of litigation or other legal proceedings, those policies may contain exclusions or limitations, resulting in some cases in us retaining all or a portion of the risk of loss.
Removed
Our products have been in the marketplace for a limited period of time and may have longer sales cycles than competitive products. Accordingly, we may not achieve the meaningful revenue growth needed to sustain operations. We cannot provide any assurances that sales of our newer products will continue to grow or generate sufficient revenues to sustain our business.
Added
Our products and solutions may experience varying sales cycles depending on industry, customer size, and implementation complexity, and in certain markets competitors may have longer operating histories or more established customer relationships. Accordingly, we may not achieve the meaningful revenue growth needed to sustain operations.
Removed
Risks Related to Our Common Stock Our stock price has been and may continue to be volatile, and the value of an investment in our common stock may decline.
Added
Additionally, we filed a shelf registration statement on Form S-3, which was declared effective on November 25, 2025 (the "Shelf Registration Statement"), allowing us to offer and sell our registered common stock, preferred stock, debt securities, depository shares, warrants and/or units from time to time pursuant to one or more offerings of up to $150.0 million.
Removed
As of December 31, 2024, officers and directors of the Company owned approximately 10% of our common stock (approximately 12% on a fully diluted basis). In addition, one other significant stockholder of the Company owned approximately 11% of our common stock.
Added
While we have not issued any shares under the Shelf Registration Statement, any issuance could have a dilutive effect.
Removed
Any of these events could significantly harm our business and prospects and could cause our stock price to decline. 19 There is no assurance that we will continue to declare or pay dividends on our common stock in the future.
Added
Future issuances of our common stock or other equity securities, or the perception that such sales may occur, could adversely affect the trading price of our common stock and impair our ability to raise capital through future offerings of shares or equity securities.
Added
No prediction can be made as to the effect, if any, that future sales of common stock or the availability of common stock for future sales will have on the trading price of our common stock. 19 The concentration of our stock ownership may limit individual stockholder ability to influence corporate matters.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

12 edited+4 added−1 removed1 unchanged
Biggest changeWe regularly review our information security program and associated policies, making periodic updates as we deem necessary and appropriate in accordance with recognized best practices and standards. 20 Governance Our information security program and cyber risk management program is managed and overseen by Jeff Dell, our Chief Information Officer (“CIO”) and a team of information security personnel reporting to the CIO.
Biggest changeThis program includes security assessments of vendors prior to engagement, contractual security requirements, and ongoing monitoring of vendors with access to our systems or sensitive data. We regularly review our information security program and associated policies, making periodic updates as we deem necessary and appropriate in accordance with recognized best practices and standards.
Dell brings over 30 years of experience in information technology and information security, working as an executive within data-driven companies for the last 20 years, including serving as CIO since our formation in August 2017 and continuing through our Spin-off from cogint. Mr.
Dell brings over 30 years of experience in information technology and information security, working as an executive within data-driven companies for the last 25 years, including serving as CIO since our formation in August 2017 and continuing through our Spin-off from cogint. Mr.
Item 1C. Cybersecurity . Risk Management and Strategy We have implemented and maintain a comprehensive information security program designed to protect the confidentiality, integrity, and availability of our critical systems and information, as well as to identify, assess, manage, mitigate, and respond to cybersecurity threats.
Item 1C. Cybersecurity . Risk Management and Strategy We have implemented and maintained a comprehensive information security program designed to protect the confidentiality, integrity, and availability of our critical systems and information, as well as to identify, assess, manage, mitigate, and respond to cybersecurity threats.
Our systems and processes are assessed by independent third parties for compliance with: the International Standard Organization (“ISO”) 27001; System and Organization Controls (“SOC”) 2, Type 2; and Payment Card Industry Data Security Standards (“PCI DSS”) Level 1.
Our systems and processes are assessed by independent third parties for compliance with: the International Standard 20 Organization (“ISO”) 27001:2022; System and Organization Controls (“SOC”) 2, Type 2; and Payment Card Industry Data Security Standards (“PCI DSS”) Level 1.
We did not experience a material cybersecurity incident during the year ended December 31, 2024, which has materially affected or is reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition.
We did not experience a material cybersecurity incident during the year ended December 31, 2025, which has materially affected or is reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition.
Our information security program includes the following key elements to help identify, manage, mitigate, and respond to cybersecurity threats: • Risk assessments —We conduct risk assessments designed to help identify material cybersecurity risks, quantify the impact and probability of each risk, develop mitigating controls, and periodically reassess previously identified risks. • Testing —We conduct regular testing of our systems and controls to help identify and address potential vulnerabilities. • Technical safeguards —We utilize various technical safeguards to help protect our information systems from cybersecurity threats.
Our information security program includes the following key elements to help identify, manage, mitigate, and respond to cybersecurity threats: • Risk assessments —We conduct annual enterprise-wide risk assessments designed to identify material cybersecurity risks to our operations, quantify the impact and probability of each identified risk, develop and implement mitigating controls, and reassess previously identified risks on an ongoing basis. • Testing —We conduct monthly vulnerability assessments and annual penetration testing of our systems and controls to identify and remediate potential vulnerabilities.
Dell holds a Bachelor of Science in Business from Arizona State University and has earned GCIA, GCWN, GWAPT and CISSP certifications. For additional information regarding Mr. Dell’s business experience, see Part 1, Item 1 Business – Information About Our Executive Officers included in this Annual Report.
Dell holds a Bachelor of Science in Business from Arizona State University and has earned GCIA, GCWN, GWAPT and CISSP certifications. For additional information regarding Mr.
Our CIO also provides quarterly reports of our information security program, as well as any material cybersecurity risks, to the Board of Directors .
Cybersecurity risks, threats, and vulnerabilities, as well as existing mitigating controls, are discussed in ISMS meetings. Our CIO also provides quarterly reports of our information security and IT compliance program, as well as any material cybersecurity risks, to the Board of Directors .
Our CIO reports directly to the CEO and is responsible for the assessment and management of material risks for cybersecurity threats. Mr.
Governance Our information security program and cyber risk management program is managed and overseen by Jeff Dell, our Chief Information Officer (“CIO”) and a team of information security personnel reporting to the CIO. Our CIO reports directly to the CEO and is responsible for the assessment and management of material risks for cybersecurity threats. Mr.
Management holds monthly Information Security Management System (ISMS) meetings which include members of the executive management team as well as the CIO and other key individuals reporting to the CIO. Cybersecurity risks, threats, and vulnerabilities, as well as existing mitigating controls, are discussed in ISMS meetings.
Dell’s business experience, see Part 1, Item 1 Business – Information About Our Executive Officers included in this Annual Report. 21 Management holds monthly Information Security Management System (ISMS) meetings which include stakeholders, senior management as well as the CIO and other key individuals reporting to the CIO.
We regularly review our technical safeguards and update them in accordance with recognized best practices and standards. • Business continuity and disaster recovery planning —We maintain business continuity and disaster recovery plans and periodically test those plans. • A cybersecurity incident response plan —We maintain a policy governing actions required for reporting and managing cybersecurity incidents.
We regularly review and update our technical safeguards in accordance with industry best practices and evolving threat landscapes. • Business continuity and disaster recovery planning —We maintain comprehensive business continuity and disaster recovery plans that are tested at least annually to ensure our ability to maintain critical operations and recover from potential disruptions, including those resulting from cybersecurity incidents. • Cybersecurity Incident Response —We maintain a cybersecurity incident response plan that governs the identification, containment, investigation, remediation, and reporting of cybersecurity incidents.
We have designated an Incident Response Team with clearly defined roles and responsibilities for managing all material aspects of our reporting and response plan. • Employee training and awareness programs —We provide training to our employees to help identify, avoid, and mitigate cybersecurity threats.
We have designated an Incident Response Team with clearly defined roles and responsibilities, including escalation procedures to senior management and legal counsel for potentially material incidents.
Removed
Our employees participate in annual training, including insider threat awareness, simulated phishing exercises, and other awareness training. • Third-party risk management — We maintain a third-party risk management program that is designed to help identify, assess, manage, mitigate, and respond to risks associated with the Company’s suppliers and other third parties.
Added
Our testing program includes both automated scanning and manual security assessments performed by qualified internal and external security professionals. • Technical safeguards —We utilize multiple layers of technical safeguards designed to protect our information systems from cybersecurity threats, including network security controls, endpoint protection, data encryption, access controls, and security monitoring tools.
Added
Our incident response procedures include protocols for timely communication with affected parties and regulatory authorities as required. • Cybersecurity insurance —We maintain cybersecurity insurance coverage designed to mitigate financial risks associated with cybersecurity incidents, including costs related to incident response, forensic investigation, legal expenses, regulatory fines, and business interruption. • Employee training and awareness programs —We provide mandatory annual cybersecurity training to all employees designed to help identify, avoid, and mitigate cybersecurity threats.
Added
Our training program includes insider threat awareness, simulated phishing exercises, secure coding practices for development personnel, and role-specific security training tailored to employee responsibilities.
Added
Additionally, our training program includes education on the secure and responsible use of AI and generative AI tools, covering topics such as data privacy considerations, prohibited uses of confidential information in AI systems, output validation requirements, and compliance with our AI usage policies. • Third-party risk management — We maintain a third-party risk management program designed to identify, assess, manage, and mitigate risks associated with our vendors, service providers, and other third parties.

Item 2. Properties

Properties — owned and leased real estate

3 edited+0 added−1 removed0 unchanged
Biggest changeItem 2. Properties. Our headquarters are located at 2650 North Military Trail, Suite 300, Boca Raton, Florida 33431, where we lease 21,020 rentable square feet of office space in accordance with an 89-month lease agreement as amended and effective in January 2017.
Biggest changeOur corporate headquarters are located at 2650 North Military Trail, Suite 300, Boca Raton, Florida 33431, where we lease 21,020 rentable square feet of office space in accordance with an 89-month lease agreement as amended and effective in January 2017, and we entered into a further amendment on September 20, 2023 to exercise the extension option for an additional 60 months through June 30, 2029, with an option to further extend for an additional 60 months.
Our Seattle office is located at 1111 Third Avenue, Seattle, Washington 98101, where we lease 6,003 rentable square feet of office space in accordance with a 90-month lease agreement entered into in April 2017, which will expire in March 2025.
Prior to that, our Seattle office was located at 1111 Third Avenue, Seattle, Washington 98101, where we lease 6,003 rentable square feet of office space in accordance with a 90-month lease agreement entered into in April 2017, which expired in March 2025.
On December 20, 2024, we entered into a new non-cancellable 80-month lease agreement for our new Seattle office space of 6,709 rentable square feet, located at 520 Pike Tower, Seattle, Washington 98101, with the lease term preliminarily set to commence on May 1, 2025.
Our current Seattle office is located at 520 Pike Tower, Seattle, Washington 98101, where we lease 6,709 rentable square feet of office space in accordance with a non-cancellable 80-month lease agreement entered into on December 20, 2024, with the lease commencement date on May 1, 2025.
Removed
On September 20, 2023, we entered into an amendment to our corporate headquarters lease agreement to exercise an extension option for an additional 60 months through June 30, 2029.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

2 edited+0 added−0 removed0 unchanged
Biggest changeItem 3. Legal Proceedings. Information with respect to certain legal proceedings is included in Note 13, “Commitments and contingencies,” included in “Notes to our Consolidated Financial Statements” contained in Part II, Item 8 of this 2024 Form 10-K, and is incorporated herein by reference. For additional discussion of certain risks associated with legal proceedings, see Item 1A, “Risk Factors” above.
Biggest changeItem 3. Legal Proceedings. Information with respect to certain legal proceedings is included in Note 13, “Commitments and contingencies,” included in “Notes to our Consolidated Financial Statements” contained in Part II, Item 8 of this 2025 Form 10-K, and is incorporated herein by reference. For additional discussion of certain risks associated with legal proceedings, see Item 1A, “Risk Factors” above.
Item 4. Mine Safety Disclosures. Not Applicable. 21 PART II
Item 4. Mine Safety Disclosures. Not Applicable. 22 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

79 edited+29 added−20 removed71 unchanged
Biggest changeThree Months Ended (In thousands, except share data) (Unaudited) 3/31/2023 6/30/2023 9/30/2023 12/31/2023 3/31/2024 6/30/2024 9/30/2024 12/31/2024 Revenue $ 14,626 $ 14,680 $ 15,837 $ 15,061 $ 17,511 $ 19,056 $ 19,057 $ 19,565 Costs and expenses: Cost of revenue (exclusive of depreciation and amortization) 3,179 3,240 3,313 3,337 3,756 3,455 3,314 3,472 Sales and marketing expenses 3,889 3,078 3,365 3,501 3,712 4,406 4,817 4,900 General and administrative expenses 5,241 5,075 5,223 6,907 5,790 5,750 5,994 8,341 Depreciation and amortization 1,916 2,054 2,171 2,211 2,270 2,377 2,434 2,481 Total costs and expenses 14,225 13,447 14,072 15,956 15,528 15,988 16,559 19,194 Income from operations 401 1,233 1,765 (895 ) 1,983 3,068 2,498 371 Interest income 286 315 346 387 365 314 353 368 Income before income taxes 687 1,548 2,111 (508 ) 2,348 3,382 2,851 739 Income tax (benefit) expense (29 ) 160 (10,384 ) 562 564 745 1,132 (124 ) Net income (loss) $ 716 $ 1,388 $ 12,495 $ (1,070 ) $ 1,784 $ 2,637 $ 1,719 $ 863 Earnings (loss) per share: Basic $ 0.05 $ 0.10 $ 0.90 $ (0.08 ) $ 0.13 $ 0.19 $ 0.12 $ 0.06 Diluted $ 0.05 $ 0.10 $ 0.87 $ (0.08 ) $ 0.13 $ 0.19 $ 0.12 $ 0.06 Weighted average shares outstanding: Basic 13,997,154 13,961,862 13,952,426 13,985,426 13,997,064 13,780,074 13,782,476 13,900,091 Diluted 14,236,771 14,172,024 14,329,878 13,985,426 14,164,506 14,051,466 14,311,575 14,366,545 Three Months Ended (In thousands) (Unaudited) 3/31/2023 6/30/2023 9/30/2023 12/31/2023 3/31/2024 6/30/2024 9/30/2024 12/31/2024 Net income (loss) $ 716 $ 1,388 $ 12,495 $ (1,070 ) $ 1,784 $ 2,637 $ 1,719 $ 863 Interest income (286 ) (315 ) (346 ) (387 ) (365 ) (314 ) (353 ) (368 ) Income tax (benefit) expense (29 ) 160 (10,384 ) 562 564 745 1,132 (124 ) Depreciation and amortization 1,916 2,054 2,171 2,211 2,270 2,377 2,434 2,481 Share-based compensation expense 1,384 1,305 1,369 1,328 1,402 1,393 1,657 1,496 Litigation costs 3 45 1 - 27 (27 ) 7 117 Write-off of long-lived assets and others 2 - 56 19 7 - 82 3 Adjusted EBITDA $ 3,706 $ 4,637 $ 5,362 $ 2,663 $ 5,689 $ 6,811 $ 6,678 $ 4,468 Revenue $ 14,626 $ 14,680 $ 15,837 $ 15,061 $ 17,511 $ 19,056 $ 19,057 $ 19,565 Net income (loss) margin 5 % 9 % 79 % (7 %) 10 % 14 % 9 % 4 % Adjusted EBITDA margin 25 % 32 % 34 % 18 % 32 % 36 % 35 % 23 % 32 Three Months Ended (In thousands, except share data) (Unaudited) 3/31/2023 6/30/2023 9/30/2023 12/31/2023 3/31/2024 6/30/2024 9/30/2024 12/31/2024 Net income (loss) $ 716 $ 1,388 $ 12,495 $ (1,070 ) $ 1,784 $ 2,637 $ 1,719 $ 863 Share-based compensation expense 1,384 1,305 1,369 1,328 1,402 1,393 1,657 1,496 Amortization of share-based compensation capitalized in intangible assets 222 235 249 263 275 286 292 299 Discrete tax items - - (10,272 ) - - - - - Tax effect of adjustments - - (1,275 ) (251 ) (308 ) (425 ) (518 ) (1,336 ) Adjusted net income $ 2,322 $ 2,928 $ 2,566 $ 270 $ 3,153 $ 3,891 $ 3,150 $ 1,322 Earnings (loss) per share: Basic $ 0.05 $ 0.10 $ 0.90 $ (0.08 ) $ 0.13 $ 0.19 $ 0.12 $ 0.06 Diluted $ 0.05 $ 0.10 $ 0.87 $ (0.08 ) $ 0.13 $ 0.19 $ 0.12 $ 0.06 Adjusted earnings per share: Basic $ 0.17 $ 0.21 $ 0.18 $ 0.02 $ 0.23 $ 0.28 $ 0.23 $ 0.10 Diluted $ 0.16 $ 0.21 $ 0.18 $ 0.02 $ 0.22 $ 0.28 $ 0.22 $ 0.09 Weighted average shares outstanding: Basic 13,997,154 13,961,862 13,952,426 13,985,426 13,997,064 13,780,074 13,782,476 13,900,091 Diluted 14,236,771 14,172,024 14,329,878 14,307,797 14,164,506 14,051,466 14,311,575 14,366,545 Three Months Ended (In thousands) (Unaudited) 3/31/2023 6/30/2023 9/30/2023 12/31/2023 3/31/2024 6/30/2024 9/30/2024 12/31/2024 Revenue $ 14,626 $ 14,680 $ 15,837 $ 15,061 $ 17,511 $ 19,056 $ 19,057 $ 19,565 Cost of revenue (exclusive of depreciation and amortization) (3,179 ) (3,240 ) (3,313 ) (3,337 ) (3,756 ) (3,455 ) (3,314 ) (3,472 ) Depreciation and amortization of intangible assets (1,858 ) (1,995 ) (2,112 ) (2,154 ) (2,214 ) (2,322 ) (2,382 ) (2,431 ) Gross profit 9,589 9,445 10,412 9,570 11,541 13,279 13,361 13,662 Depreciation and amortization of intangible assets 1,858 1,995 2,112 2,154 2,214 2,322 2,382 2,431 Adjusted gross profit $ 11,447 $ 11,440 $ 12,524 $ 11,724 $ 13,755 $ 15,601 $ 15,743 $ 16,093 Gross margin 66 % 64 % 66 % 64 % 66 % 70 % 70 % 70 % Adjusted gross margin 78 % 78 % 79 % 78 % 79 % 82 % 83 % 82 % Three Months Ended (In thousands) (Unaudited) 3/31/2023 6/30/2023 9/30/2023 12/31/2023 3/31/2024 6/30/2024 9/30/2024 12/31/2024 Net cash provided by operating activities $ 1,531 $ 3,547 $ 5,789 $ 4,204 $ 4,305 $ 5,717 $ 7,247 $ 6,691 Less: Purchase of property and equipment (44 ) (7 ) (47 ) (24 ) (65 ) (52 ) (35 ) (17 ) Capitalized costs included in intangible assets (2,273 ) (2,236 ) (2,412 ) (2,103 ) (2,327 ) (2,411 ) (2,380 ) (2,280 ) Free cash flow $ (786 ) $ 1,304 $ 3,330 $ 2,077 $ 1,913 $ 3,254 $ 4,832 $ 4,394 33 Results of Operations Year ended December 31, 2024 compared to year ended December 31, 2023 Revenue .
Biggest changeThree Months Ended (In thousands, except share data) (Unaudited) 3/31/2024 6/30/2024 9/30/2024 12/31/2024 3/31/2025 6/30/2025 9/30/2025 12/31/2025 Revenue $ 17,511 $ 19,056 $ 19,057 $ 19,565 $ 22,003 $ 21,774 $ 23,083 $ 23,392 Costs and expenses: Cost of revenue (exclusive of depreciation and amortization) 3,756 3,455 3,314 3,472 3,661 3,501 3,622 3,891 Sales and marketing expenses 3,712 4,406 4,817 4,900 5,407 5,622 5,402 5,319 General and administrative expenses 5,790 5,750 5,994 8,341 6,174 7,253 6,777 9,813 Depreciation and amortization 2,270 2,377 2,434 2,481 2,550 2,647 2,706 2,769 Total costs and expenses 15,528 15,988 16,559 19,194 17,792 19,023 18,507 21,792 Income from operations 1,983 3,068 2,498 371 4,211 2,751 4,576 1,600 Interest income 365 314 353 368 308 339 386 387 Income before income taxes 2,348 3,382 2,851 739 4,519 3,090 4,962 1,987 Income tax expense (benefit) 564 745 1,132 (124 ) 1,079 404 749 (828 ) Net income $ 1,784 $ 2,637 $ 1,719 $ 863 $ 3,440 $ 2,686 $ 4,213 $ 2,815 Earnings per share: Basic $ 0.13 $ 0.19 $ 0.12 $ 0.06 $ 0.25 $ 0.19 $ 0.30 $ 0.20 Diluted $ 0.13 $ 0.19 $ 0.12 $ 0.06 $ 0.24 $ 0.18 $ 0.29 $ 0.19 Weighted average shares outstanding: Basic 13,997,064 13,780,074 13,782,476 13,900,091 13,998,028 14,018,629 14,027,994 14,101,986 Diluted 14,164,506 14,051,466 14,311,575 14,366,545 14,491,713 14,553,282 14,618,657 14,554,080 Three Months Ended (In thousands) (Unaudited) 3/31/2024 6/30/2024 9/30/2024 12/31/2024 3/31/2025 6/30/2025 9/30/2025 12/31/2025 Net income $ 1,784 $ 2,637 $ 1,719 $ 863 $ 3,440 $ 2,686 $ 4,213 $ 2,815 Interest income (365 ) (314 ) (353 ) (368 ) (308 ) (339 ) (386 ) (387 ) Income tax expense (benefit) 564 745 1,132 (124 ) 1,079 404 749 (828 ) Depreciation and amortization 2,270 2,377 2,434 2,481 2,550 2,647 2,706 2,769 Share-based compensation expense 1,402 1,393 1,657 1,496 1,596 1,827 1,706 1,371 Litigation costs 27 (27 ) 7 117 9 4 60 208 Acquisition-related costs 7 - - - - 370 (12 ) - Write-off of long-lived assets - - 82 3 2 1 - - Adjusted EBITDA $ 5,689 $ 6,811 $ 6,678 $ 4,468 $ 8,368 $ 7,600 $ 9,036 $ 5,948 Revenue $ 17,511 $ 19,056 $ 19,057 $ 19,565 $ 22,003 $ 21,774 $ 23,083 $ 23,392 Net income margin 10 % 14 % 9 % 4 % 16 % 12 % 18 % 12 % Adjusted EBITDA margin 32 % 36 % 35 % 23 % 38 % 35 % 39 % 25 % 33 Three Months Ended (In thousands, except share data) (Unaudited) 3/31/2024 6/30/2024 9/30/2024 12/31/2024 3/31/2025 6/30/2025 9/30/2025 12/31/2025 Net income $ 1,784 $ 2,637 $ 1,719 $ 863 $ 3,440 $ 2,686 $ 4,213 $ 2,815 Share-based compensation expense 1,402 1,393 1,657 1,496 1,596 1,827 1,706 1,371 Amortization of share-based compensation capitalized in intangible assets 364 380 394 402 409 413 413 411 Acquisition-related costs 7 - - - - 370 (12 ) - Litigation costs 27 (27 ) 7 117 9 4 60 208 Write-off of long-lived assets - - 82 3 2 1 - - Tax effect of adjustments (1) (136 ) (279 ) (418 ) (879 ) (347 ) (759 ) (423 ) (1,744 ) Adjusted net income $ 3,448 $ 4,104 $ 3,441 $ 2,002 $ 5,109 $ 4,542 $ 5,957 $ 3,061 Earnings per share: Basic $ 0.13 $ 0.19 $ 0.12 $ 0.06 $ 0.25 $ 0.19 $ 0.30 $ 0.20 Diluted $ 0.13 $ 0.19 $ 0.12 $ 0.06 $ 0.24 $ 0.18 $ 0.29 $ 0.19 Adjusted earnings per share: Basic $ 0.25 $ 0.30 $ 0.25 $ 0.14 $ 0.36 $ 0.32 $ 0.42 $ 0.22 Diluted $ 0.24 $ 0.29 $ 0.24 $ 0.14 $ 0.35 $ 0.31 $ 0.41 $ 0.21 Weighted average shares outstanding: Basic 13,997,064 13,780,074 13,782,476 13,900,091 13,998,028 14,018,629 14,027,994 14,101,986 Diluted 14,164,506 14,051,466 14,311,575 14,366,545 14,491,713 14,553,282 14,618,657 14,554,080 (1) We refined the methodology for calculating the tax effect of adjustments used in arriving at non-GAAP adjusted net income.
You can identify forward-looking statements by the fact that these statements do not relate strictly to historical or current matters. Rather, forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date they are made.
You can identify forward-looking statements by the fact that these statements do not relate strictly to historical or current matters. Rather, forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date they are made.
Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements.
Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements.
When these industries or the broader financial markets experience a downturn, demand for our services and revenue may be adversely affected. • We could lose our access to data sources which could prevent us from providing our services. • We must adequately protect our intellectual property in order to prevent loss of valuable proprietary information. • We face intense competition from both start-up and established companies that may have significant advantages over us and our products. • There may be further consolidation in our end-customer markets, which may adversely affect our revenue. • To the extent the availability of free or relatively inexpensive consumer and/or business information increases, the demand for some of our services may decrease. • If our newer products do not achieve market acceptance, revenue growth may suffer. • Our products and services can have long sales and implementation cycles, which may result in substantial expenses before realizing any associated revenue. • If our outside service providers and key vendors are not able to or do not fulfill their service obligations, our operations could be disrupted and our operating results could be harmed. • Consolidation in the data and analytics sector may limit market acceptance of our products and services. • We may incur substantial expenses defending against claims of infringement. • Environmental issues, including any future reporting obligations in connection with environmental issues, may adversely impact our business and operations. • Our stock price has been and may continue to be volatile, and the value of an investment in our common stock may decline. • Future issuances of shares of our common stock in connection with acquisitions or pursuant to our stock incentive plan could have a dilutive effect on your investment. • The concentration of our stock ownership may limit individual stockholder ability to influence corporate matters. • We are no longer an “emerging growth company,” however, we are still a “smaller reporting company,” and the reduced disclosure requirements applicable to smaller reporting companies may make our common stock less attractive to investors. 37 • We expect that we may need additional capital in the future; however, such capital may not be available to us on reasonable terms, if at all, when or as we require additional funding.
When these industries or the broader financial markets experience a downturn, demand for our services and revenue may be adversely affected. • We could lose our access to data sources which could prevent us from providing our services. • We must adequately protect our intellectual property in order to prevent loss of valuable proprietary information. • We face intense competition from both start-up and established companies that may have significant advantages over us and our products. • There may be further consolidation in our end-customer markets, which may adversely affect our revenue. • To the extent the availability of free or relatively inexpensive consumer and/or business information increases, the demand for some of our services may decrease. • If our newer products do not achieve market acceptance, revenue growth may suffer. 39 • Our products and services can have long sales and implementation cycles, which may result in substantial expenses before realizing any associated revenue. • If our outside service providers and key vendors are not able to or do not fulfill their service obligations, our operations could be disrupted and our operating results could be harmed. • Consolidation in the data and analytics sector may limit market acceptance of our products and services. • We may incur substantial expenses defending against claims of infringement. • Environmental issues, including any future reporting obligations in connection with environmental issues, may adversely impact our business and operations. • Our stock price has been and may continue to be volatile, and the value of an investment in our common stock may decline. • Future issuances of shares of our common stock in connection with acquisitions or pursuant to our stock incentive plan could have a dilutive effect on your investment. • The concentration of our stock ownership may limit individual stockholder ability to influence corporate matters. • We are a “smaller reporting company,” and the reduced disclosure requirements applicable to smaller reporting companies may make our common stock less attractive to investors. • We expect that we may need additional capital in the future; however, such capital may not be available to us on reasonable terms, if at all, when or as we require additional funding.
The Stock Repurchase Program does not obligate the Company to repurchase any shares and may be modified, suspended, or terminated at any time and for any reason at the discretion of the Board of Directors.
The Stock Repurchase Program does not obligate the Company to repurchase any shares and it may be modified, suspended, or terminated at any time and for any reason at the discretion of the Board of Directors.
These factors include the following: • Our products and services are highly technical and if they contain undetected errors, our business could be adversely affected and we may have to defend lawsuits or pay damages in connection with any alleged or actual failure of our products and services. • If we fail to respond to rapid technological changes in the data and analytics sector, we may lose customers and/or our products and/or services may become obsolete. • Because our networks and information technology systems are critical to our success, if unauthorized persons access our systems or our systems otherwise cease to function properly, our operations could be adversely affected and we could lose revenue or proprietary information, all of which could materially adversely affect our business. • Data security and integrity are critically important to our business, and breaches of security, unauthorized access to or disclosure of confidential information, disruption, including distributed denial of service (“DDoS”) attacks or the perception that confidential information is not secure, could result in a material loss of business, substantial legal liability or significant harm to our reputation. • If we fail to maintain and improve our systems, our certifications, our technology, and our interfaces with data and customers, demand for our services could be adversely affected. • Issues in the development and use of artificial intelligence may result in reputational harm, liability, or other adverse consequences to our business. • Our business is subject to various governmental regulations, laws, and orders, compliance with which may cause us to incur significant expenses or reduce the availability or effectiveness of our solutions, and the failure to comply with which could subject us to civil or criminal penalties or other liabilities. • The outcome of litigation, inquiries, investigations, examinations, or other legal proceedings in which we are involved, in which we may become involved, or in which our customers or competitors are involved, could subject us to significant monetary damages or restrictions on our ability to do business. 36 • Our bylaws designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain actions, including derivative actions, which could limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company and its directors, officers, other employees, or the Company's stockholders, and may discourage lawsuits with respect to such claims. • Our future operating results remain uncertain. • We depend, in part, on strategic alliances and joint ventures to grow our business.
These factors include the following: • Our products and services are highly technical and if they contain undetected errors, our business could be adversely affected and we may have to defend lawsuits or pay damages in connection with any alleged or actual failure of our products and services. • If we fail to respond to rapid technological changes in the data and analytics sector, we may lose customers and/or our products and/or services may become obsolete. 38 • Because our networks and information technology systems are critical to our success, if unauthorized persons access our systems or our systems otherwise cease to function properly, our operations could be adversely affected and we could lose revenue or proprietary information, all of which could materially adversely affect our business. • Data security and integrity are critically important to our business, and breaches of security, unauthorized access to or disclosure of confidential information, disruption, including DDoS attacks or the perception that confidential information is not secure, could result in a material loss of business, substantial legal liability or significant harm to our reputation. • If we fail to maintain and improve our systems, our certifications, our technology, and our interfaces with data and customers, demand for our services could be adversely affected. • Issues in the development and use of artificial intelligence and generative artificial intelligence may result in reputational harm, liability, or other adverse consequences to our business. • Our business is subject to various governmental regulations, laws, and orders, compliance with which may cause us to incur significant expenses or reduce the availability or effectiveness of our solutions, and the failure to comply with which could subject us to civil or criminal penalties or other liabilities. • The outcome of litigation, inquiries, investigations, examinations, or other legal proceedings in which we are involved, in which we may become involved, or in which our customers or competitors are involved, could subject us to significant monetary damages or restrictions on our ability to do business. • Our bylaws designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain actions, including derivative actions, which could limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company and its directors, officers, other employees, or the Company's stockholders, and may discourage lawsuits with respect to such claims. • Our future operating results remain uncertain. • We depend, in part, on strategic alliances and joint ventures to grow our business.
Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements. These factors include those contained in Part I, “Item 1A. Risk Factors” of this 2024 Form 10-K. We do not undertake any obligation to update forward-looking statements, except as required by law.
Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements. These factors include those contained in Part I, “Item 1A. Risk Factors” of this 2025 Form 10-K. We do not undertake any obligation to update forward-looking statements, except as required by law.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This 2024 Form 10-K contains certain “forward-looking statements” within the meaning of the PSLRA, Section 27A of the Securities Act, and Section 21E of the Exchange Act. Such forward-looking statements contain information about our expectations, beliefs or intentions regarding our product development and commercialization efforts, business, financial condition, results of operations, strategies or prospects.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This 2025 Form 10-K contains certain “forward-looking statements” within the meaning of the PSLRA, Section 27A of the Securities Act, and Section 21E of the Exchange Act. Such forward-looking statements contain information about our expectations, beliefs or intentions regarding our product development and commercialization efforts, business, financial condition, results of operations, strategies or prospects.
Shares of common stock withheld as payment of withholding taxes in connection with the vesting of equity awards are also treated as common stock repurchases. Those withheld shares of common stock are not required to be disclosed under Item 703 of Regulation S-K and accordingly are excluded from the amounts mentioned above. It em 6. [Reserved]. 22 It em 7.
Shares of common stock withheld as payment of withholding taxes in connection with the vesting of equity awards are also treated as common stock repurchases. Those withheld shares of common stock are not required to be disclosed under Item 703 of Regulation S-K and accordingly are excluded from the amounts mentioned above. It em 6. [Reserved]. 23 It em 7.
The way we measure adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted earnings per share, adjusted gross profit, adjusted gross margin, and FCF may not be comparable to similarly titled measures presented by other companies, and may not be identical to corresponding measures used in our various agreements. 31 Quarterly Financial Data (unaudited) The following tables set forth the Company's unaudited quarterly consolidated statements of operations data and reconciliations of certain directly comparable US GAAP financial measures to non-GAAP financial measures, including adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted earnings per share, adjusted gross profit, adjusted gross margin, and FCF for each of the eight quarters in the two-year period ended December 31, 2024.
The way we measure adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted earnings per share, adjusted gross profit, adjusted gross margin, and FCF may not be comparable to similarly titled measures presented by other companies, and may not be identical to corresponding measures used in our various agreements. 32 Quarterly Financial Data (unaudited) The following tables set forth the Company's unaudited quarterly consolidated statements of operations data and reconciliations of certain directly comparable US GAAP financial measures to non-GAAP financial measures, including adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted earnings per share, adjusted gross profit, adjusted gross margin, and FCF for each of the eight quarters in the two-year period ended December 31, 2025.
The Company has prepared the quarterly unaudited consolidated statements of operations data on a basis consistent with the audited consolidated financial statements included elsewhere in this 2024 Form 10-K. In the opinion of management, the financial information in these tables reflects all adjustments, consisting only of normal recurring adjustments, which management considers necessary for a fair presentation of this data.
The Company has prepared the quarterly unaudited consolidated statements of operations data on a basis consistent with the audited consolidated financial statements included elsewhere in this 2025 Form 10-K. In the opinion of management, the financial information in these tables reflects all adjustments, consisting only of normal recurring adjustments, which management considers necessary for a fair presentation of this data.
Based on our historical knowledge of the contracts contained in this portfolio and the similar nature and characteristics of the customers, we have concluded the financial statement effects are not materially different than if accounting for revenue on a contract by contract basis. 25 Revenue is recognized over a period of time.
Based on our historical knowledge of the contracts contained in this portfolio and the similar nature and characteristics of the customers, we have concluded the financial statement effects are not materially different than if accounting for revenue on a contract by contract basis. 26 Revenue is recognized over a period of time.
This 2024 Form 10-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”), Section 27A of the Securities Act, and Section 21E of the Exchange Act, about our expectations, beliefs, or intentions regarding our business, financial condition, results of operations, strategies, or prospects.
This 2025 Form 10-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”), Section 27A of the Securities Act, and Section 21E of the Exchange Act, about our expectations, beliefs, or intentions regarding our business, financial condition, results of operations, strategies, or prospects.
Our performance obligation is to provide on demand information and identity intelligence solutions to our customers by leveraging our proprietary technology and applying machine learning and advanced analytics to our massive data repository. The pricing for the customer contracts is based on usage, a monthly fee, or a combination of both.
Our performance obligation is to provide on demand information and identity intelligence solutions to our customers by leveraging our proprietary technology and applying machine learning and advanced analytics to our extensive data repository. The pricing for the customer contracts is based on usage, a monthly fee, or a combination of both.
On October 1, 2024 and 2023, we performed qualitative assessments on the reporting unit and, based on this assessment, no events have occurred to indicate that it is more likely than not that the fair value of the reporting unit is less than its carry amount.
On October 1, 2025 and 2024, we performed qualitative assessments on the reporting unit and, based on this assessment, no events have occurred to indicate that it is more likely than not that the fair value of the reporting unit is less than its carry amount.
We did not record an impairment loss of long-lived assets during the years ended December 31, 2024 and 2023. 27 Share-based compensation We account for share-based compensation to employees in accordance with ASC 718, “Compensation—Stock Compensation.” Under ASC 718, we measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award and, for those awards subject only to service condition, recognizes the costs on a straight-line basis over the period the employee is required to provide service in exchange for the award, which generally is the vesting period.
We did not record an impairment loss of long-lived assets during the years ended December 31, 2025 and 2024. 28 Share-based compensation We account for share-based compensation to employees in accordance with ASC 718, “Compensation—Stock Compensation.” Under ASC 718, we measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award and, for those awards subject only to service condition, recognizes the costs on a straight-line basis over the period the employee is required to provide service in exchange for the award, which generally is the vesting period.
This information should be read in conjunction with the audited consolidated financial statements and related notes included elsewhere in this 2024 Form 10-K. The results of historical periods are not necessarily indicative of the results for any future period.
This information should be read in conjunction with the audited consolidated financial statements and related notes included elsewhere in this 2025 Form 10-K. The results of historical periods are not necessarily indicative of the results for any future period.
We define a user of FOREWARN as a unique person that has a subscription to use the FOREWARN service as of the last day of the period. A unique person can only have one user account. 23 We generate substantially all of our revenue from licensing our solutions.
We define a user of FOREWARN as a unique person that has a subscription to use the FOREWARN service as of the last day of the period. A unique person can only have one user account. 24 We generate substantially all of our revenue from licensing our solutions.
We believe adjusted gross profit provides useful information to our investors by eliminating the impact of non-cash depreciation and amortization, and specifically the amortization of software developed for internal use, providing a baseline of our core operating results that allow for analyzing trends in our underlying business consistently over multiple periods.
We believe adjusted gross profit provides useful information to our investors by eliminating the impact of certain non-cash depreciation and amortization, and primarily the amortization of software developed for internal use, providing a baseline of our core operating results that allow for analyzing trends in our underlying business consistently over multiple periods.
The amount of the allowance for doubtful accounts was $0.2 million as of December 31, 2024 and 2023, which was included within accounts receivable, net, in the consolidated balance sheets. Income taxes We account for income taxes in accordance with ASC 740, “Income Taxes,” which requires the use of the asset and liability method of accounting for income taxes.
The amount of the allowance for doubtful accounts was $0.2 million as of December 31, 2025 and 2024, which was included within accounts receivable, net, on the consolidated balance sheets. Income taxes We account for income taxes in accordance with ASC 740, “Income Taxes,” which requires the use of the asset and liability method of accounting for income taxes.
Management’s Discussion and Analysis of Financial Condition and Results of Operations. You should read the following discussion in conjunction with our consolidated financial statements and related notes included in this 2024 Form 10-K.
Management’s Discussion and Analysis of Financial Condition and Results of Operations. You should read the following discussion in conjunction with our consolidated financial statements and related notes included in this 2025 Form 10-K.
As of December 31, 2024, the current and noncurrent portion unbilled accounts receivable of $0.9 million and $1.1 million, respectively, were included within accounts receivable and other noncurrent assets, respectively, on the consolidated balance sheets.
As of December 31, 2025, the current and noncurrent portion unbilled accounts receivable of $1.1 million and $0.9 million, respectively, were included within accounts receivable and other noncurrent assets, respectively, on the consolidated balance sheets.
If a customer pays consideration before we transfer services to the customer, those amounts are classified as deferred revenue. As of December 31, 2024 and 2023, the balance of deferred revenue was $0.7 million, all of which is expected to be realized in the next 12 months.
If a customer pays consideration before we transfer services to the customer, those amounts are classified as deferred revenue. As of December 31, 2025, 2024 and 2023, the balance of deferred revenue was $1.0 million, $0.7 million and $0.7 million, respectively, all of which is expected to be realized in the next 12 months.
We concluded that, due to our established historical cumulative positive income before income taxes plus permanent differences for the recent years, projections of future taxable income, and the reversal of taxable temporary differences, the realization of the deferred tax assets as of December 31, 2024 and 2023 is more likely than not. 26 ASC 740 clarifies the accounting for uncertain tax positions.
We concluded that, due to our established historical cumulative positive income before income taxes plus permanent differences for the recent years, projections of future taxable income, and the reversal of taxable temporary differences, the realization of the deferred tax assets as of December 31, 2025 and 2024 is more likely than not. 27 ASC 740 clarifies the accounting for uncertain tax positions.
We did not record a goodwill impairment loss during the years ended December 31, 2024 and 2023, and as of December 31, 2024, there was no accumulated goodwill impairment loss.
We did not record a goodwill impairment loss during the years ended December 31, 2025 and 2024, and as of December 31, 2025, there was no accumulated goodwill impairment loss.
Adjusted EBITDA is a non-GAAP financial measure equal to net income (loss), the most directly comparable financial measure based on US GAAP, excluding interest income, income tax (benefit) expense, depreciation and amortization, share-based compensation expense, litigation costs, and write-off of long-lived assets and others. We define adjusted EBITDA margin as adjusted EBITDA as a percentage of revenue.
Adjusted EBITDA is a non-GAAP financial measure equal to net income, the most directly comparable financial measure based on US GAAP, excluding interest income, income tax (benefit) expense, depreciation and amortization, share-based compensation expense, acquisition-related costs, litigation costs, and write-off of long-lived assets. We define adjusted EBITDA margin as adjusted EBITDA as a percentage of revenue.
In relation to the deferred revenue balance as of December 31, 2023, $0.7 million was recognized into revenue during the year ended December 31, 2024.
In relation to the deferred revenue balance as of December 31, 2024, $0.7 million was recognized into revenue during the year ended December 31, 2025.
As of December 31, 2024, no amortization of share-based compensation expense has been recognized for 95,000 RSUs subject to Criteria Four, as defined in Note 10, “Share-based compensation,” included in “Notes to Consolidated Financial Statements,” because the Company determined that it is not probable that related performance criteria will be met.
As of December 31, 2025, no share-based compensation expense has been recognized for 70,000 RSUs subject to the 2024 Performance Criteria, as defined in Note 10, “Share-based compensation,” included in “Notes to Consolidated Financial Statements,” because the Company determined that it is not probable that related performance criteria will be met.
Revenue pursuant to pricing contracts containing a monthly fee is recognized ratably over the contract period. Pricing contracts are generally annual contracts or longer, with auto renewal. For the years ended December 31, 2024 and 2023, 77% and 79% of total revenue was attributable to customers with pricing contracts, respectively, versus 23% and 21% attributable to transactional customers, respectively.
Revenue pursuant to pricing contracts containing a monthly fee is recognized ratably over the contract period. Pricing contracts are generally annual contracts or longer, with auto renewal. For the years ended December 31, 2025 and 2024, 76% and 77% of total revenue was attributable to customers with pricing contracts, respectively, versus 24% and 23% attributable to transactional customers, respectively.
Legislation or industry regulations regarding consumer or private sector privacy issues could place restrictions upon the collection, sharing, and use of information that is currently legally available, which could materially increase our cost of collecting and maintaining some data.
Laws or regulations regarding consumer privacy issues could place restrictions upon the collection, sharing, and use of information that is currently legally available, which could materially increase our cost of collecting and maintaining some data.
We continue to enhance the breadth and depth of our data through the addition and expansion of relationships with key data suppliers, including our largest data supplier, which accounted for 45% and 48% of our total data acquisition costs for the years ended December 31, 2024 and 2023, respectively.
We continue to enhance the breadth and depth of our data by the addition and expansion of relationships with key data suppliers, including our largest data supplier, which accounted for 45% of our total data acquisition costs for the years ended December 31, 2025 and 2024.
For the years ended December 31, 2024 and 2023, 77% and 79% of total revenue was attributable to customers with pricing contracts, respectively, versus 23% and 21% attributable to transactional customers, respectively. Pricing contracts are generally annual contracts or longer, with auto renewal.
For the years ended December 31, 2025 and 2024, 76% and 77% of total revenue was attributable to customers with pricing contracts, respectively, versus 24% and 23% attributable to transactional customers, respectively. Pricing contracts are generally annual contracts or longer, with auto renewal.
Cash flows used in investing activities . For the years ended December 31, 2024 and 2023, net cash used in investing activities was $9.6 million and $9.1 million, respectively, primarily as a result of capitalized costs included in intangible assets. Cash flows used in financing activities .
Cash flows used in investing activities For the years ended December 31, 2025 and 2024, net cash used in investing activities was $11.2 million and $9.6 million, respectively, primarily as a result of capitalized costs included in intangible assets.
Under this standard, revenue is recognized when control of goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.
Under this standard, revenue is recognized when control of goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.
As of December 31, 2023, the current and noncurrent portion unbilled accounts receivable of $0.8 and $0.4, respectively, were included within accounts receivable and other noncurrent assets, respectively, on the consolidated balance sheets. Our revenue arrangements do not contain significant financing components.
As of December 31, 2024, the current and noncurrent portion unbilled accounts receivable of $0.9 million and $1.1 million, respectively, were included within accounts receivable and other noncurrent assets, respectively, on the consolidated balance sheets. Our revenue arrangements do not contain significant financing components.
FOREWARN is an app-based solution currently tailored for the real estate industry, providing instant knowledge prior to face-to-face engagement with a consumer, helping professionals identify and mitigate risk. As of December 31, 2024 and 2023, IDI had 8,926 and 7,875 billable customers and FOREWARN had 303,418 and 185,380 users, respectively.
FOREWARN is an app-based solution currently tailored for the real estate industry, providing instant knowledge prior to face-to-face engagement with a consumer, helping professionals identify and mitigate risk. As of December 31, 2025 and 2024, IDI had 10,022 and 8,926 billable customers, respectively, and FOREWARN had 390,018 and 303,418 users, respectively.
As of December 31, 2024, $22.3 million of revenue is expected to be recognized in the future for performance obligations that are unsatisfied or partially unsatisfied, related to pricing contracts that have a term of more than 12 months, of which $11.3 million of revenue will be recognized in 2025, $6.5 million in 2026, $3.8 million in 2027, $0.6 million in 2028, and $0.1 million in 2029.
As of December 31, 2025, $23.8 million of revenue is expected to be recognized in the future for performance obligations that are unsatisfied or partially unsatisfied, related to pricing contracts that have a term of more than 12 months, of which $12.7 million of revenue will be recognized in 2026, $8.0 million in 2027, $2.4 million in 2028, $0.6 million in 2029, and $0.1 million in 2030 and thereafter.
Our AI/ML-driven identity intelligence platform, CORE TM , is purpose-built for the enterprise, yet flexible enough for organizations of all sizes, bringing clarity to massive datasets by transforming data into intelligence. We drive workflow efficiency and enable organizations to make better data-driven decisions. Organizations are challenged by the structure, volume, velocity, and disparity of data.
Our cloud-native, AI-enabled identity intelligence platform, CORE TM , is purpose-built for the enterprise, yet flexible enough for organizations of all sizes, bringing clarity to massive datasets by transforming data into intelligence. We drive workflow efficiency and enable organizations to make better data-driven decisions.
We define adjusted earnings per share as adjusted net income divided by the weighted average shares outstanding. We define adjusted gross profit as revenue less cost of revenue (exclusive of depreciation and amortization), and adjusted gross margin as adjusted gross profit as a percentage of revenue.
We define adjusted earnings per share as adjusted net income divided by the weighted average shares outstanding. We define adjusted gross profit as gross profit plus depreciation and amortization of certain intangible assets, and adjusted gross margin as adjusted gross profit as a percentage of revenue.
For the years ended December 31, 2024 and 2023, our general and administrative expenses consisted primarily of personnel-related expenses of $13.8 million and $11.8 million, share-based compensation expense of $5.3 million and $4.9 million, and professional fees of $4.2 million and $3.2 million, respectively. Depreciation and amortization .
For the years ended December 31, 2025 and 2024, general and administrative expenses consisted primarily of: • personnel-related expenses of $16.5 million and $13.8 million, respectively; • share-based compensation expense of $5.7 million and $5.3 million, respectively; and • professional fees of $5.3 million and $4.2 million, respectively.
These types of legislation or industry regulations could also prohibit us from collecting or disseminating certain types of data, which could adversely affect our ability to meet our customers’ requirements and our profitability and cash flow targets. 24 Company Specific Trends and Uncertainties Our operating results are also directly affected by company-specific factors, including the following: • Some of our competitors have substantially greater financial, technical, sales and marketing resources, better name recognition, and a larger customer base.
New laws or regulations could also prohibit us from collecting or disseminating certain types of data, restrict our ability to utilize certain technologies, or prevent us from licensing our services in support of particular customer use cases, which could adversely affect our ability to meet our customers’ requirements and our profitability and cash flow targets. 25 Company Specific Trends and Uncertainties Our operating results are also directly affected by company-specific factors, including the following: • Some of our competitors have substantially greater financial, technical, sales and marketing resources, better name recognition, and a larger customer base.
Except for the above-mentioned Special Cash Dividend, we have not declared or paid other dividends or made any other distributions in respect of our common stock since March 27, 2018. There is no assurance that we will continue to declare or pay cash dividends in the future.
Except for the Dividend, we have not declared or paid other dividends or made any other distributions in respect of our common stock since March 27, 2018. There is no assurance that we will continue to declare or pay cash dividends in the future. As of February 27, 2026, there were 14,109,914 shares of our common stock issued and outstanding.
On December 3, 2024, we declared the Special Cash Dividend on our common stock of $0.30 per share, payable on or about February 14, 2025, to shareholders of record as of the close of business on January 31, 2025.
On December 3, 2024, we declared the Dividend of $0.30 per share on our common stock to shareholders of record as of January 31, 2025.
The increasing number and complexity of regulations centered around data and provision of information services makes operations for businesses in the data and analytic sector more challenging. • The enactment of new or amended legislation or industry regulations pertaining to consumer or private sector privacy issues could have a material adverse impact on information and marketing services.
The increasing number and complexity of regulations centered around data and provision of information services makes operations for businesses in the data and analytic sector more challenging. • The enactment of new or amended laws or regulations pertaining to consumer privacy issues or further limiting the use of certain technologies (such as, but not limited to, artificial intelligence) could have a material adverse impact on information and marketing services.
Summary of significant accounting policies - (r) Recently issued accounting standards. ” Fourth Quarter Financial Results For the three months ended December 31, 2024 as compared to the three months ended December 31, 2023: • Total revenue increased 30% to $19.6 million. • Gross profit increased 43% to $13.7 million.
Summary of significant accounting policies - (r) Recently issued accounting standards. ” Fourth Quarter Financial Results For the three months ended December 31, 2025 as compared to the three months ended December 31, 2024: • Total revenue increased 20% to $23.4 million. • Gross profit increased 23% to $16.8 million.
For the year ended December 31, 2024, net cash provided by operating activities was $24.0 million, primarily the result of the net income of $7.0 million, adjusted for certain non-cash items (consisting of share-based compensation expense, depreciation and amortization, write-off of long-lived assets, provision for bad debts, noncash lease expenses, and deferred income tax expense (benefit)) totaling $18.5 million, and the cash used as a result of changes in assets and liabilities of $1.5 million, primarily the result of the increase in accounts receivable, prepaid expenses and other current assets, and other noncurrent assets, and the decrease in operating lease liabilities, which was partially offset by the increase in accounts payable and accrued expenses and other current liabilities.
This was primarily driven by: • net income of $7.0 million; • non-cash adjustments totaling $18.5 million, including share-based compensation expense, depreciation and amortization, write-off of long-lived assets, provision for bad debts, noncash lease expenses, and deferred income tax expense; and • changes in operating assets and liabilities, which resulted in a net use of cash of $1.6 million, primarily due to an increase in accounts receivable, prepaid expenses and other current assets, and other noncurrent assets, and a decrease in operating lease liabilities, partially offset by the increase in accounts payable, and accrued expenses and other current liabilities.
Adjusted net income is a non-GAAP financial measure equal to net income (loss), the most directly comparable financial measure based on US GAAP, excluding share-based compensation expense, amortization of share-based compensation capitalized in intangible assets, and discrete tax items, and including the tax effect of adjustments.
Adjusted net income is a non-GAAP financial measure equal to net income, the most directly comparable financial measure based on US GAAP, adjusted to exclude share-based compensation expense, amortization of share-based compensation capitalized in intangible assets, acquisition-related costs, litigation costs, and write-off of long-lived assets, and to include the tax effect of adjustments.
The increase during the year ended December 31, 2024 was primarily attributable to an increase of $4.1 million in personnel-related expenses, $0.3 million in advertising, marketing and agency expenses, and $0.2 million in share-based compensation expense, which was partially offset by the decrease of $0.7 million in provision for bad debts. General and administrative expenses .
The increase was primarily driven by: • an increase of $2.8 million in personnel-related expenses; • an increase of $0.3 million in advertising, marketing and agency expenses; • an increase of $0.4 million in provision for bad debts, and • an increase of $0.2 million in share-based compensation expense. 35 General and administrative expenses General and administrative expenses increased $4.1 million, or 16%, to $30.0 million for the year ended December 31, 2025, compared to $25.9 million in 2024.
We believe adjusted EBITDA eliminates the uneven effect of considerable amounts of non-cash depreciation and amortization, share-based compensation expense, and the impact of other non-recurring items, providing useful comparisons versus prior periods or forecasts. Adjusted EBITDA margin is calculated as adjusted EBITDA as a percentage of revenue.
We believe adjusted EBITDA eliminates the uneven effect of considerable amounts of non-cash depreciation and amortization, and share-based compensation expense, and the impact of other items not indicative of our ongoing operating performance. Adjusted EBITDA margin is calculated as adjusted EBITDA as a percentage of revenue.
With massive data assets consisting of public record, proprietary, and publicly-available data, our differentiated information and innovative platform and solutions deliver identity intelligence – entities, relationships, affiliations, interactions, and events. Our solutions are used today to enable frictionless commerce, to ensure safety, and to reduce fraud and the concomitant expense borne by society.
With extensive data assets consisting of public record, proprietary, and publicly-available data, our differentiated information and innovative platform and solutions deliver identity intelligence – entities, relationships, affiliations, interactions, and events. Our solutions are used today to enable frictionless commerce, enhance safety, and mitigate fraud and the related financial losses across the markets we serve.
Adjusted EBITDA margin increased to 23% from 18%. • Adjusted net income increased 390% to $1.3 million, which resulted in adjusted earnings of $0.10 and $0.09 per basic and diluted share, respectively. • Cash from operating activities increased 59% to $6.7 million. • Cash and cash equivalents were $36.5 million as of December 31, 2024. 28 Full Year Financial Results For the year ended December 31, 2024 as compared to the year ended December 31, 2023: • Total revenue increased 25% to $75.2 million. • Gross profit increased 33% to $51.8 million.
Adjusted EBITDA margin increased to 25% from 23%. • Adjusted net income increased 53% to $3.1 million, which resulted in adjusted earnings of $0.22 and $0.21 per basic and diluted share, respectively. • Cash from operating activities remained consistent at $6.7 million. • Cash and cash equivalents were $43.6 million as of December 31, 2025. 29 Full Year Financial Results For the year ended December 31, 2025 as compared to the year ended December 31, 2024: • Total revenue increased 20% to $90.3 million. • Gross profit increased 26% to $65.1 million.
Income before income taxes increased $5.5 million or 143% to $9.3 million for the year ended December 31, 2024 from $3.8 million for the year ended December 31, 2023.
Income before income taxes Income before income taxes increased $5.3 million, or 56%, to $14.6 million for the year ended December 31, 2025, compared to $9.3 million in 2024.
Any equity or debt financings, if available at all, may be on terms which are not favorable to us. Off-Balance Sheet Arrangements We do not have any outstanding off-balance sheet guarantees, interest rate swap transactions or foreign currency forward contracts. In addition, we do not engage in trading activities involving non-exchange traded contracts.
However, any such financing, if available, could result in dilution to existing stockholders and may involve terms that are not favorable to the Company. Off-Balance Sheet Arrangements We do not have any outstanding off-balance sheet guarantees, interest rate swap transactions or foreign currency forward contracts. In addition, we do not engage in trading activities involving non-exchange traded contracts.
In accordance with ASC 350-40, “Software—internal use software,” we capitalize eligible costs, including personnel-related expenses, share-based compensation, and travel expenses incurred by relevant employees, and other relevant costs of developing internal-use software that are incurred in the application development stage when developing or obtaining software for internal use.
The Company’s intangible assets include software developed for internal use and acquired intangible assets. Intangible assets have estimated useful lives of 5-10 years. In accordance with ASC 350-40, “Software—internal use software,” we capitalize eligible costs, including personnel-related expenses, share-based compensation, and travel expenses incurred by relevant employees, and other directly attributable costs incurred during the application development stage.
The following is a reconciliation of gross profit, the most directly comparable US GAAP financial measure, to adjusted gross profit: Three Months Ended December 31, Year Ended December 31, (Dollars in thousands) 2024 2023 2024 2023 Revenue $ 19,565 $ 15,061 $ 75,189 $ 60,204 Cost of revenue (exclusive of depreciation and amortization) (3,472 ) (3,337 ) (13,997 ) (13,069 ) Depreciation and amortization of intangible assets (2,431 ) (2,154 ) (9,349 ) (8,119 ) Gross profit 13,662 9,570 51,843 39,016 Depreciation and amortization of intangible assets 2,431 2,154 9,349 8,119 Adjusted gross profit $ 16,093 $ 11,724 $ 61,192 $ 47,135 Gross margin 70 % 64 % 69 % 65 % Adjusted gross margin 82 % 78 % 81 % 78 % 30 The following is a reconciliation of net cash provided by operating activities, the most directly comparable US GAAP measure, to FCF: Three Months Ended December 31, Year Ended December 31, (Dollars in thousands) 2024 2023 2024 2023 Net cash provided by operating activities $ 6,691 $ 4,204 $ 23,960 $ 15,071 Less: Purchase of property and equipment (17 ) (24 ) (169 ) (122 ) Capitalized costs included in intangible assets (2,280 ) (2,103 ) (9,398 ) (9,024 ) Free cash flow $ 4,394 $ 2,077 $ 14,393 $ 5,925 In order to assist readers of our consolidated financial statements in understanding the operating results that management uses to evaluate the business and for financial planning purposes, we present non-GAAP measures of adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted earnings per share, adjusted gross profit, adjusted gross margin, and FCF as supplemental measures of our operating performance.
The following is a reconciliation of gross profit, the most directly comparable US GAAP financial measure, to adjusted gross profit: Three Months Ended December 31, Year Ended December 31, (Dollars in thousands) 2025 2024 2025 2024 Revenue $ 23,392 $ 19,565 $ 90,252 $ 75,189 Cost of revenue (exclusive of depreciation and amortization) (3,891 ) (3,472 ) (14,675 ) (13,997 ) Depreciation and amortization related to cost of revenue (2,703 ) (2,431 ) (10,449 ) (9,349 ) Gross profit 16,798 13,662 65,128 51,843 Depreciation and amortization of certain intangible assets (1) 2,665 2,431 10,292 9,349 Adjusted gross profit $ 19,463 $ 16,093 $ 75,420 $ 61,192 Gross margin 72 % 70 % 72 % 69 % Adjusted gross margin 83 % 82 % 84 % 81 % (1) Depreciation and amortization of certain intangible assets primarily consists of the amortization of capitalized internal-use software development costs, which are included within intangible assets and amortized over their estimated useful lives. 31 The following is a reconciliation of net cash provided by operating activities, the most directly comparable US GAAP financial measure, to FCF: Three Months Ended December 31, Year Ended December 31, (Dollars in thousands) 2025 2024 2025 2024 Net cash provided by operating activities $ 6,689 $ 6,691 $ 29,349 $ 23,960 Less: Purchase of property and equipment (124 ) (17 ) (563 ) (169 ) Capitalized costs included in intangible assets (2,914 ) (2,280 ) (10,593 ) (9,398 ) Free cash flow $ 3,651 $ 4,394 $ 18,193 $ 14,393 In order to assist readers of our consolidated financial statements in understanding the operating results that management uses to evaluate the business and for financial planning purposes, we present non-GAAP measures of adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted earnings per share, adjusted gross profit, adjusted gross margin, and FCF as supplemental measures of our operating performance.
Net income margin decreased to 9% from 22%. • Adjusted EBITDA increased 44% to $23.6 million. Adjusted EBITDA margin increased to 31% from 27%. • Adjusted net income increased 42% to $11.5 million, which resulted in adjusted earnings of $0.83 and $0.82 per basic and diluted share, respectively. • Cash from operating activities increased 59% to $24.0 million.
Net income margin increased to 15% from 9%. • Adjusted EBITDA increased 31% to $31.0 million. Adjusted EBITDA margin increased to 34% from 31%. • Adjusted net income increased 44% to $18.7 million, which resulted in adjusted earnings of $1.33 and $1.30 per basic and diluted share, respectively. • Cash from operating activities increased 22% to $29.3 million.
As of December 31, 2024, we had a total shareholders’ equity balance of $86.6 million. As of December 31, 2024, we had cash and cash equivalents of $36.5 million.
As of December 31, 2025, we had total shareholders’ equity of $100.9 million and cash and cash equivalents of $43.6 million.
Once the software developed for internal use is ready for its intended use, it is amortized on a straight-line basis over its useful life.
Once the software developed for internal use is ready for its intended use, it is amortized on a straight-line basis over its useful life. The acquired intangible assets reflect the acquisition cost of certain data assets for which we have obtained perpetual usage rights.
The increase was primarily attributable to the increase in revenue, decrease in our cost of revenue as a percentage of revenue, and decrease in provision for bad debts of $0.7 million, which was partially offset by the increase in personnel-related expenses of $6.1 million, share-based compensation expense of $0.6 million, professional fees of $1.0 million, and depreciation and amortization of $1.2 million. 34 Income tax expense (benefit) .
The increase was primarily driven by: • an increase of $15.1 million in revenue, partially offset by: • an increase of $0.7 million in cost of revenue (exclusive of depreciation and amortization); • an increase of $5.5 million in personnel-related expenses; • an increase of $1.1 million in professional fees; • an increase of $0.6 million in share-based compensation expense; and • an increase of $1.1 million in depreciation and amortization expense.
Data acquisition costs consist primarily of the costs to acquire data either on a transactional basis or through flat-fee data licensing agreements, including unlimited usage agreements.
Our cost of revenue primarily consists of data acquisition costs, which includes the cost to acquire data under flat-fee licensing agreements, including unlimited usage arrangements, as well as purchases on a transactional basis.
As of February 24, 2025, there were 13,938,623 shares of our common stock issued and outstanding. As of February 24, 2025, there were 23 record holders of our common stock. Recent Sale of Unregistered Securities None.
As of February 27, 2026, there were 18 record holders of our common stock. Recent Sale of Unregistered Securities None.
Adjusted net income is a non-GAAP financial measure equal to net income (loss), excluding share-based compensation expense, amortization of share-based compensation capitalized in intangible assets, and discrete tax items, and including the tax effect of adjustments. We define adjusted earnings per share as adjusted net income divided by the weighted average shares outstanding.
Adjusted net income is a non-GAAP financial measure equal to net income, adjusted to exclude share-based compensation expense, amortization of share-based compensation capitalized in intangible assets, and other items not indicative of our ongoing operating performance, and to include the tax effect of adjustments.
Gross margin increased to 70% from 64%. • Adjusted gross profit increased 37% to $16.1 million. Adjusted gross margin increased to 82% from 78%. • Net income was $0.9 million compared to a net loss of $1.1 million, which resulted in earnings of $0.06 per basic and diluted share.
Gross margin increased to 72% from 70%. • Adjusted gross profit increased 21% to $19.5 million. Adjusted gross margin increased to 83% from 82%. • Net income increased 226% to $2.8 million, which resulted in earnings of $0.20 and $0.19 per basic and diluted share, respectively.
Sales and marketing expenses increased $4.0 million or 29% to $17.8 million for the year ended December 31, 2024 from $13.8 million for the year ended December 31, 2023. Sales and marketing expenses consist of personnel-related expenses, advertising, marketing and agency expenses, travel expenses, and share-based compensation expense, incurred by our sales team, and provision for bad debts.
Sales and marketing expenses include personnel-related expenses, advertising, marketing and agency expenses, travel expenses, and share-based compensation expense incurred by our sales team, and provision for bad debts.
Cost of revenue (exclusive of depreciation and amortization) increased $0.9 million or 7% to $14.0 million for the year ended December 31, 2024 from $13.1 million for the year ended December 31, 2023. Our cost of revenue primarily includes data acquisition costs.
Our FOREWARN user base increased to 390,018 users, up from 303,418 users a year earlier. Cost of revenue (exclusive of depreciation and amortization) Cost of revenue (exclusive of depreciation and amortization) increased $0.7 million, or 5%, to $14.7 million for the year ended December 31, 2025, compared to $14.0 million in 2024.
Net income margin was 4% compared to a net loss margin of 7%. • Adjusted EBITDA increased 68% to $4.5 million.
Net income margin increased to 12% from 4%. • Adjusted EBITDA increased 33% to $5.9 million.
Repurchases of Equity Securities On May 2, 2022, the Board of Directors of the Company authorized the repurchase of up to $5.0 million of the Company's common stock, and subsequently on December 19, 2023 and March 28, 2024, the Board of Directors authorized the repurchase of an additional $5.0 million each, bringing the total authorization to $15.0 million (the "Stock Repurchase Program").
The Dividend, totaling $4.2 million, was paid on February 14, 2025. 37 The Stock Repurchase Program was originally authorized by the Board of Directors on May 2, 2022, permitting repurchases of our common stock from time to time, which was subsequently amended on each of December 19, 2023 and March 28, 2024.
Adjusted gross margin increased to 81% from 78%. • Net income was $7.0 million compared to $13.5 million (inclusive of a one-time deferred income tax benefit of $10.3 million in 2023), which resulted in earnings of $0.51 and $0.50 per basic and diluted share, respectively.
Gross margin increased to 72% from 69%. • Adjusted gross profit increased 23% to $75.4 million. Adjusted gross margin increased to 84% from 81%. • Net income increased 88% to $13.2 million, which resulted in earnings of $0.94 and $0.91 per basic and diluted share, respectively.
The following is a reconciliation of net income (loss), the most directly comparable US GAAP financial measure, to adjusted EBITDA: Three Months Ended December 31, Year Ended December 31, (Dollars in thousands) 2024 2023 2024 2023 Net income (loss) $ 863 $ (1,070 ) $ 7,003 $ 13,529 Interest income (368 ) (387 ) (1,400 ) (1,334 ) Income tax (benefit) expense (124 ) 562 2,317 (9,691 ) Depreciation and amortization 2,481 2,211 9,562 8,352 Share-based compensation expense 1,496 1,328 5,948 5,386 Litigation costs 117 - 124 49 Write-off of long-lived assets and others 3 19 92 77 Adjusted EBITDA $ 4,468 $ 2,663 $ 23,646 $ 16,368 Revenue $ 19,565 $ 15,061 $ 75,189 $ 60,204 Net income (loss) margin 4 % (7 %) 9 % 22 % Adjusted EBITDA margin 23 % 18 % 31 % 27 % 29 The following is a reconciliation of net income (loss), the most directly comparable US GAAP financial measure, to adjusted net income: Three Months Ended December 31, Year Ended December 31, (Dollars in thousands, except share data) 2024 2023 2024 2023 Net income (loss) $ 863 $ (1,070 ) $ 7,003 $ 13,529 Share-based compensation expense 1,496 1,328 5,948 5,386 Amortization of share-based compensation capitalized in intangible assets 299 263 1,152 969 Discrete tax items (1) - - - (10,272 ) Tax effect of adjustments (2) (1,336 ) (251 ) (2,587 ) (1,526 ) Adjusted net income $ 1,322 $ 270 $ 11,516 $ 8,086 Earnings per share: Basic $ 0.06 $ (0.08 ) $ 0.51 $ 0.97 Diluted $ 0.06 $ (0.08 ) $ 0.50 $ 0.96 Adjusted earnings per share: Basic $ 0.10 $ 0.02 $ 0.83 $ 0.58 Diluted $ 0.09 $ 0.02 $ 0.82 $ 0.57 Weighted average shares outstanding: Basic 13,900,091 13,985,426 13,864,797 13,974,125 Diluted (3) 14,366,545 14,307,797 14,125,825 14,134,021 (1) During the three months ended September 30, 2023, a one-time income tax benefit of $10.3 million was recognized as a result of the release of the valuation allowance previously recorded on our deferred tax asset and cumulative research and development tax credit, which were excluded to calculate the adjusted net income.
The following is a reconciliation of net income, the most directly comparable US GAAP financial measure, to adjusted EBITDA: Three Months Ended December 31, Year Ended December 31, (Dollars in thousands) 2025 2024 2025 2024 Net income $ 2,815 $ 863 $ 13,154 $ 7,003 Interest income (387 ) (368 ) (1,420 ) (1,400 ) Income tax (benefit) expense (828 ) (124 ) 1,404 2,317 Depreciation and amortization 2,769 2,481 10,672 9,562 Share-based compensation expense 1,371 1,496 6,500 5,948 Acquisition-related costs - - 358 7 Litigation costs 208 117 281 124 Write-off of long-lived assets - 3 3 85 Adjusted EBITDA $ 5,948 $ 4,468 $ 30,952 $ 23,646 Revenue $ 23,392 $ 19,565 $ 90,252 $ 75,189 Net income margin 12 % 4 % 15 % 9 % Adjusted EBITDA margin 25 % 23 % 34 % 31 % 30 The following is a reconciliation of net income, the most directly comparable US GAAP financial measure, to adjusted net income: Three Months Ended December 31, Year Ended December 31, (Dollars in thousands, except share data) 2025 2024 2025 2024 Net income $ 2,815 $ 863 $ 13,154 $ 7,003 Share-based compensation expense 1,371 1,496 6,500 5,948 Amortization of share-based compensation capitalized in intangible assets 411 402 1,646 1,540 Acquisition-related costs - - 358 7 Litigation costs 208 117 281 124 Write-off of long-lived assets - 3 3 85 Tax effect of adjustments (1) (1,744 ) (879 ) (3,273 ) (1,712 ) Adjusted net income $ 3,061 $ 2,002 $ 18,669 $ 12,995 Earnings per share: Basic $ 0.20 $ 0.06 $ 0.94 $ 0.51 Diluted $ 0.19 $ 0.06 $ 0.91 $ 0.50 Adjusted earnings per share: Basic $ 0.22 $ 0.14 $ 1.33 $ 0.94 Diluted $ 0.21 $ 0.14 $ 1.30 $ 0.92 Weighted average shares outstanding: Basic 14,101,986 13,900,091 14,036,920 13,864,797 Diluted 14,554,080 14,366,545 14,398,047 14,125,825 (1) The tax effect of adjustments is calculated using the expected combined federal and state statutory income tax rate, which was approximately 26.0% for the three months and the years ended December 31, 2025 and 2024.
For the year ended December 31, 2024, net cash used in financing activities was $9.9 million, resulting from the taxes paid related to the net share settlement of vesting of RSUs of $4.1 million, and the result of $5.9 million paid in aggregate for the repurchase of common stock pursuant to a stock repurchase program that the Board of Directors authorized on May 2, 2022 (the "Stock Repurchase Program"), authorizing the repurchase of up to $5.0 million of our common stock.
On November 3, 2025, the Board of Directors further authorized the repurchase of an additional $15.0 million under the Stock Repurchase Program, bringing the total authorization to $30.0 million. For the year ended December 31, 2024, net cash used in financing activities was $9.9 million.
Based on projections of growth in revenue and operating results in the next twelve months, and the available cash and cash equivalents held by us, we believe that we will have sufficient cash resources to finance our operations and expected capital expenditures for the next twelve months. 35 Subject to revenue growth and our ability to generate positive cash flow, we may have to raise capital through the issuance of additional equity and/or debt, which, if we are able to obtain, could have the effect of diluting stockholders.
Based on our projected growth in revenue and operating results over the next twelve months, and the available cash on hand, we believe that our existing resources will be sufficient to fund operations and expected capital expenditures for at least the next twelve months.
A customer is defined as a new customer during the first six months of revenue generation. Base revenue from existing customers represents the total monthly revenue generated from existing customers in a given period that does not exceed the customers' trailing six-month average revenue. A customer is defined as an existing customer six months after their initial month of revenue.
Revenue from new customers represents total monthly revenue generated from customers during their first six full calendar months of revenue contribution. Revenue from existing customers represents total monthly revenue generated from customers beginning in their seventh full calendar month of revenue contribution.
Depreciation and amortization expenses increased $1.2 million or 14% to $9.6 million for the year ended December 31, 2024 from $8.4 million for the year ended December 31, 2023.
Professional fees included $0.4 million and $0, respectively, of acquisition-related costs incurred in connection with the due diligence of potential strategic targets. Depreciation and amortization Depreciation and amortization expenses increased $1.1 million, or 12%, to $10.7 million for the year ended December 31, 2025, compared to $9.6 million in 2024.
For the year ended December 31, 2023, net cash used in financing activities was $5.7 million, the result of $2.0 million in taxes paid related to the net share settlement of vesting of RSUs, and $3.7 million paid in aggregate for the repurchase of common stock pursuant to the Stock Repurchase Program.
This was primarily driven by: • the payment of the Dividend totaling $4.2 million; • taxes paid in connection with the net share settlement of vesting RSUs totaling $6.0 million; and • common stock repurchases totaling $0.9 million, conducted pursuant to our Stock Repurchase Program.
As of December 31, 2024, we had material commitments under certain data licensing agreements of $13.7 million. We anticipate funding our operations using available cash and cash flow generated from operations within the next twelve months.
We expect to fund these commitments, as well as our ongoing operating and capital requirements, using available cash on hand and cash flows generated from operations over the next twelve months. Capital Resources We reported net income of $13.2 million and $7.0 million for the years ended December 31, 2025 and 2024, respectively.
Net income was $7.0 million for the year ended December 31, 2024 compared to $13.5 million (inclusive of a one-time deferred income tax benefit of $10.3 million) for the year ended December 31, 2023, as a result of the foregoing.
For additional information, refer to Note 8, “Income Taxes,” included in “Notes to Consolidated Financial Statements.” 36 Net income Net income increased $6.2 million, or 88%, to $13.2 million for the year ended December 31, 2025, compared to $7.0 million in 2024, as a result of the foregoing.
Also, higher interest rates imposed to combat inflation, may reduce the demand for credit, which may lead to a decline in the volume of services we provide to our customers in the banking or financial industry, or other industries that are affected by these types of disruptions.
In addition, elevated interest rates implemented to curb inflation may reduce the demand for credit, which could in turn lead to lower usage of our services by customers in the banking, financial services, and adjacent industries. Despite these broader market dynamics, inflation has not had a material impact on our financial results to date.
The increase in depreciation and amortization for the year ended December 31, 2024 resulted primarily from the amortization of software developed for internal use that became ready for its intended use after December 31, 2023. Interest income, net .
The increase was primarily driven by the amortization of intangible assets that became ready for their intended use after December 31, 2024. Interest income Interest income remained consistent at $1.4 million for the years ended December 31, 2025 and 2024. The interest income was primarily attributable to yields on money market fund investments.
For the year ended December 31, 2023, net cash provided by operating activities was $15.1 million, primarily the result of the net income of $13.5 million, adjusted for certain non-cash items, as mentioned above, totaling $5.6 million, and the cash used as a result of changes in assets and liabilities of $4.1 million, primarily the result of the increase in accounts receivable and prepaid expenses and other current assets, and the decrease in accounts payable and operating lease liabilities.
This was primarily driven by: • net income of $13.2 million; • non-cash adjustments totaling $19.4 million, including share-based compensation expense, depreciation and amortization, write-off of long-lived assets, provision for bad debts, noncash lease expenses, and deferred income tax expense; and • changes in operating assets and liabilities, which resulted in a net use of cash of $3.2 million, primarily due to an increase in accounts receivable, and prepaid expenses and other current assets, and a decrease in operating lease liabilities, partially offset by the increase in accrued expenses and other current liabilities and deferred revenue.
Removed
The Company did not repurchase any common stock during the three months ended December 31, 2024 pursuant to the Stock Repurchase Program, and the approximate dollar value of shares that may yet be purchased under the Stock Repurchase Program is approximately $4.6 million.

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