UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-396972 FISCALNOTE HOLDINGS, INC. (State or other jurisdiction of incorporation or organization) Delaware 88-3772307 (I.R.S. Employer ...

WASHINGTON--(BUSINESS WIRE)--FiscalNote Holdings, Inc. (NYSE: NOTE), a leading provider of AI- driven policy and regulatory intelligence, today announced that it has entered into an agreement with Good Wolf Studios to support and accelerate the development and monetization of prediction market-related content and interactive user experiences. This initiative represents another step in FiscalNote's broader strategy to participate in the rapidly growing prediction market ecosystem by leveraging its proprietar ...

FiscalNote Expands Access to Its U.S. Policy Intelligence Across Asian Markets Through Partnership with Advisory Arm of Leading Korean Law Firm, D&A LLC Mar 20, 2026 2:14 PM Eastern Daylight Time FiscalNote Expands Access to Its U.S. Policy Intelligence Across Asian Markets Through Partnership with Advisory Arm of Leading Korean Law Firm, D&A LLC Share Memorandum of Understanding (MOU) Establishes Foundation for Long-Term Collaboration to Expand Access to Trusted U.S. Legislative and Regulatory Intelligence ...

分组1 - FiscalNote Holdings, Inc. reported a quarterly loss of $0.66 per share, slightly better than the Zacks Consensus Estimate of a loss of $0.67, and an improvement from a loss of $1.2 per share a year ago, resulting in an earnings surprise of +1.01% [1] - The company posted revenues of $22.2 million for the quarter ended December 2025, missing the Zacks Consensus Estimate by 0.84%, and down from $29.47 million in the same quarter last year [2] - FiscalNote Holdings, Inc. shares have declined approximately 35.4% since the beginning of the year, contrasting with the S&P 500's decline of 3.2% [3] 分组2 - The earnings outlook for FiscalNote Holdings, Inc. is uncertain, with current consensus EPS estimates of -$0.59 on revenues of $22.62 million for the coming quarter and -$1.83 on revenues of $92.81 million for the current fiscal year [7] - The Zacks Industry Rank indicates that the Technology Services sector is currently in the bottom 23% of over 250 Zacks industries, suggesting potential underperformance compared to higher-ranked industries [8]

Financial Data and Key Metrics Changes - Total revenue for Q4 2025 was $22.2 million, within guidance range, with subscription revenue representing approximately 93% of total revenue for the full year [68][70] - Annual Recurring Revenue (ARR) at year-end for 2025 was $84.1 million, down from $107.5 million at the end of 2024, largely due to strategic divestitures [73][74] - GAAP net loss for Q4 was $22.9 million, including a non-cash goodwill impairment charge of $12.4 million [70] - Adjusted EBITDA for Q4 was $2.5 million, marking the 10th consecutive positive quarter for this metric [71] - Full year 2025 adjusted EBITDA totaled $10.3 million, with an adjusted EBITDA margin of 10.8%, up from 8.1% in 2024 [81][82] Business Line Data and Key Metrics Changes - The company completed the migration of customers from the legacy FiscalNote platform to the new PolicyNote platform, achieving a 235% increase in multi-year contracts among private sector customers [71][72] - The sales development efficiency doubled due to the integration of AI technology into daily workflows [72] Market Data and Key Metrics Changes - The prediction market volume in the U.S. expanded from approximately $9 billion in 2024 to roughly $44 billion in 2025, indicating a four-fold increase [52] - Current trends suggest the prediction market could approach a $150 billion annualized run rate in 2026 [52] Company Strategy and Development Direction - The company is focusing on driving adoption and deeper engagement with the PolicyNote platform, delivering proprietary datasets in new ways, and exploring new markets including prediction platforms and agentic APIs [85][86] - A significant workforce transformation program is being rolled out to enhance operational discipline and leverage AI for streamlining internal operations [86] - The company aims to achieve adjusted EBITDA margins exceeding 20% and generate positive free cash flow by the end of Q1 2027 [87][90] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to drive growth through a product-led approach and transition to usage-based pricing models [116] - The company is optimistic about the engagement levels on the PolicyNote platform and expects to see improved retention as customers become more accustomed to the platform [115] Other Important Information - The company has divested several non-core assets, generating $144.9 million in gross cash proceeds, which aligns with its strategy to simplify operations and focus on core business [73][74] - The company is exploring both consumption-based pricing models and hybrid structures to maintain pricing integrity across delivery models [49] Q&A Session Summary Question: Are gross margins sustainable? - Management indicated that technology is helping drive incremental savings, and they expect margin improvement to be driven by higher gross margins over time [95] Question: Any incremental savings from migrating all customers to PolicyNote? - Management confirmed that additional cost savings will come from deprecating the legacy platform's backend, which is included in the operating plan for the year [97] Question: Insights on enterprise versus government versus NGO pipeline health? - Management noted that agentic AI presents a significant opportunity across all sectors, with good success in mid-market and public sector after a rough 2025 [99] Question: Details on enterprise customers that chose not to migrate to PolicyNote? - Management explained that some large enterprises made decisions before migration timelines, influenced by macroeconomic factors [114] Question: Confidence in driving growth with a product-led approach? - Management expressed strong confidence in the value of their data and the potential for new consumption models, including volume-based and hybrid pricing [116]

Financial Data and Key Metrics Changes - Total revenue for Q4 2025 was $22.2 million, within guidance range, with full year 2025 revenue at $95.4 million compared to $120.3 million in 2024 [39][43] - Annual recurring revenue (ARR) at year-end for 2025 was $84.1 million, down from $107.5 million in 2024, primarily due to strategic divestitures [43][44] - Adjusted EBITDA for Q4 was $2.5 million, marking the 10th consecutive positive quarter for this metric, with full year adjusted EBITDA totaling $10.3 million, up from $8.1 million in 2024 [42][49] Business Line Data and Key Metrics Changes - Subscription revenue represented approximately 93% of total revenue for the full year, reinforcing the predictability of the recurring revenue model [40][44] - The sales team increased the share of multi-year contracts among private sector customers from 17% to 40%, a 235% increase year-over-year [42] Market Data and Key Metrics Changes - The prediction market volume in the U.S. expanded from approximately $9 billion in 2024 to roughly $44 billion in 2025, indicating a four-fold increase [30] - Current trends suggest the prediction market could approach a $150 billion annualized run rate in 2026, reflecting significant growth potential [30] Company Strategy and Development Direction - The company is focusing on driving adoption and deeper engagement with the PolicyNote platform, delivering proprietary datasets in new ways, and exploring new markets including prediction platforms and agentic APIs [51] - A workforce transformation plan is being implemented to reduce cash operating expenses by over 19%, with a headcount reduction of approximately 25% year-over-year [8][51] - The company aims to achieve adjusted EBITDA margins exceeding 20% and generate positive free cash flow by the end of Q1 2027 [51][52] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to grow more efficiently as customer consumption models evolve, positioning FiscalNote to take advantage of new growth opportunities [15][36] - The transition to the PolicyNote platform is expected to drive improved retention and stronger customer engagement over time, despite some initial headwinds [21][74] Other Important Information - The company has eliminated over $35 million in annual cash operating expenses over the past three years through strategic focus and operational discipline [8] - The launch of PolicyNote has shown strong usage metrics, with key activity adoption and frequency of use higher compared to the legacy platform [19] Q&A Session Summary Question: Are gross margins sustainable? - Management indicated that technology is helping drive incremental savings, and they expect margin improvement to be driven by higher gross margins over time [57] Question: Any incremental savings from migrating all customers to PolicyNote? - Management confirmed that additional cost savings will come from deprecation of the legacy platform's backend, which is included in the operating plan for the year [59] Question: Insights on enterprise versus government versus NGO pipeline health? - Management noted good success in mid-market and public sector, with expectations for continued growth driven by agentic AI capabilities [61] Question: Update on prediction market opportunities? - Management confirmed that content generation around prediction markets is being developed, with expectations for higher engagement and potential transactional revenue [64] Question: Insights on enterprise customers that chose not to migrate? - Management explained that some large enterprises made decisions before migration timelines, influenced by macroeconomic factors, but engagement levels on PolicyNote remain high [73]

Financial Data and Key Metrics Changes - Total revenue for Q4 2025 was $22.2 million, within guidance range, with full-year revenue at $95.4 million compared to $120.3 million in 2024 [37][41] - Annual recurring revenue (ARR) at year-end 2025 was $84.1 million, down from $107.5 million in 2024, primarily due to strategic divestitures [41][42] - Adjusted EBITDA for Q4 was $2.5 million, marking the 10th consecutive positive quarter for this metric, with full-year adjusted EBITDA totaling $10.3 million, up from $8.1 million in 2024 [39][46] Business Line Data and Key Metrics Changes - Subscription revenue represented approximately 93% of total revenue for the full year, reinforcing the predictability of the recurring revenue model [38] - The sales team increased the share of multi-year contracts among private sector customers from 17% to 40%, a 235% increase year-over-year [40] Market Data and Key Metrics Changes - The prediction market volume in the U.S. expanded from approximately $9 billion in 2024 to roughly $44 billion in 2025, indicating a four-fold increase [28] - The company is positioned to leverage its data and expertise in the rapidly growing prediction market, which could approach a $150 billion annualized run rate in 2026 [28][29] Company Strategy and Development Direction - The company is focusing on driving adoption of the PolicyNote platform and expanding API offerings to enhance product-led growth [11][49] - A workforce transformation plan is being implemented to reduce cash operating expenses by over 19%, including a 25% reduction in headcount [6][8] - The company aims to achieve positive free cash flow by the end of Q1 2027, supported by operational efficiencies and margin improvements [49][51] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to grow more efficiently as customer consumption models evolve, particularly through the use of AI [14][35] - The company anticipates continued progress in 2026, with a forecasted GAAP revenue range of $80-$83 million and adjusted EBITDA of $14-$16 million [49][50] Other Important Information - The company has completed significant divestitures, generating $144.9 million in gross cash proceeds, which aligns with its strategy to simplify operations and focus on core business [42] - The transition to the PolicyNote platform is expected to enhance customer engagement and retention over time [19][70] Q&A Session Summary Question: Are gross margins sustainable? - Management indicated that technology is helping drive incremental savings, suggesting potential for margin improvement over time [54] Question: Any incremental savings from migrating all customers to PolicyNote? - Management confirmed that additional cost savings will come from deprecating the legacy platform's backend, which is included in the operating plan [56] Question: Insights on enterprise versus government versus NGO pipeline health? - Management noted good success in mid-market and public sector, with expectations for growth driven by agentic AI capabilities [58] Question: Details on enterprise customers that chose not to migrate to PolicyNote? - Management explained that some large enterprises made decisions before migration timelines, influenced by macroeconomic factors [65][69] Question: Confidence in driving growth with a product-led approach? - Management expressed strong confidence in the ability to maintain pricing integrity and drive revenue growth through enhanced data accessibility [71]

March 19, 2026 Footnote: Unless otherwise indicated, data presented herein is as of December 31, 2025. 1 FiscalNote: Powering Beer Policy Decisions with AI-Driven Insights Corporate Overview Safe Harbor Statement Safe Harbor Statement Certain statements herein may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or FiscalNote's future financial or operating performance. For exampl ...

Exhibit 99.1 FiscalNote Reports Fourth Quarter and Full Year 2025 Financial Results Total Revenue Meets and Adjusted EBITDA Exceeds Guidance for Q4 and Full Year 2025 AI Deployment and Related Organizational Transformation to Drive Workforce Reduction of Approximately 25%; Company Anticipates Positive Free Cash Flow on a Trailing Twelve Month Basis by End of Q1 2027 New Product Initiatives Take Advantage of Large Growth Opportunities in Agentic AI-Driven Data Consumption and Political Prediction Markets Boa ...

FiscalNote Reports Fourth Quarter and Full Year 2025 Financial Results Mar 19, 2026 4:15 PM Eastern Daylight Time Company To Host Conference Call Today at 5:00 PM ET WASHINGTON--(BUSINESS WIRE)--FiscalNote Holdings, Inc. (NYSE: NOTE) ("FiscalNote†or the "Company†), a global leader in AI-driven policy and regulatory intelligence, today reported financial results for the fourth quarter and full year ended December 31, 2025. The Company reported Q4 2025 revenues of $22.2 million, in line with guidance, and A ...