Summary
FiscalNote ended fiscal 2025 with a smaller, more indebted business. Fourth quarter revenue fell 24.7% to $22.20 million, and full year revenue declined 20.7% to $95.41 million. The company sold Dragonfly and Oxford Analytica for $40.3 million on March 31, 2025 and TimeBase for $7.4 million on July 1, 2025, removing recurring revenue from the base. Annual recurring revenue was $84.1 million at December 31, 2025, down from $107.5 million a year earlier. Excluding Oxford Analytica, Dragonfly, and TimeBase, ARR at December 31, 2024 was $91.9 million. Net revenue retention was 96% in the quarter ended December 31, 2025, compared with 98% in the quarter ended December 31, 2024.
Profitability deteriorated sharply. The fourth quarter operating loss widened to $18.58 million, and the fourth quarter operating margin was -83.7%, down 64.2 percentage points. For the full year, the operating loss widened to $49.50 million, and the operating margin was -51.9%, down 25.3 percentage points. Fourth quarter net loss widened to $22.87 million. Full year net loss was $65.25 million, a swing to a loss from the prior year. Diluted EPS for the full year was -$4.65, a swing to a loss. A non-cash goodwill impairment charge and costs tied to the 2025 debt refinance weighed on results. Adjusted EBITDA, a non-GAAP measure, was $10.3 million for 2025, compared with $9.8 million in 2024.
Cash generation remains weak. Full year operating cash flow was -$11.44 million, down 116.0% from the prior year. Fourth quarter operating cash flow was -$0.28 million, an improvement of 79.3% from the prior-year quarter. Capital expenditures were $7.20 million for the full year, down 18.9%, and $1.64 million in the fourth quarter, down 18.3%. Deferred revenue was $30.04 million at December 31, 2025, down 15.3% from a year earlier, and remaining performance obligations were $71.99 million, down 22.1%. The shrinking deferred revenue and RPO point to pressure on future recognized revenue.
Management continued to cut costs and reshape the portfolio. The company completed the sale of Dragonfly and Oxford Analytica for $40.3 million in cash on March 31, 2025, and TimeBase for $7.4 million on July 1, 2025. It also sold Board.org for $90.9 million in March 2024 and Aicel for $9.7 million in October 2024. Full-time equivalent headcount fell by about 148 from the start of 2025 through December 31, 2025. The August 2025 debt refinance replaced the prior senior term loan with a $75.0 million 2025 senior term loan, issued $21.0 million of convertible debentures for $18.9 million cash, redeemed $30.0 million of the prior GPO convertible note for $27.0 million, and issued a new $20.4 million GPO convertible note. Management expects about $2.2 million of quarterly cash interest on the 2025 senior term loan based on current SOFR rates and expected principal balances. SOFR was 11.84% at December 31, 2025.
Risks remain elevated. The 2025 senior term loan carries four financial covenants: a minimum cash balance, a minimum annual recurring revenue requirement, an adjusted EBITDA requirement, and a capital expenditure limitation. FiscalNote was in compliance at December 31, 2025. On January 31, 2026, annual recurring revenue fell below the minimum required, and on March 23, 2026 the lenders waived their rights upon default retroactive to January 31, 2026. The company also disclosed that a further decline in its share price after December 31, 2025 could require more goodwill testing and another impairment. Management named customer retention challenges and federal government cuts as pressures on organic subscription revenue. Cost cuts have not yet offset the revenue decline.
FiscalNote is now a smaller policy information company with a lighter cost base and a heavily restructured balance sheet. The trade-off is clear: revenue, ARR, deferred revenue, and RPO are all lower, while debt service and covenant compliance consume management attention. The next few quarters will show whether PolicyNote, political prediction markets, and agentic API offerings can stabilize the top line before the next debt amortization and goodwill test.
Forecast
Reported figures
GAAP, from SEC filings| Metric | Q4 FY2025 | Q3 FY2025 | QoQ | Q4 FY2024 | YoY |
|---|---|---|---|---|---|
| Revenue | $22.2M | $22.4M | -1.0% | $29.5M | -24.7% |
| Research & development | $2.1M | $2.1M | +1.9% | $2.9M | -26.7% |
| Sales & marketing | $5.9M | $6.3M | -5.6% | $7.6M | -21.9% |
| General & administrative | $10.6M | $13.9M | -24.0% | $12.3M | -14.0% |
| Total operating expenses | $40.8M | $32.2M | +26.8% | $35.2M | +15.9% |
| Operating income (loss) | -$18.6M | -$9.7M | -90.7% | -$5.7M | -224.2% |
| Operating margin | -83.7% | -43.4% | -40.2 pp | -19.4% | -64.2 pp |
| Net income (loss) | -$22.9M | -$24.9M | +8.0% | -$13.4M | -70.9% |
| Net margin | -103.0% | -110.8% | +7.8 pp | -45.4% | -57.6 pp |
| Diluted EPS | -$1.63 | -$1.73 | +$0.10 | -$0.10 | -$1.53 |
| Net retention rate | 96.0% | 98.0% | -2.0 pp | 99.0% | -3.0 pp |
Risks
The NYSE may delist the Class A Common Stock if it fails the $1.00 minimum bid price or $15 million average market cap standards. A delisting would trigger an event of default under subordinated convertible indebtedness and a cross-default under the senior secured term loan, and the company states it does not have sufficient cash to satisfy accelerated obligations.
As of December 31, 2025, the company had $136.2 million in aggregate principal debt, including $74.1 million secured under the 2025 Senior Term Loan. Annual recurring revenue was below the minimum covenant as of January 31, 2026, lenders waived default retroactive on March 23, 2026, and the company says further covenant relief may be needed if financial condition does not improve.
U.S. government agency customers represent a material portion of total revenues, and MD&A attributes organic subscription revenue decline partly to Federal government cuts. Prior protracted U.S. government shutdowns have negatively impacted revenues, profitability, and cash flows, and the company expects those effects to worsen if a shutdown becomes increasingly protracted.
Approximately 93% of revenues are subscription-based, and the company depends on renewals while customers can generally cancel with notice. MD&A reports NRR of 96% for Q4 2025 and ARR of $84.1 million at December 31, 2025 compared with $107.5 million at December 31, 2024, citing customer retention challenges.
Risk factors state that competitors' AI platforms such as Claude and ChatGPT and increased free or inexpensive AI-sourced information could result in subscription declines. Larger, well-funded companies such as Bloomberg, Thomson Reuters, RELX, MSCI, Gartner, and S&P may also shift their business models to become direct competitors.
The company recorded a non-cash goodwill impairment charge of $12.4 million in Q4 2025 due to a sustained decrease in share price and changes to internal financial projections. A further decline in market capitalization after December 31, 2025 may require additional goodwill impairment testing and charges.
In Q1 2026 the company announced plans to significantly further reduce costs in core operations, including headcount reductions and offshoring. Risk factors note that cost reduction initiatives may not deliver expected results, may disrupt operations, and could harm employee morale and retention.
The company intends to expand services to political prediction markets, which operate in a complex and evolving regulatory environment. If regulators determine its data activities require licensure, registration, or compliance with gaming, commodities, securities, consumer protection, or AML regimes, the company could face significant compliance costs, fines, restrictions, and litigation.
The company's sales cycle is lengthy, unpredictable, and often requires rigorous pre-purchase evaluation and client due diligence. It plans to continue significant spending on customer acquisition and retention and warns that using AI tooling to automate business development workflows may be unsuccessful.
Future success depends on attracting, retaining, and motivating employees with skills in AI, machine learning, and advanced algorithms. Competition for such talent is intense, and larger companies with more resources pursue top talent aggressively.
Issuance of GPO Shares and Debenture Conversion Shares may cause significant dilution of ownership interests and cause the market price of Class A Common Stock to decline. Warrants have an effective exercise price of $87.82 per share while the December 31, 2025 closing price was $1.47 per share, so the warrants may expire worthless.
SaaS KPIs
All quarters →ARR
Summary, forecast, risks and KPIs are extracted from FiscalNote Holdings, Inc.'s SEC filings for Q4 FY2025 (10-Q / 10-K and the 8-K earnings release); GAAP figures in the summary are checked against the reported XBRL data. They can contain errors; the filings are authoritative. Processed Oct 2, 2026.