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© 2025 FiscalNote fiscalnote.com FiscalNote November 6, 2025 1 Powering Better Policy Decisions with AI-Driven Insights Footnote: Unless otherwise indicated, data presented herein is as of September 30, 2025. CORPORATE OVERVIEW
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© 2025 FiscalNote 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 example, statements regarding FiscalNote’s financial outlook for future periods, expectations regarding profitability, capital resources and anticipated growth in the industry in which FiscalNote operates are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “pro forma,” “may,” “should,” “could,” “might,” “plan,” “possible,” “project,” “strive,” “budget,” “forecast,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that may impact such forward-looking statements include: • the risk that a protracted U.S. government shutdown negatively affects FiscalNote’s ability to enter into or renew public sector subscription contracts and generate advertising and events revenue as anticipated; • FiscalNote’s concentration of revenues from U.S. government agencies, changes in the U.S. government spending priorities, dependence on winning or renewing U.S. government contracts, delay, disruption or unavailability of funding on U.S. government contracts, and the U.S. government’s right to modify, delay, curtail or terminate contracts; • FiscalNote’s ability to successfully execute on its strategy to achieve and sustain organic growth through a focus on its core Policy business, including risks to FiscalNote’s ability to develop, enhance, and integrate its existing platforms, products, and services, bring highly useful, reliable, secure and innovative products, product features and services to market, attract new customers, retain existing customers, expand its products and service offerings with existing customers, expand into geographic markets or identify other opportunities for growth; • FiscalNote’s future capital requirements, as well as its ability to service its repayment obligations and maintain compliance with covenants and restrictions under its existing debt agreements; • demand for FiscalNote’s services and the drivers of that demand; • the impact of cost reduction initiatives undertaken by FiscalNote; • risks associated with international operations, including compliance complexity and costs, increased exposure to fluctuations in currency exchange rates, political, social and economic instability, and supply chain disruptions; • FiscalNote’s ability to introduce new features, integrations, capabilities, and enhancements to its products and services, as well as obtain and maintain accurate, comprehensive, or reliable data to support its products and services; • FiscalNote's reliance on third-party systems and data, its ability to integrate such systems and data with its solutions and its potential inability to continue to support integration; • FiscalNote’s ability to maintain and improve its methods and technologies, and anticipate new methods or technologies, for data collection, organization, and analysis to support its products and services; • potential technical disruptions, cyberattacks, security, privacy or data breaches or other technical or security incidents that affect FiscalNote’s networks or systems or those of its service providers; • competition and competitive pressures in the markets in which FiscalNote operates, including larger well -funded companies shifting their existing business models to become more competitive with FiscalNote; • FiscalNote’s ability to comply with laws and regulations in connection with selling products and services to U.S. and foreign governments and other highly regulated industries; • FiscalNote’s ability to retain or recruit key personnel; • FiscalNote’s ability to adapt its products and services for changes in laws and regulations or public perception, or changes in the enforcement of such laws, relating to artificial intelligence, machine learning, data privacy and government contracts; • adverse general economic and market conditions reducing spending on our products and services; • the outcome of any known and unknown litigation and regulatory proceedings; • FiscalNote’s ability to maintain public company-quality internal control over financial reporting; and • FiscalNote’s ability to protect and maintain its brands and other intellectual property rights. These and other factors discussed in FiscalNote’s SEC filings, including its most recent reports on Forms 10-K and 10-Q, particularly the "Risk Factors" sections of those reports, could cause actual results to differ materially from those indicated by the forward-looking statements made herein. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by FiscalNote and its management, are inherently uncertain. Nothing herein should be regarded as a representation by any person that the forward-looking statements set forth herein will occur or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. FiscalNote undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.. FiscalNote assumes no obligation to update such information. 2
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© 2025 FiscalNote Trademarks & Use of Data Trademarks FiscalNote owns or has rights to various trademarks, service marks and trade names it uses in connection with the operation of its businesses. This presentation may also contain trademarks, service marks, trade names and copyrights of third parties, which are the property of their respective owners. The use or display of third parties’ trademarks, service marks, trade names or products in this presentation is not intended to, and does not imply, a relationship with FiscalNote or an endorsement or sponsorship by or of FiscalNote. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this presentation may appear without the TM, SM, * or © symbols, but such references are not intended to indicate, in any way, that FiscalNote will not assert, to the fullest extent under applicable law, its rights or the right of the applicable licensor to these trademarks, service marks, trade names and copyrights. Use of Data This presentation contains information concerning FiscalNote’s products, services and industry, including market size and growth rates of the markets in which FiscalNote participates, that are based on industry surveys and publications or other publicly available information, other third-party survey data and research reports. This information involves many assumptions and limitations; therefore, there can be no guarantee as to the accuracy or reliability of such assumptions and you are cautioned not to give undue weight to this information. Further, no representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any projections or modeling or any other information contained herein. Any data on past performance or modeling contained herein is not an indication as to future performance. This modeling data is subject to change. FiscalNote has not independently verified this third-party information. Similarly, other third-party survey data and research reports commissioned by FiscalNote, while believed by FiscalNote to be reliable, are based on limited sample sizes and have not been independently verified by FiscalNote. In addition, projections, assumptions, estimates, goals, targets, plans and trends of the future performance of the industry in which FiscalNote operates, and its future performance, are necessarily subject to uncertainty and risk due to a variety of factors, including those described above. These and other factors could cause results to differ materially from those expressed in the estimates made by independent parties and by FiscalNote. FiscalNote assumes no obligation to update such information. 3
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4 Deliver subscription based access to essential and proprietary policy data, insights and workflow tools via an AI-driven SaaS platform WHAT WE DO 4
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© 2025 FiscalNote fiscalnote.com SECTION I: Products, Markets, and Customers 5
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© 2025 FiscalNote Large Market With a Growing Need for Solutions 1. Outsell: Market landscape (as of August 12, 2021), denotes estimated TAM in 2020. 2. Outsell: Market landscape (as of April 24, 2023) Increasingly complex world of regulations and policy making Relevant professionals have increasing seniority and responsibility Use of technology and AI is expanding in a rapidly changing environment Opportunity to disrupt manual workflow in large adjacencies No such thing as an unregulated entity anymore Enterprise Info Solutions TAM: $314B1 Legal & Regulatory Info TAM: $40B2 6 Our Solution: An AI-powered platform that transforms uncertainty into insight. Current Trends
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© 2025 FiscalNote Our Customers – Sample Logos (as of 09/30/25) 7 HEALTHCARE EDUCATION TMT TRANSPORT BUSINESS SERVICES Public Sector / Govt Orgs. NFPs & NGOs Private Sector / Corporates FINANCE ENERGY CONSUMER & RETAIL
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© 2025 FiscalNote Our Customers At A Glance (as of 09/30/25) Global Target Customers Legal Government Affairs External & Public Affairs Regulatory Market Access Risk Private Sector [~49%]1 1 Public Sector [~21%]1 2 Non-Profit / NGO [~30%]1 3 46 Of Fortune 100 94% Subscription Revenue as % of Total Revenues Customer Dynamics End Users 1. Indicates percentage of total revenues represented by each target customer segment, as of 3Q25. 100+ Countries Legislative & Regulatory Monitoring Powered by data and AI, analyzed by experts, our policy and global intelligence solutions help customers navigate today’s complex world. ~3,600 Customers 8
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© 2025 FiscalNote AI-Enhanced, SaaS-Based, Proprietary Information Services Business FiscalNote provides policy and regulatory intelligence to enable actionable outcomes for customers globally. Combine Fragmented, Unstructured Public Data with Unique, Proprietary Analysis: Leverage scattered global-to-local data sets that are cumbersome to obtain, and enhance with proprietary expert analysis Create Insights: Identify useful connections between data at scale to fill in knowledge gaps and provide value-add insights Augment End-to-End Workflows: Integrate AI seamlessly into existing human- driven processes with appropriate level of automation to reduce time and cost Combining proprietary data, analytics, and workflows to drive actionable insights that enable customers to manage political and business risk. INSIGHTS ACTIONS INFLUENCE AnalyticsData Ingestion 9
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© 2025 FiscalNote Differentiators that are more than a decade in the making Proprietary Infrastructure and Expert Intelligence Data augmented with proprietary AI and expert (human) insights, providing comprehensive and differentiated value for customers. ProcessingSources Ingestion Monitor Extract Clean Normalize Merge ● Multimodal data sources (text, audio, video) ● Government regulation, legislation, and policy data (local, state, federal) ● Data across countries, news, social, financial documents ● Millions of documents in different formats (pdfs, text formats, multiple languages) ● Different structure of source sites, changing data Modular collection framework Reprocessing Metadata Smart Scrapers APIs 10
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© 2025 FiscalNote How We Differentiate Responsive Comprehensive Automated Human Proprietary AI Technology and Machine Learning Capabilities Local to Global Data and SaaS Productivity Tools (Workflow, Reporting, CRM) Professional Services and Custom Engagements Objective, Unmatched Policy Intelligence and Expertise FISCALNOTE DIFFERENTIATORS Trustworthy Data and Intelligence Comprehensive and real-time policy and regulatory intelligence tailored to specific industries and issues _________ AI-powered Technology and Workflow Tools Advanced AI and machine learning technologies that provide intuitive insights and facilitate collaboration _________ Highly Valued Policy Analysis Award-winning content and analysis includes deep coverage of US and EU policy changes _________ Professional Services Customizable solutions that can be tailored to the specific needs and requirements of different organizations An award-winning and unmatched combination of AI- powered technology, global policy expertise, and comprehensive data. 11
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© 2025 FiscalNote fiscalnote.com SECTION II: The Company 12
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Key Operating Objectives 13 Expand Adjusted EBITDA Margins Consistently and Rapidly Reduce Debt and Accelerate the Path to Positive Free Cash Flow Build Resilient Foundation for Profitable, Durable Growth Proof Points ● Transformed Operations: FY25E ~$10M AEBITDA profit vs. FY22A $24.5M loss ● Consistency: 9 consecutive quarters of AEBITDA profitability (as of 3Q25) ● AEBITDA Margin Expansion: 10% (as of 3Q25), 5 consecutive quarters of AEBITDA margin of +10% ● Strong Foundation: ~3,600 customers today; growing demand for our solutions ● Clear Focus: Organization streamlined; 5 non-core asset divestitures since 1Q24 ● AI Product Innovation: Replacing legacy, siloed products with new AI platform PolicyNote (launched Jan 2025, data/customer migration ongoing) ● Debt Management: 3Q25 balance sheet realignment provides clear runway and operational flexibility through 2029 ● Cash Interest: TTM 3Q25 $10.4M (~$2.5M/qtr.) vs. TTM 3Q24 $17.1M (~$4.3M/qtr.) ● Capex: TTM 3Q25 $7.6M (~$1.9M/qtr.) vs. TTM 3Q24 $8.9M (~$2.2M/qtr.) Clear Priorities and Meaningful Progress
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© 2025 FiscalNote 14 PolicyNote: AI-Driven Platform with Global Data and Proprietary Insights Built-in AI Summaries Chat-based, AI- Powered Search & Alerts Bill Q&A Custom Dashboard & In-Depth Reporting
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© 2025 FiscalNote What the Impact Will Be 15 ● Higher ACV through better bundling and increased capabilities ● Quicker sales cycles through product-led sales and product- led growth New Logo ● Improved setup / welcome experience ● Higher customer engagement and delivery of value throughout the relationship Gross Retention ● Reduce friction in cross-sell/upsell through product-led sales and product- led growth ● Rapid and frequent introduction of new capabilities to drive ACV higher Net Retention
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© 2025 FiscalNote 16 PolicyNote: Specialized AI For Policy “I don’t have the hours in a day to track everything...It used to take a lot of time and staff, but with PolicyNote, I can quickly summarize, put the issue in context, and see if the bill is being duplicated in other states.” “So we don’t have to read through the entire bill text…it’s adding that next layer down to save us time and efficiency.” “The AI intelligence tool is extremely helpful in summarizing legislation and understanding how it impacts the organization.” "I'm very excited for AI reading the bill for me. So I don’t have to copy and paste it into chat gpt to figure out what [the bill] does…some of them are too long or it's subject matter policy that I am not well versed in. And so that is super helpful." ~ Customer Testimonials ~
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© 2025 FiscalNote Continuous stream of releases that improve user experience and expand platform value. New leadership driving efficiency via restructured sprint mechanisms and tracking key velocity metrics. Accelerating the Pace of Product Innovation 17 New Features & Enhancements Increased Product & Engineering Productivity Driving growth through consistent, high-velocity product innovation paired with disciplined, high-impact, go-to-market execution. Intelligent Alerts & Dashboard Customization Global Tariff Tracker Microproducts Major new product features and numerous additional enhancements launched – 10 in 3Q25; 35+ YTD
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© 2025 FiscalNote Accelerating the Pace of Product Innovation: Tariff Tracker in PolicyNote 18 From Vision to Pipeline in Weeks APRIL 2: President Trump announces sweeping tariffs (“Liberation Day”) Organizations need to assess and respond to implications for global trade $1 million in new pipeline generated on day of launch APRIL 16: Tariff Tracker launches in PolicyNote Global Tariff Tracker Understand tariff implementation, enforcement, and compliance obligations Identify threats and opportunities from trade policy changes Make strategic decisions with tailored analytical tools
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© 2025 FiscalNote How We Know It’s Working 19 Engagement Metrics ● PolicyNote users now exceed legacy FiscalNote platform in daily usage ● Trends in search frequency and use of AI assistant remain strong Q3 2025 performance demonstrates improving core business stabilization as transition progresses and product and operational improvements take root. Key Indicators of Effectiveness (as of 3Q25) Sales Metrics ● Inbound demand for policy products continues to increase ● Sales pipeline showing sustained strength ● New corporate logo pipeline reflecting encouraging gains Contractual/Other Metrics ● Corporate ACVs continue to improve ● Corporate customer multi-year commitments continue to expand ● Customer migration progressing; maintain target completion by YE26
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© 2025 FiscalNote Commentary $95 to $96M [Previous Guidance: $94 - $100M] Total Revenue FY 2025 Guidance ~$10M [Previous Guidance: $10M - $12M] Adjusted EBITDA1 FY 2025 Guidance – Updated (as of 3Q25) 20 1. Because of the variability of items impacting net income and the unpredictability of future events, management is unable to r econcile without unreasonable effort the Company's forecasted adjusted EBITDA to a comparable GAAP measure. The unavailable information could have a significant impact on the non -GAAP measures. Momentum Continues to Build, Driven By -- Product-Led Growth Strategy -- -- Ongoing Operational Discipline -- -- Continued Targeted Investments in Future Organic Growth Drivers --
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© 2025 FiscalNote 2025 and Beyond: AI as an Accelerant 21 Leveraging LLMs on the backend, FiscalNote continuously improves precision and relevance while going beyond information discovery to enable workflow automation, reporting, and stakeholder management. As generative and agentic AI capabilities evolve, FiscalNote is driving greater efficiency, automation, and growth across the policy and regulatory ecosystem. POLICYNOTE vs GENERIC LLMs Generic AI models often rely on unverified, biased, or outdated information, making them unreliable for government affairs and advocacy. FiscalNote’s purpose-built AI solutions, including PolicyNote, are powered by proprietary, verified, and up-to-date data — enhanced through subject matter expertise and advanced prompt engineering. Provides Timely Data Pulls ONLY from Verified Data Sources Purpose-Built Specifically for Policy Tasks Protects Your Private Data Exclusive, Expert Analysis Allows You to Track Legislator Relationships Helps You Manage Your Workflow Built-in Reporting & ROI Tools POLICYNOTE GENERIC LLMs FiscalNote is a leading provider of AI-powered, sector-specific information and analytics that has invested over 11 years to create a deep reservoir of technical expertise, proprietary data, and purpose-built AI tools.
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© 2025 FiscalNote Commentary Q3 2025 Financial Snapshot 22 $22.4M Meets Guidance Total Revenue Financial Highlights $84.8M ARR1 $2.2M Exceeds Guidance Adjusted EBITDA2 $31.8M Cash3 1. “Annual Recurring Revenue” is a key performance indicators (KPI). See “Key Performance Indicators” for the definitions and i mportant disclosures related to these measures. 2. Non-GAAP measure. Please see "Non-GAAP Financial Measures" for definitions and important disclosures regarding these financial m easures, including reconciliations to the most directly comparable GAAP measure. 3. As of September 30, 2025 and inclusive of short-term investments/
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© 2025 FiscalNote Q3 2025 Financial Snapshot 23 ● Entered into definitive agreements to 1) refinance the senior debt; and 2) restructure substantially all subordinated debt. ● Subject to satisfaction of customary closing conditions; expected closing mid-August. ● Upon closing, we will: ○ Replace the current senior credit facility with a new, $75 million senior secured term loan – with a maturity extended to 2029; ○ Use excess proceeds from the new facility, together with new subordinated convertible debt, to pay off certain existing subordinated debt; and ○ Amend the agreement with our largest long-term subordinated creditor to extend the maturity of its remaining balance to 2029, in line with the new senior loan. August 2025 Balance Sheet Realignment Provides us with a clear, long-term runway and operating flexibility as we execute on driving efficient, product-led growth.
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© 2025 FiscalNote Q3 2025 Financial Snapshot 24 Composition of Company Indebtedness PRINCIPAL DEBT AND PIK OUTSTANDING (as reported) ($ in millions) As of 12/31/2024 As of 03/31/2025 As of 06/30/2025 As of 09/30/2025 New Senior Term Loan (Established August 2025) NA NA NA $74.5 New Convertible Note (Established August 2025) NA NA NA $31.5 GPO Convertible Note $50.4 $50.4 $50.4 $20.4 Dragonfly Seller Convertible Notes $13.0 $13.6 $13.6 $13.8 Prior Senior Term Loan $88.6 $61.2 $61.8 $ – Legacy Convertible Notes $16.2 $11.0 $6.5 $ – ERA Convertible Note $ – $5.4 $5.8 $ – PPP Loan $0.04 $0.01 $ – $ – TOTAL PRINCIPAL DEBT & PIK OUTSTANDING $168.3 $142.1 $138.1 $140.3
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© 2025 FiscalNote fiscalnote.com SECTION III: Key Takeaways 25
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© 2025 FiscalNote Continue to De-lever Balance Sheet and Drive Strengthening of the Capital Structure to Fund Future Growth Key Takeaways Continue to Optimize Costs and Rationalize Portfolio and Drive Sustainable Profitability and Durable FCF4 Continue to Implement Strategic Shift to Product-Led Growth and Drive Improvements to Key Performance Metrics1 Continue to Drive Meaningful Improvements to Key Sales Metrics (ACVs, multiyears, and corporate win rates)2 Continue to Exercise Operational Discipline and Drive Margin Expansion Through Operating Leverage3 26 5 1. Q3 2025 as reported ARR of $84.8M as compared to Q2 2025 pro forma ARR of $84.7M, adjusting the for impact of TimeBase, which was divested on July 1, 2025.
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© 2025 FiscalNote fiscalnote.com SECTION IV: Appendix 27
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© 2025 FiscalNote Most Recent Reported Financials: 3Q25 FINANCIAL HIGHLIGHTS (as reported) ($ in millions) 3Q25 3Q24 Total Revenues $22.4 $29.4 Gross Profit $17.7 $23.2 Gross Margin 79% 79% Adjusted Gross Profit(1) $19.4 $25.4 Adjusted Gross Margin(1) 87% 86% Net Loss $(24.9) $(14.9) AEBITDA(1) $2.2 $3.4 AEBITDA Margin(1) 10% 12% Cash(2) $31.8 $33.4 28 1. Non-GAAP measure. Please see "Non-GAAP Financial Measures" for definitions and important disclosures regarding these financial measures, including reconciliations to the most directly comparable GAAP measure. 2. As of September 30, 2025 and inclusive of short-term investments. 3. “Annual Recurring Revenue,” and “Net Retention Revenue” are key performance indicators (KPIs). See “Key Performance Indicato rs” for the definitions and important disclosures related to these measures. KEY PERFORMANCE INDICATORS(3) (as reported) ($ in millions) 3Q25 3Q24 Annual Recurring Revenue (ARR) $84.8 $109.5 Pro Forma ARR* $84.8 $92.2 Quarterly Net Revenue Retention (NRR) 98% 98% Pro Forma NRR* 98% 98% * Pro Forma ARR and NRR adjusts prior periods for the impact of the divestiture of Aicel, Oxford Analytica, Dragonfly Intelligence, and TimeBase.
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© 2025 FiscalNote Financial Forecast: 2025 1. Includes the contribution in the first quarter of 2025 of approximately $4.0 million of revenues and approximately $1.0 milli on of adjusted EBITDA related to Oxford Analytica and Dragonfly Intelligence, two businesses divested on March 31, 2025. 2. Includes the contribution in the first and second quarter of 2025 a total of approximately $0.6 million of revenues and appro ximately $0.2 million of adjusted EBITDA related to TimeBase, a business divested on July 1, 2025. 3. Non-GAAP measure; refer to “Non-GAAP Financial Measures” for definitions and important disclosures regarding these financial mea sures; also refer to “Appendix” for reconciliations to the most directly comparable GAAP measure. 4. Because of the variability of items impacting net income and unpredictability of future events, management is unable to recon cile without unreasonable effort the Company's forecasted adjusted EBITDA to a comparable GAAP measure. 29 FULL YEAR ($ in millions) UPDATED Forecast1,2 (As of 11/06/2025) Total Revenues $95 to $96 [Previous Guidance: $94 to $100] Adjusted EBITDA3,4 ~$10 [Previous Guidance: $10 to $12] FOURTH QUARTER ($ in millions) INITIAL Forecast (As of 11/06/2025) Total Revenues $22 to $23 Adjusted EBITDA3,4 ~$2 Key Considerations Informing 2025 Forecast • Incremental cost savings related to ongoing operating discipline initiatives; • Pacing of the migration to PolicyNote and the anticipated sales and customer retention benefits expected to accrue from this new consolidated customer interface; • Current market volatility, in particular in the private sector, where macroeconomic unpredictability is likely to impact corporate buying decisions and timelines over the course of the year; and • Potential impact in the public sector due to significant changes in the federal government.
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© 2025 FiscalNote Non-GAAP Financial Measures 30 Non-GAAP Financial Measures In addition to financial measures prepared in accordance with GAAP, we use certain non -GAAP financial measures to clarify and enhance our understanding, and aid in the period -to-period comparison, of our performance. Where applicable, we provide reconciliations of these non-GAAP measures to the corresponding most closely related GAAP measure. Investors are encouraged to review the reconciliation of each of these non-GAAP financial measures to its most comparable GAAP financial measure. While we believe that these non-GAAP financial measures provide useful supplemental information, non -GAAP financial measures have limitations and should not be considered in isolation from, or as a substitute for, their most comparable GAAP measures. These non-GAAP financial measures are not prepared in accordance with GAAP, do not reflect a comprehensive system of accounting and may not be comparable to similarly titled measures of other companies due to potential differences in their financing and accounting methods, the book value of their assets, their capital structures, the method by which their assets were acquired and the manner in which they define non-GAAP measures. Adjusted Gross Profit and Adjusted Gross Profit Margin We define Adjusted Gross Profit as Total Revenue minus cost of revenues, before amortization of intangible assets that are in cluded in costs of revenues. We define Adjusted Gross Profit Margin as Adjusted Gross Profit divided by Total Revenue. We use Adjusted Gross Profit and Adjusted Gross Profit Margin to understand and evaluate our core operating performance and t rends. We believe these metrics are useful measures to us and to our investors to assist in evaluating our core operating performance because they provide consistency and direct comparability with our past financial performance and betwe en fiscal periods, as the metrics eliminate the non-cash effects of amortization of intangible assets and deferred revenue, which are non-cash impacts that may fluctuate for reasons unrelated to overall operating performance. Adjusted Gross Profit and Adjusted Gross Profit Margin have limitations as analytical tools, and you should not consider them in isolation, or as a substitute for analysis of our results as reported under GAAP. They should not be considered as replaceme nts for gross profit and gross profit margin, as determined by GAAP, or as measures of our profitability. We compensate for these limitations by relying primarily on our GAAP results and using non-GAAP measures only for supplemental purposes. Adjusted Gross Profit and Adjusted Gross Profit Margin as presented herein are not necessarily comparable to similarly titled measures presented by other companies. EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures. EBITDA represents earnings before interest expense, income taxes, depreciation and amortization. Adjusted EBITDA reflects further adjustments to EBITDA to exclude certain non-cash items and other items that management believes are not indicative of ongoing operations. We d efine Adjusted EBITDA Margin as Adjusted EBITDA divided by Total Revenue. We disclose EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin herein because these non-GAAP measures are key measures used by management to evaluate our business, measure our operating performance and make strategic decisions. We believe that EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are useful for investors and others in understanding and evaluating our operating results in the same manner as management. EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are not financial measures calculated in accordance with GAAP and should not be considered as substitutes for net loss, net loss befo re income taxes, or any other operating performance measure calculated in accordance with GAAP. Using these non - GAAP financial measures to analyze our business would have material limitations because the calculations are based on the sub jective determination of management regarding the nature and classification of events and circumstances that investors may find significant. In addition, although other companies in our industry may report measures titled EBITDA, Adju sted EBITDA and Adjusted EBITDA Margin or similar measures, such non-GAAP financial measures may be calculated differently from how we calculate non-GAAP financial measures, which reduces their comparability. Because of these limitations, you should consider EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin alongside other financial performance measures, including net income and our other financial results presented in accordance with GAAP. Free Cash Flow Free Cash Flow is a non-GAAP financial measure. We define Free Cash Flow as Cash Flow From Operating Activities minus Capital Expenditures (CAPEX). The Company believes that Free Cash Flow is useful to investors as it provides a measure to compare cash flow from operating activities on a consistent basis. This measure should not be considered as an alt ernative to, or more meaningful than, net cash provided by operating activities as an indicator of operating performance. The Company's computation of Free Cash Flow may not be comparable to other similarly titled measures of other co mpanies.
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© 2025 FiscalNote Adjusted Gross Profit and Adjusted Gross Profit Margin Three Months Ended September 30, ($ in thousands) 2025 2024 Total revenues $ 22,429 $ 29,439 Costs of revenue, including amortization of capitalized software development costs and acquired developed technology (4,774) (6,235) Gross Profit $ 17,665 $ 23,204 Gross Profit Margin 79% 79% Gross Profit 17,665 23,204 Amortization of intangible assets 1,770 2,224 Adjusted Gross Profit $ 19,425 $ 25,428 Adjusted Gross Profit Margin 87% 86% Q3 2025: Reconciliation to Non-GAAP Measures 31
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© 2025 FiscalNote EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin FOOTNOTES: a) Reflects the gain on disposal from the sale of TimeBase on July 1, 2025, Dragonfly and Oxford Analytica recorded on March 31, 2025, and Board.org on March 11, 2024. a) Reflects the non-cash impact from the mark to market adjustments on our financial instruments. b) Reflects the non-cash impact of the following: (i) charge of $40 in the first quarter of 2025, charge of $30 in the second quarter of 2025, and a charge of $9 in the third quarter of 2025 related to the unrealized loss on investments; (ii) charge of $315 for fees satisfied with Common Stock of the Company during the first quarter of 2025; (iii) charge of $1,784 from the loss on debt extinguishment during the first quarter of 2025 and a charge of $6,174 in the third quarter of 2025 from the loss on debt extinguishment; (iv) charge of $632 in the second quarter of 2025 and a gain of $167 in the third quarter of 2025 related to foreign currency translation losses, principally arising from converting a GBP denominated convertible note into USD, (v) non-cash charge of $49 in the first quarter of 2024, charge of $31 in the second quarter of 2024, and a charge of $17 in the third quarter of 2024 related to the unrealized loss on investments; and (vi) gain of $4 in the first quarter of 2024 from the change in fair value related to the contingent consideration and contingent compensation related to the 2021, 2022, and 2023 Acquisitions. c) Reflects the costs incurred related to the sale of (i) TimeBase on July 1, 2025, (ii) Oxford Analytica and Dragonfly on March 31, 2025, and (iii) Board.org on March 11, 2024, principally consisting of transaction advisory, accounting, tax, and legal fees. d) Severance costs associated with workforce changes related to business realignment actions. e) Reflects costs incurred related to the Special Committee. a) Reflects non-operating income from the Transition Services Agreement that was entered into with the acquirer of Dragonfly and Oxford Analytica on March 31, 2025. Three Months Ended September 30, ($ in thousands) 2025 2024 Net loss $ (24,855) $ (14,935) Income tax (benefit) provision (237) (621) Depreciation and amortization 3,962 4,961 Interest expense, net 3,695 5,585 EBITDA (17,435) (5,010) Loss on sale of businesses (a) (1,161) – Stock-based compensation 3,636 4,181 Change in fair value of financial instruments (b) 6,994 3,501 Other non-cash charges (c) 6,016 17 Disposal related costs (d) 1,423 40 Employee severance costs (e) 211 437 Non-capitalizable debt costs 2,506 49 Costs incurred related to the Special Committee (f) 171 229 Non-operating income (g) (181) -- Adjusted EBITDA $ 2,181 $ 3,444 Adjusted EBITDA Margin 10% 12% Q3 2025: Reconciliation to Non-GAAP Measures 32
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© 2025 FiscalNote Free Cash Flow Reconciliation to Non-GAAP Measures 33 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 1Q25 2Q25 3Q25 ($ in thousands) Operating Cash Flow $ (11,734) $ (3,554) $ 2,741 $ (3,729) $ (2,961) $ (1,349) $ 3,286 $ (6,181) $ (8,269) - Capital Expenditures (1,871) (1,981) (1,692) (2,741) (2,442) (2,009) (1,982) (1,492) (2,087) Free Cash Flow $ (13,605) $ (5,535) $ 1,049 $ (6,470) $ (5,403) $ (3,358) $ (1,304) $ (7,673) $ (10,356)
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© 2025 FiscalNote EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin Reconciliation to Non-GAAP Measures 34 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 1Q25 2Q25 3Q25 ($ in thousands) Net income (loss) $ (14,467) $ (50,748) $ 50,599 $ (12,764) $ (14,935) $ (13,383) $ (4,250) $ (13,271) $ (24,855) Income tax (benefit) provision (62) 42 1,426 324 (621) (593) (39) (795) (237) Depreciation and amortization 8,030 8,644 5,417 5,226 4,962 4,264 6,118 3,960 3,962 Interest expense, net 8,018 8,087 7,362 5,320 5,585 5,322 5,127 4,338 3,695 EBITDA 1,519 (33,975) 64,804 (1,894) (5,009) (4,390) 6,956 (5,768) (17,435) Loss (Gain) on sale of business -- -- (71,599) -- -- (418) (15,743) 319 (1,161) Stock-based compensation 6,224 8,845 6,175 3,529 4,181 4,064 3,375 3,964 3,636 Change in fair value of financial instruments (7,157) 2,867 527 (854) 3,501 3,234 (671) 1,577 6,994 Other non-cash charges (704) 24,295 45 31 17 7 2,139 662 6,016 Acquisition and disposal related costs 12 -- 704 394 40 461 4,974 971 1,423 Employee severance costs 560 729 107 91 437 -- 1,344 800 211 Non-capitalizable debt costs -- 226 254 224 49 150 407 337 2,506 Deferred revenue adjustment -- -- -- -- -- -- -- -- -- Loss contingency -- -- -- -- -- -- -- -- -- Loss on debt extinguishment, net -- -- -- -- -- -- -- -- -- Costs incurred related to the Business Combination with DSAC 81 -- -- -- -- -- -- -- -- Note-related legal fees and other infrequent costs 201 -- -- -- -- -- -- -- -- Non-operating income – – – – – – – (228) (181) Costs incurred related to the Special Committee -- -- 200 253 229 237 -- 167 171 Adjusted EBITDA $ 736 $ 2,987 $ 1,217 $ 1,774 $ 3,445 $ 3,345 $ 2,781 $ 2,801 $ 2,180 Adjusted EBITDA Margin 2% 9% 4% 6% 12% 11% 10% 12% 10%
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© 2025 FiscalNote AI Artificial intelligence (“AI”) refers to the simulation of human intelligence in machines that are programmed to think like humans and mimic their actions. ARR Annual Recurring Revenue (“ARR”) is the value of the contracted recurring revenue components of term subscriptions normalized to a one-year period. NRR Net Revenue Retention (“NRR”) is calculated as ARR at the end of the period minus ARR contracted from new clients for which there is no historical revenue booked during the period, divided by the beginning ARR for the period. We calculate NRR at a parent account level. Customers from acquisitions are not included in NRR until they have been part of our consolidated results for 12 months. Customers Individual buyers within a parent organization. LTM Referring to period consisting of the previous, or last, twelve (12) months. ML Machine learning (“ML”) is a branch of artificial intelligence and computer science which focuses on the use of data and algorithms to imitate the way that humans learn, gradually improving its accuracy. YTD Year to date (“YTD”) refers to the period of time beginning the first day of the current calendar year or fiscal year up to the current date. Glossary 35
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© 2025 FiscalNote fiscalnote.com FiscalNote November 6, 2025 36 Powering Better Policy Decisions with AI-Driven Insights Footnote: Unless otherwise indicated, data presented herein is as of September 30, 2025. CORPORATE OVERVIEW