NOTE 10-K & 10-Q changes, risk factors and insider trading

We have incurred significant net losses in each year since our inception, including net losses of $81.8 million (excluding the effect of the gains on sale of businesses throughout 2025 totaling $16.6 million) and $62.5 million (excluding the effect of the gains on sale of businesses throughout 2024 totaling $72.0 million) and $115.5 million for the years ended December 31, 20242025 and 2023,2024, respectively, and we may not achieve or maintain profitability in the future. Because the market for our products and services is rapidly evolving, it is difficult for us to predict our future results of operations or the limits of our market opportunity. InCommencing in 2023, the Company implemented a cost reduction plan to align its operations and reduce our operating expenses in the future.future, and these efforts remaining ongoing. In Q1 2026, we announced plans to significantly further reduce costs in our core operations, including through headcount reductions, offshoring and other streamlining initiatives. We also intend to continue to build and enhance our products and services and develop and expand our platforms through both internal research and development that can contribute to the capabilities of our platforms. If our revenue does not increase to offset operating expenses and if our efforts to control operating expenses are unsuccessful or inadequate, we will not be profitable in future periods. In future periods, our revenue growth could slow or our revenue could decline for a number of reasons, including any failure to increase the number of organizations using our products or grow the size of our engagements with existing customers, a decrease in the growth of our overall market, our failure, for any reason, to continue to capitalize on growth opportunities, slowing demand for our products, additional regulatory burdens, or increasing competition. As a result, our past financial performance may not be indicative of our future performance. Any failure by us to achieve or sustain profitability on a consistent basis could cause the value of our stock to decline.

We generate a significant percentage of our revenues from recurring subscription-based arrangements, and if we are unable to maintain aindustry highnormative renewal rate,rates, our business, financial condition, results of operations and prospects would be materially and adversely affected.

Approximately 90%93% of our revenues are subscription-based. In order to maintain existing revenues and to generate higher revenues, we are dependent on a significant number of our customers renewing their arrangements with us. Although many of these arrangements have automatic renewal provisions, with appropriate notice these arrangements generally are cancellable and our customers generally have no obligation to renew their subscriptions after the expiration of their initial subscription period. As a result, our past annual revenue renewal rates may not be indicative of our future annual revenue renewal rates, and our annual revenue renewal rates may further decline or fluctuate in the future as a result of a number of factors, including customer satisfaction with our products and services, our prices and the prices offered by competitors, reductions in customer spending levels, and general economic conditions. Our revenues could also decline if a significant number of our customers continued their arrangements with us but reduced the amount of their spending.

The introduction of competitors’ offerings with lower prices for consumers, low customer satisfaction with our products, fluctuations in prices customers are willing to pay for our products, changes in customers’ government affairs, policy and political strategies, including an increase in the use of competitors’ products or offerings, including AI platforms such as Claude and ChatGPT, and other factors could result in declines in our subscriptions. Because we derive a substantial majority of our revenue from customers who purchase these subscription plans, any material decline in demand for these offerings could have a material adverse impact on our future revenue and results of operations. In addition, if we are unable to successfully introduce new products, features, and enhancements, our revenue growth may decline, which could have a material adverse effect on our business, financial condition, and results of operations.

changes in available funding due to budget constraints, mandated spending cuts across the government or particular agencies, changes in spending priorities, efficiency initiatives (although we believe that our products and services support efficient governmental operations),initiatives, or similar actions;

If we are unable to attract new customers, retain existing customers, expand our products and services offerings with existing customers, expand into areas of higher growth, including in the political prediction markets, our revenue growth and profitability will be harmed.

Our success depends on our ability to acquire new customers, retain existing customers, expand our engagements with existing customers through cross-selling and upselling efforts, and expand into areas of higher growth, including in the political prediction markets, and to do so in a cost-effective manner. We have made significant investments related to customer acquisition and retention, expect to continue to spend significant amounts on these efforts in future periods, and cannot guarantee that the revenue from new or existing customers will ultimately exceed the costs of these investments. In addition, actions we take to leverage AI tooling to automate aspects of our business development workflows may be unsuccessful, either in delivering satisfactory levels of customer acquisition and retention or in reducing associated costs.

Our efforts to expand our current service offerings may not succeed and, as a result, we may not achieve the revenue growth rate we expect. In addition, because the markets for certain of our offerings remain relatively new, it is uncertain whether our investments in those offerings, will result in significant revenue for us. As we have previously disclosed, we intend to expand our services to political prediction markets, which is a relatively new online market in which the regulatory and legal landscape is uncertain and evolving. We seek to continuously enhance our technology platforms, including AI and machine learning capabilities and algorithms, to maintain and improve the quality of our products and services in order to remain competitive with alternatives, and those efforts ultimately may not be adequate or successful. Further, the introduction of significant platform changes and upgrades, may not succeed and early-stage interest and adoption of such new services may not result in long term success or significant revenue for us. Additionally, if we fail to anticipate or identify significant technology trends and developments early enough, or if we do not devote appropriate resources to adapting to such trends and developments, our business could be harmed.

From time to time, we engage in restructuring plans that have resulted and may continue to result in workforce reduction and consolidation of our real estate facilities and our operating footprint. In addition, management will continue to evaluate our global footprint and cost structure, and additional restructuring plans may be required. As a result of our restructurings, we have experienced and may in the future experience a loss of continuity, loss of accumulated knowledge, disruptions to our operations and inefficiency during transitional periods. Any cost-cutting measures could impact employee morale and retention. In addition, we cannot be sure that any future cost reductions or global footprint consolidations will deliver the results we expect, be successful in reducing our overall expenses as we expect or that additional costs will not offset any such reductions or global footprint consolidation. If our operating costs are higher than we expect or if we do not maintain adequate control of our costs and expenses, our results of operations may be adversely affected.

We have international operations and assets, including in the U.K., Belgium,U.K. and Australia,Belgium, and we sell our products and services to clients globally. These international operations subject us to additional risks that may adversely affect our business, results of operations and financial condition.

We have international operations, including in the U.K., Belgium,U.K. and Australia.Belgium. Our ability to operate in these countries may be adversely affected by changes in those jurisdictions’ laws and regulations, including those relating to taxation, lobbying, cybersecurity, privacy and other matters. In addition, our operating results and financial performance are subject to the local economic and political situations. We believe that our operations are in compliance with all applicable legal and regulatory requirements. However, the central or local governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations that require additional expenditures and efforts on our part to ensure our compliance therewith, as well as increased taxation, restrictions on imports, import duties or currency revaluations. There can be no certainty as to the application of the laws and regulations of these jurisdictions in particular instances. Enforcement of existing laws or agreements may be sporadic and implementation and interpretation of laws inconsistent. Moreover, there is a high degree of fragmentation among regulatory authorities, resulting in uncertainties as to which authorities have jurisdiction over particular parties or transactions.

To remain competitive, we must continue to develop or acquire and implement new features, integrations, and capabilities to our products and services. This is particularly true as we further expand and diversify our capabilities to address additional applications and markets.markets, including any expansion of our services to prediction. Maintaining adequate research and development resources, such as the appropriate personnel and development technology, to meet the demands of the market is essential. If we are unable to develop features, integrations, and capabilities internally due to certain constraints, such as employee turnover, lack of management ability, or a lack of other research and development resources, our business may be harmed.

In recent years, more public sources of free or relatively inexpensive information have become available, particularly through the Internet,Internet and AI, and this trend is expected to continue. For example, the US Congress, state legislatures, the European Union and other federal, state, local and foreign government and regulatory agencies have increased the amount of information they make publicly available at no cost. In addition, AI technology is an increasingly available means of sourcing and digesting information for no cost, and could compete with our products and services. Public sources of free or relatively inexpensive information may reduce demand for our products and services if such information sources become more easily searchable, digestible and actionable without structuring by technology such as ours. Our results of operations would be adversely affected if our customers choose to use these public sources as a substitute for our products or services.

We havederive a significant portion of our revenue tofrom U.S. and foreign government agencies and other highly regulated organizations, which are subject to a number of challenges and risks.

AI enables or is integrated into some of our platforms and is a significant and potentially growing element of our business. As with many developing technologies, AI presents risks and challenges that could affect its further development, adoption, and use, and therefore our business. Further, AI algorithms may be flawed and datasets may be insufficient, of poor quality, or contain biased information. In addition, inappropriate or controversial data practices by data scientists, engineers, and end-users of our systems could impair the acceptance of AI solutions. If the recommendations, forecasts, or analyses that AI applications assist in producing are deficient or inaccurate, we could be subjected to competitive harm, potential legal liability, and brand or reputational harm. The use of AI in our platforms could also subject us to risks related to intellectual property infringement or misappropriation, data privacy and cybersecurity. Further, some AI scenarios may present ethical issues. Though our technologies and business practices are designed to mitigate many of these risks, ifIf we enable or offer AI solutions that are controversial because of their purported or real impact on human rights, privacy, employment, or other social issues, we may experience brand or reputational harm.

Our ability to increase our customer base, expand our engagements with existing customers, and achieve broader market acceptance of our products and services will significantly depend on our ability to optimize our marketing and sales operations. We plan to dedicate significant resources to sales, marketing and demand-generation teams and programs, including various online marketing activities as well as targeted account-based advertising. We also intend to focus on cross-selling and upselling efforts to grow our engagements at existing clients. The effectiveness of these efforts has varied over time and may vary in the future. All of these efforts will require us to invest significant financial and other resources and if they fail to attract additional customers, our business will be harmed. In addition, we intend to leverage AI tools to drive automation and efficiencies in our sales organization, but may be unsuccessful in achieving the anticipated benefits of these initiatives. If our lead generation methods do not result in broader market acceptance of our products and services, we will not realize the intended benefits of this strategy and our business will be harmed.

Increased customer demand for support and professional services, without corresponding revenue, could increase costs and negatively affect our operating results. In addition, as we continue to grow our operations and support our global customer base, we need to be able to continue to provide efficient support and effective maintenance that meets our customers’ needs globally at scale. Our ability to attract new customers is highly dependent on our business reputation and on positive recommendations from our existing customers. Any failure to maintain high-quality support services, or a market perception that we do not maintain high-quality support services for our customers, would harm our business.

As of December 31, 2024,2025, we had $168.2$136.2 million in aggregate principal amount of indebtedness of which (i) $88.6$74.1 million was outstanding under our senior2025 term loan facility (the "Senior Term Loan") and secured by substantially all of our assets, and (ii) $79.6$62.1 million was unsecured. In connection with the completion of the sale of Oxford Analytica and Dragonfly on March 31, 2025, the lenders consented to release the liens on Oxford Analytica and Dragonfly's assets and permitted the consummation of the sale in exchange for the permanent retirement of $27.1 million (the “Pay-Down Amount”) of term loans under the Senior Term Loan and payment of $1.8 million of related prepayment and exit fees.

The 2025 Senior Term Loan requires monthly cash interest payments.payments Beginningand August 15, 2026, we will also be required to make monthlyquarterly principal payments to fully repay the outstanding principal by the stated maturity date, JulyAugust 15,12, 2027.2029. Accordingly, aA portion of our future cash flows from operations will be required to pay interest and principal on our indebtedness. Such payments will reduce the funds available to us for working capital, capital expenditures, and other corporate purposes and limit our ability to obtain additional financing for working capital, capital expenditures, expansion plans, and other investments, which may in turn limit our ability to implement our business strategy, heighten our vulnerability to downturns in our business, the industry, or in the general economy, limit our flexibility in planning for, or reacting to, changes in our business and the industry, and prevent us from taking advantage of business opportunities as they arise. We cannot guarantee that our business will generate sufficient cash flow from operations or that future financing will be available to us in amounts sufficient to enable us to make required and timely payments on our indebtedness, or to fund our operations.

Under our 2025 Senior Term Loan, the Purchase Agreement (as defined below) with YA, and the 2025 GPO Note, we and certain of our subsidiaries are subject to financial maintenance covenants and restrictive covenants limiting our business and operations, including limitations on incurring additional indebtedness and liens, limitations on certain consolidations, mergers, and sales of assets, and restrictions on the payment of dividends or distributions. We may be unable to comply with any financial maintenance covenants and/or restrictive covenants which may result in a default under and acceleration of the 2025 Senior Term LoanLoan, the Purchase Agreement (as defined below) with YA, or 2025 GPO Note, including if our Class A Common Stock is delisted from the NYSE (See Note 9, Debt to the consolidated financial statements included elsewhere hereinin this Form 10-K). InFor theexample, future,we anywere debtrequired financingto obtainedseek byfinancial uscovenant could involve additional restrictive covenantsrelief relating to our capital-raisinginability activitiesto comply with the requirement to have ARR of at least $81 million as of January 31, 2026 (See Note 19, Subsequent Events to the consolidated financial statements included elsewhere herein in this Form 10-K). If our financial condition does not improve, we may need further covenant relief in the future. In the event covenant relief is required in the future, we may be required to pay additional fees to our creditors and/or agree to additional covenants that limit our ability to engage in specified types of transactions, and otherthere financialcan andbe operationalno matters,assurance which may make it more difficult for us to obtainthat additional capitalcovenant torelief pursuewill businessbe opportunities,available includingin potentialthe acquisitionsfuture. orIn divestitures.addition, Anyany default under our debtSenior arrangementsTerm Loan could requirefurther thatresult wein repaya orcross-default refinanceunder suchand indebtednessacceleration immediately. In such event, we may be unable to repayof our indebtednessunsecured orindebtedness, refinanceincluding suchthe indebtednessConvertible on reasonable terms, if at all, which would have a material adverse effect on our business, financial condition, results of operationsDebentures and prospects.the 2025 GPO Note (each as defined below).

As of December 31, 2024,2025, our goodwill was approximately $159.1$122.9 million, which represented 48.8%48.2% of our total assets. We test goodwill for impairment on an annual basis, or whenever events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. EstimatesWe recorded a non-cash impairment of goodwill of $12.4 million for the year ended December 31, 2025. In the event there are future adverse changes in our projected cash flows, and/or changes in key assumptions, such as an increase in our discount rate, lower revenue growth, and/or expensesa combinedlower withterminal assumptionsgrowth asrate, we may be required to therecord businessadditional climate,non-cash industry,impairment andcharges economic conditions can influenceto our evaluations.goodwill in future periods. These assumptions are subjective and different estimates could have a significant impact on the results of our analyses. WeManagement believe thatbelieves the assumptionsselected discount rate and estimatesterminal growth rate are reasonable and consistent with market participant assumptions based on ourobservable currentmarket forecastsdata, including prevailing interest rates, comparable company risk profiles, and outlooks,the Company’s capital structure. These assumptions reflect management’s best estimate of the risks inherent in the projected cash flows at the measurement date; however, we can make no assurances that future actual operating results will be realized as planned and that there will not be material impairment charges as a result. (ForBecause additionalwe informationoperate onas a single reporting unit, any adverse changes affecting our goodwillbusiness impairmentmay testing,impact seesubstantially Noteall 8,of Goodwill,our in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K .goodwill. Because of the significance of our goodwill and other long-lived assets, any future impairment of these assets could have a material adverse effect on our results of operations. For additional information on our goodwill impairment testing, see Note 8, Goodwill, in the Notes to Consolidated Financial Statements included elsewhere in this Form 10-K.

Certain monetary amounts, percentages and other figures included below have been subject to rounding adjustments as amounts are presented in thousands or millions, as the context describes. Monetary amounts are presented in thousands, unless otherwise presented. Percentage amounts included below have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts may vary from those obtained by performing the same calculations using the figures in our consolidated financial statements included elsewhere herein. Certain other amounts that appear below may not sum due to rounding.

On March 11, 2024, we completed the sale of Board.org for a total value of up to $98.9 million, consisting of $90.9 million in cash at closing and a potential earnout opportunity of up to $8.0 million.closing. The Company recorded a gain on sale of business of $71.5 million fromduring the saleyear ofended Board.orgDecember in the first quarter of31, 2024.

Subscription revenue of approximately $13.8$4.0 million and $12.1$19.5 million duringfor the years ended December 31, 20242025 and 2023;2024, respectively.

Non-subscription revenue of approximately $3.2$0.7 million and $3.4$3.2 million duringfor the yearyears ended December 31, 20242025 and 2023;2024, and ARR of approximately $14.2 million and $12.5 million at December 31, 2024 and 2023.respectively.

We continue to invest for future growth. We are focused on several key growth levers, including cross-selling and upselling opportunities at existing clients, expanding our client base with a focus on enterprise and government customers, expansion into adjacent marketsmarkets, such as the political prediction markets, and deepening our offerings for regulated industries or sectors,enhancing and continuingproductizing topolicy executedata onagentic our acquisition strategy.APIs. Several of these growth drivers require investment in and refinement of our go-to-market approach and, as a result, we may continue to incur additional costs upfront to obtain new customers and expand our relationships with existing customers, including additional sales and marketing expenses specific to subscription revenue.

We plan to invest a portion of theour available capital resources in building innovative products, attracting new customers and expanding our leadership role in the legal and regulatory information market which will allow us to drive growth organically. We may also evaluate acquisitionsinvestment and investmentcommercial partnership opportunities in complementary businesses to supplement our existing platform,offerings, enableenabling us to enter new markets and ensurepotentially thatcreate wenew aresources wellof positionedrevenue. We may also continue to providedivest criticalnon-core insightsbusiness tolines theor regulatedproducts sectorsconsistent ofwith theour future.strategic Pastpolicy acquisitions have enabled us to deliver innovative solutions in new categoriesfocus and enhancestreamlining the functionality of our existing products. Strategic acquisitions may be a component of our growth strategy in the future.initiatives.

Our ARR at December 31, 20242025 and December 31, 20232024 was $107.5$84.1 million and $126.1$107.5 million, respectively. ARR at December 31, 2024 and December 31, 2023,2024, excluding products we discontinued in 2023, and the impact of the sale of Board.org, Aicel, Oxford Analytica, Dragonfly, and Dragonfly,TimeBase was $93.3$91.9 million and $96.5 million, respectively.million.

Our NRR, which we use to measure our success in retaining and growing recurring revenue from our existing customers, compares our recognized recurring revenue from a set of customers across comparable periods. We calculate our NRR for a given period 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 our parent account level. Customers from acquisitions are not included in NRR until they have been part of our condensed consolidated results for 12 months. Accordingly, the 2023 Acquisition was not included in our NRR for the year ended December 31, 2023. Our calculation of NRR for any fiscal period includes the positive recurring revenue impacts of selling additional licenses and services to existing customers and the negative recognized recurring revenue impacts of contraction and attrition among this set of customers. Our NRR may fluctuate as a result of a number of factors, including the growing level of our revenue base, the level of penetration within our customer base, expansion of products and features, the timing of renewals, and our ability to retain our customers. Our calculation of NRR may differ from similarly titled metrics presented by other companies. Our quarterly NRR for the last eight quarters follows:

We use Adjusted Gross Profit and Adjusted Gross Profit Margin to understand and evaluate our core operating performance and trends. We believe these metrics are useful measures to us and to our investors to assist in evaluating our core operating performance because they provide consistency and direct comparability with our past financial performance and between fiscal periods, as the metrics eliminate the non-cash effects of amortization of intangible assets and deferred revenue,assets, which areis a non-cash impactsimpact that may fluctuate for reasons unrelated to overall operating performance.

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 define Adjusted EBITDA Margin as Adjusted EBITDA divided by Total Revenue.revenues.

We disclose EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin in this Annual Report on Form 10-K because these non-GAAP measures are certain key measures used in conjunction with GAAP measures used by the Chief Operating Decision Maker in making decisionsmanagement to assist management in evaluatingevaluate our business, measuringmeasure our operating performance and makingmake 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,income (loss), net income (loss) before 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 subjective determination of management regarding the nature and classification of events and circumstances that investors may otherwise find significant. In addition, although other companies in our industry may report measures titled EBITDA, Adjusted 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.

We derive our revenues from subscription revenue arrangements and advisory, advertising and other revenues. Subscription revenues account for approximately 92%93% and 90%92% of our total revenues for the years ended December 31, 20242025 and 2023.2024, respectively.

Cost of revenues primarily consists of expenses related to hosting our service, the costs of data center capacity, amortization of developed technology and capitalized software development costs, certain fees paid to various third parties for the use of their technology, services, or data, costs of compensation, including bonuses, stock compensation, benefits and other expenses for employees associated with providing professional services and other direct costs of production. Also included in cost of revenues are our costs related to the preparation of contracted advisory deliverables, as well as costs to develop, publish, print and deliver our publications underlying our books revenue.deliverables.

Amortization expense relates to our finite-lived intangible assets, including developed technology, customer relationship, databases and tradenames. These assets are amortized over periods of between three and twenty years. Finite-lived intangible assets are tested for impairment when indicators are present, and, if impaired, are written down to fair value. During the yearyears ended December 31, 20242025 and 2024, no impairment of intangible assets has been identified in our accompanying audited consolidated financial statements. During the year ended December 31, 2023 an impairment of intangible assets of $6,223 has been identified and recorded.

Advisory, advertising, and other revenue was $6.4 million for the year ended December 31, 2025, as compared to $9.2 million for the year ended December 31, 2024, as compared to $13.6 million for the year ended December 31, 2023.2024. The decrease of $4.4$2.8 million, or 32%,30%, was primarily duethe largelyresult toof the discontinuation of unprofitable offerings that contributed approximately $2.2 millionreduction of revenue during the year ended December 31, 2023 combined with the decrease of $0.6 million from the sale of businesses.Oxford Analytica and Dragonfly in 2025.

Research and development expense was $9.6 million for the year ended December 31, 2025 as compared to $12.8 million for the year ended December 31, 2024 as compared to $18.2 million for the year ended December 31, 2023.2024. The decrease of $5.4$3.2 million, or 29%,25%, was primarily attributable to a decrease of $5.0 million of workplace planning actions made through the second half of 2023 combined with a decreaseimpact from the salebusiness dispositions totaling approximately $0.9 million and a result of Board.orgworkforce andplanning Aicel.actions.

Sales and marketing expense was $26.6 million for the year ended December 31, 2025 as compared to $35.1 million for the year ended December 31, 2024 as compared to $45.7 million for the year ended December 31, 2023.2024. The decrease of $10.7$8.5 million, or 23%,24%, was primarily attributable to athe decreaseimpact from business dispositions of the$5.0 million and a result of workforce planning actions made throughout the second half of 2023 combined with a decrease attributable from the sale of Board.org and Aicel.actions.

Editorial expense was relatively$14.9 flatmillion atfor the year ended December 31, 2025 as compared to $18.5 million for the year ended December 31, 20242024. asThe compareddecrease of $3.6 million, or 19% was primarily attributable to $17.9 million for the yearimpact endedfrom Decemberbusiness 31, 2023.dispositions.

On April 13, 2026, the Company’s Class A common stock was delisted from the New York Stock Exchange (the “NYSE”). The NYSE delisting caused events of default under the YA Convertible Notes and the 2025 GPO Convertible Note (together, the “Subordinated Notes”). On April 21, 2026, the Company entered into forbearance agreements with each of GPO FN Noteholder, LLC (“GPO”) and YA II PN, Ltd (together with GPO, the “Subordinated Creditors”), pursuant to which the Subordinated Creditors have agreed to waive defaults under the terms of subordinated convertible debt instruments issued to the Subordinated Creditors arising from the NYSE delisting, and to forbear from exercising any rights relating to such defaults, until MayAugust 21, 2026. If no action is taken, and the forebearanceforbearance agreements with the Subordinated Creditors are not extended, on MayAugust 22, 2026 the Company will also be in default of its 2025 Senior Term Loan due to the cross-default provision within the 2025 Senior Term Loan,Loan. atAdditionally, the Company did not meet its 2025 Senior Term Loan minimum Adjusted EBITDA covenant requirement for the twelve months ended June 30, 2026, which pointhas not been waived, and as of the date of this filing the 2025 Senior Term Loan lenders mayhave exercisenot exercised their default rights, which could include the immediate repayment of the amount outstanding under the 2025 Senior Term Loan.

On March 31, 2025, we completed the sale of Dragonfly and Oxford Analytica for $40.3 million in cash. The Company recorded a gain of $15.7$15.4 million during the threesix months ended MarchJune 31,30, 2025.

Subscription revenue of approximately $3.7$0.3 million for the three months ended MarchJune 31,30, 2025 and approximately $4.0 million for the six months ended June 30, 2025 Non-subscription revenue of approximately $0.7 million for the threesix months ended MarchJune 31,30, 2025

From time to time, management reviews the Company’s existing products and services based on their financial profile and other strategic factors. In connection with such reviews, management decided to cease actively selling and therefore sunset certain non-core products representing, in aggregate, subscription revenue of approximately $0.1 million during the three months ended MarchJune 31,30, 2026 and 2025, and approximately $0.1 and $0.2 million during the six months ended June 30, 2026 and 2025.

At December 31, 2025, the Company had approximately 407 employees and at MarchJune 31,30, 2026 we had approximately 370343 employees. The net reduction in headcount is the result of our previously announced plan to streamline operations and drive cash generation in the core business through a combination of rapid AI deployment, insourcing third party spend, headcount reductions and other cost savings initiatives. As a result, the Company will experience a reduction in overall cash costs across all operating expenses. Management will continue evaluating for additional rationalization opportunities to further reduce the complexity of the business and reduce ongoing operating expenses.

Our ARR at MarchJune 31,30, 2026 and December 31, 2025, was $75.7$74.9 million and $84.1 million, respectively.

Our NRR, which we use to measure our success in retaining and growing recurring revenue from our existing customers, compares our recognized recurring revenue from a set of customers across comparable periods. We calculate our NRR for a given period 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 our parent account level. Our calculation of NRR for any fiscal period includes the positive recurring revenue impacts of selling additional licenses and services to existing customers and the negative recognized recurring revenue impacts of contraction and attrition among this set of customers. Our NRR may fluctuate as a result of a number of factors, including the level of our revenue base, the level of penetration within our customer base, expansion of products and features, the timing of renewals, and our ability to retain our customers. Our calculation of NRR may differ from similarly titled metrics presented by other companies. NRR was 89%98% and 93%96% (excluding the impact of Oxford Analytica and Dragonfly) for the three months ended MarchJune 31,30, 2026 and 2025, respectively.

We derive our revenues from subscription revenue arrangements and advisory, advertising and other revenues. Subscription revenues accounted for approximately 95%96% and 92% of our total revenues for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively.

Comparison of the Consolidated Results for the Three and Six Months Ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025

Subscription revenue of $19.1$18.8 million for the three months ended MarchJune 31,30, 2026 decreased $6.2$2.6 million, or 24%,12%, from $25.2$21.4 million for the three months ended MarchJune 31,30, 2025. Subscription revenue of $37.9 million for the six months ended June 30, 2026 decreased $8.8 million, or 19% from $46.6 million for the six months ended June 30, 2025.

Non-subscription revenue was $1.0$0.8 million for the three months ended MarchJune 31,30, 2026, as compared to $2.3$1.9 million for the three months ended MarchJune 31,30, 2025. The decrease of $1.3$1.1 million, or 57%,59%, was dueprimarily attributable to timingthe oflower advisory incomeadvertising and aevents decreaserevenue, inas bookwell revenueas partiallycustomer offsetretention by revenue for advocacy campaigns.challenges.

SalesCost andof marketingrevenues, expenseincluding amortization was $5.7$4.0 million for the three months ended MarchJune 31,30, 20262026, as compared to $7.7$4.9 million for the three months ended MarchJune 31,30, 2025. The decrease of $2.0$1.0 million, or 26%,20%, was primarily attributable to acost decreasereduction attributable to the impact from the business dispositions and a result of workforce planning actions.measures.

Editorial expense was $3.6$3.4 million for the three months ended MarchJune 31,30, 20262026, as compared to $4.8$3.5 million for the three months ended MarchJune 31,30, 2025. The decrease of $1.2$0.1 million, or 25%,3% was primarily attributable to the impact from business dispositions.

General and administrativeEditorial expense was $9.5$7.0 million for the threesix months ended MarchJune 31,30, 2026 as compared to $16.3$8.3 million for the threesix months ended MarchJune 31,30, 2025. The decrease of $6.8$1.3 million, or 42%,15%, was primarily attributable to a decrease in payroll expenses primarily due to cost reduction measures combined with decreased transaction costs attributable to the sale of businesses and the impact from business dispositions.

Amortization of intangibles was $1.9 million for the three months ended MarchJune 31,30, 2026 asand compared2025, to $2.3 million for the three months ended March 31, 2025. The decrease of $0.4 million, or 19% was primarily attributable to the impact of business dispositions.respectively.

InterestAmortization expenseof intangibles was $3.4$3.8 million for the threesix months ended MarchJune 31,30, 2026 as compared to $5.1$4.3 million for the threesix months ended MarchJune 31,30, 2025. The decrease in interest expense of $1.8$0.5 millionmillion, or 11% was primarily dueattributable to the overall reductionimpact of ourbusiness indebtedness, as a result of our debt repayments from the proceeds from our sale of Oxford Analytica, Dragonfly and TimeBase, as well as our debt refinance on August 12, 2025.dispositions.

Change in fair value of financial instruments was a $1.9$0.1 million gain for the three months ended MarchJune 31,30, 2026 as compared to a $0.7$1.6 million gainloss for the three months ended MarchJune 31,30, 2025. The change is the result of thean changeincrease in the fair value of the warrant liabilities of $0.6 million, offset by changes in the Dragonfly Seller Convertible Notes, Convertible Debentures, Prior GPO Convertible Note, the 2025 GPO Convertible Note, and the Third Era Convertible Note, and the changes in warrant liabilities.Note.

Reflects the non-cash impact of the following: (i) gain of $177 in the first quarter of 2026 and a charge of $21 in the second quarter of 2026 related to foreign currency exchange,exchange principally arising from converting a GBP denominated convertible note into USD, (ii) goodwill impairment of goodwillcharge of $35,600 in the first quarter of 2026 and $19,100 in the second quarter of 2026, (iii) charge of $40 in the first quarter of 2025 and $30 in the second quarter of 2025 related to the unrealized loss on investments; (iv) charge of $315 in the first quarter of 2025 for fees satisfied with Common Stock of the Company during the first quarter of 2025; and (v) charge of $1,784 from the loss on debt extinguishment.extinguishment during the first quarter of 2025; and (vi) charge of $632 in the second quarter of 2025 related to foreign currency translation losses, principally arising from converting a GBP denominated convertible note into USD.

Historically the Company has partially funded its operations through raising equity and debt. At MarchJune 31,30, 2026, the Company’s cash, cash equivalents, restricted cash, and short-term investments were $26.5$20.6 million compared to $26.9 million at December 31, 2025.

The Company had a negative working capital balance of $139.0$135.0 million (excluding cash and short-term investments) at MarchJune 31,30, 2026 and had an accumulated deficit of $915.8$943.6 million and $872.1 million as of MarchJune 31,30, 2026 and December 31, 2025, respectively, and incurred net losses (excluding the gain on sale of businesses) of $43.6$71.4 million for the threesix months ended MarchJune 31,30, 2026 and $20.0$32.9 million for the threesix months ended MarchJune 31,30, 2025, respectively. Management expects that significant on-going operating and capital expenditures will be necessary to continue to implement the Company’s business plan of entering new markets and investing in infrastructure and product development.

On April 13, 2026, the Company’s Class A common stock was delisted from the New York Stock Exchange (the “NYSE”). The NYSE delisting caused events of default under the YA Convertible Notes and the 2025 GPO Convertible Note (together, the “Subordinated Notes”). On April 21, 2026, the Company entered into forbearance agreements with each of GPO FN Noteholder, LLC (“GPO”) and YA II PN, Ltd (together with GPO, the “Subordinated Creditors”), which were extended on each of May 18, 2026, June 24, 2026 and July 22, 2026, pursuant to which the Subordinated Creditors have agreed to waive defaults under the terms of subordinated convertible debt instruments issued to the Subordinated Creditors arising from the NYSE delisting, and to forbear from exercising any rights relating to such defaults, until MayAugust 21, 2026. If no action is taken, and the forbearance agreements with the Subordinated Creditors are not extended, on MayAugust 22, 2026 the Company will also be in default of its 2025 Senior Term Loan due to the cross-default provision within the 2025 Senior Term Loan,Loan. atAdditionally, the Company did not meet its 2025 Senior Term Loan minimum Adjusted EBITDA covenant requirement for the twelve months ended June 30, 2026, which pointhas not been waived, and as of the date of this filing the 2025 Senior Term Loan lenders mayhave exercisenot exercised their default rights, which could include the immediate repayment of the amount outstanding under the 2025 Senior Term Loan.

Our historical financing activities included borrowings under senior secured credit facilities, senior secured promissory notes, and convertible debt. Our principal debt outstanding, including paid-in-kind interest as applicable, at MarchJune 31,30, 2026 and December 31, 2025 consisted of the following (excluding any fair value adjustments and debt discounts, as applicable):

As a result of the 2025 Senior Term Loan Amendment, the 2025 Senior Term Loan is repayable in consecutive quarterly installments on the last business day of each March, June, September and December of each fiscal year commencing September 30, 2025, in an amount equal to (i) $0.5 million with respect to each payment that was due on September 30, 2025 and December 31, 2025, (ii) $1.9 million with respect to each payment that will be due on March 31, 2026, June 30, 2026, September 30, 2026, December 31, 2026, and March 31, 2027, and (iii) $0.9 million with respect to each payment due thereafter, with the remaining principal amount due at the maturity of the 2025 Senior Term Loan, or such earlier time as it may become payable. The Company mustis subject to a quarterly administration fee of $.04 million. The Company was also required to pay a quarterly fee commencing on September 30, 2025, in an amount equal to (i) $0.1 million which was duepaid on September 30, 2025 and2025, December 31, 2025, and will be due on March 31, 2026 and (ii) $0.04 million with respect to each quarterly payment due thereafter.2026.

The Company has elected to pay cash interest based on SOFR,SOFR (plus an applicable margin), which was 13.14% at MarchJune 31,30, 2026. For the three and six months ended MarchJune 31,30, 2026, the Company recognized $2.2$2.4 million of cash interest on the 2025 Senior Term Loan. Going forward, the Company expects to incur approximately $2.2$2.4 million of quarterly cash interest based on current SOFR rates and expected outstanding principal balances.

At any time prior to the maturity dates, and subject to certain ownership and conversion limitations, YA is entitled to convert any portion of the principal amount of the Debentures and accrued interest thereon into shares of the Company’s Class A Common Stock (the “Debenture Conversion Shares”) at a conversion price equal to 94% of the lowest daily volume weighted average trading price (“VWAP”) during the five trading days prior to the conversion date, subject to a floor price of $0.8884 (the “Floor Price”). Because the delisting from NYSE and subsequent trading of our Class A common stock caused our daily VWAP to be less than the Floor Price, the Company was required to make certain amortizing payments to the YA (if and to the extent permitted under the subordination agreements) or reduce the Floor Price to no more than 75% of the closing price on the relevant date pursuant to the Convertible Debentures. However, pursuant to the forbearance agreement, YA has agreed not to cause an event of default based on this obligation until MayAugust 22, 2026.

Capital expenditures primarily consist of purchases of capitalized software costs and property and equipment. Our capital expenditures program includes discretionary spending, which we can adjust in response to economic and other changes in our business environment to grow our business. We typically fund our capital expenditures through cash on hand. In the event that we are unable to obtain the necessary funding for capital expenditures, our long-term growth strategy could be significantly affected. Our total capital expenditures were $1.7$3.3 million and $1.9$3.5 million for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively.

Cash provided by operating activities in the threesix months ended MarchJune 31,30, 2026 was $3.0$0.9 million, aan decreaseincrease of $0.3$3.8 million compared to the threesix months ended MarchJune 31,30, 2025. The primary factors affecting our net operating cash flows during this period were our net loss of $43.6$71.4 million, which includes non-cash incomenet and expense itemscharges totaling $42.1$67.4 million, including impairment of goodwill of $35.6$54.7 million, non-cash and paid-in-kind interest expense of $0.6$1.3 million, stock-based compensation expense of $3.0$3.9 million, a gain due to the change in fair value of financial instruments of $1.9 million, non-cash lease expense of $0.5$2.0 million, amortization and depreciation of $4.4$8.8 million, other non-cash itemscharges of $0.1$0.7 million, and the effect of changes in operating assets and liabilities that resulted in cash inflows of $4.5$4.9 million.

Cash providedused byin operating activities in the threesix months ended MarchJune 31,30, 2025 was $3.3$2.9 million, an increase of $0.5$1.9 million compared to the threesix months ended MarchJune 31,30, 2024. The primary factors affecting our net operating cash flows during this period werewas our net loss of $4.3$17.5 million, which includes non-cash income and expense items totaling $0.5$13.3 million, including a gain on disposal of business of $15.7$15.4 million, non-cash and paid-in kind interest expense of $3.0 million, stock-based compensation expense of $3.4$5.7 million, loss on debt extinguishment of $1.8 million, stock-based compensation expense of $7.3 million, a gain due to the change in fair value of financial instruments of $0.7$0.9 million, non-cash lease expense of $0.5$1.0 million, amortization and depreciation of $7.0$11.8 million, other non-cash items of $0.2 million,million and the effect of changes in operating assets and liabilities that resulted in cash inflows of $8.11.3 million.

Net cash used by investing activities in the threesix months ended MarchJune 31,30, 2026 was $1.7$3.3 million compared to net cash provided by investing activities of $38.3$36.8 million in the threesix months ended MarchJune 31,30, 2025. Net cash used in investing activities in the threesix months ended MarchJune 31,30, 2026 consisted of cash paid of $1.7$3.3 million for capital expenditures primarily related to software development costs. Net cash provided by investing activities in the threesix months ended MarchJune 31,30, 2025 primarily consisted of cash proceeds from the sale of a business of $40.3 million partially offset by cash paid of $2.0$3.5 million of capital expenditures primarily related to software development costs.

Net cash used in financing activities in the threesix months ended MarchJune 31,30, 2026 was $1.8$3.7 million, compared to $28.8 million for the threesix months ended MarchJune 31,30, 2025. Net cash used in financing activities during the threesix months ended MarchJune 31,30, 2026 primarily consisted of payments of long-term debt and deferred financing costs primarily related to 2025 Senior Term Loan payments of $1.9$3.7 million partially offset by the proceeds from the issuance of shares from the ESPP purchases of $0.1 million. Net cash used in financing activities during the threesix months ended MarchJune 31,30, 2025 primarily consisted of payments of long-term debt and deferred financing costs primarily related to Amendmentthe 5Amendments to the Credit Agreement of $27.2$29.0 million and payments of deferred financing costs of $1.8 millionpartially offset by thecash proceeds from $0.1 million from the issuanceproceeds of the exercise of stock options and ESPP purchases of $0.1 million.purchases.

There were no significant and material changes in our critical accounting policies and use of estimates during the threesix months ended MarchJune 31,30, 2026, as compared to those disclosed in "Management's Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Estimates and Accounting Policies" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 24, 2026.