FiscalNote Holdings, Inc. (NOTE) reports that Urgent Capital LLC received 267,923 Class A common shares on October 29, 2026, through an in-kind distribution from GPO FN Noteholder, LLC as payment pursuant to a profits interest. Key Compton, a director and FiscalNote's President and CEO, may be deemed to have voting and dispositive power over the shares held by Urgent Capital LLC. A separate holding entry reports 1,496,264 Class A common shares held directly by Key Compton; a separate indirect holding is beneficially owned by Global Public Offering Master Fund, L.P., over which Key Compton may also be deemed to have voting and dispositive power.
FiscalNote Holdings, Inc. (NOTE) President and CEO Key Compton reported that Urgent Capital LLC received 222,302 Class A shares on October 15, 2026, in a distribution from GPO FN Noteholder, LLC as an in-kind payment pursuant to Urgent Capital’s profits interest.
Urgent Capital beneficially owns the shares. Because Key Compton is a managing director of Urgent International Inc., which owns and operates Urgent Capital, he may be deemed to have voting and dispositive power over them. Key Compton also reported direct holdings of 1,496,264 Class A shares following the transaction.
FiscalNote Holdings, Inc. (NOTE) reported that Chief Accounting Officer Paul Donnell had 758 shares of Class A Common Stock withheld on August 5, 2026, to satisfy his tax obligation upon vesting of 2,159 restricted stock units. His direct holdings following the transaction were 33,320 shares. The reported per-share price was $0.1489.
FiscalNote Holdings, Inc. (NOTE) reported that Urgent Capital LLC received 193,479 Class A common shares on October 6, 2026, in a distribution from GPO FN Noteholder, LLC as an in-kind payment pursuant to a profits interest held by Urgent Capital LLC. Key Compton, the company’s President and CEO, is a managing director of Urgent International Inc., which owns and operates Urgent Capital LLC; he may be deemed to have voting and dispositive power over those shares. A separate holding entry reports 1,496,264 Class A shares held directly by Key Compton after the transaction.
FiscalNote Holdings, Inc. (NOTE) has completed the sale of its FrontierView business (Frontier Strategy Group, LLC) to Oxford Economics USA, Inc. Under an Equity Purchase Agreement, the buyer will pay a total value of up to approximately $9.4 million, consisting of $6.4 million in cash at closing and a potential earn-out of up to $3.0 million, subject to working capital adjustments and revenue targets. $1.0 million of the closing cash price was placed into escrow for post-closing adjustments and indemnification.
The company used proceeds from the FrontierView sale to prepay $4.95 million of term loans and $0.05 million of accrued interest under its financing agreement, and to pay transaction expenses. On an updated 2026 basis excluding FrontierView, FiscalNote now expects full-year 2026 revenue of $74–$76 million and adjusted EBITDA of $8–$10 million, while stating that expectations for its core Policy business are unchanged. Unaudited pro forma financial information shows the impact of this and prior divestitures, including the earlier $40.0 million cash sale of Oxford Analytica and Dragonfly.
FiscalNote Holdings, Inc. reports sharply weaker results and serious liquidity pressure for the six months ended June 30, 2026. Total revenues were $39.6M versus $50.8M a year earlier, with subscription revenue falling to $37.9M from $46.6M. The company posted a net loss of $71.4M and recorded $54.7M of goodwill impairment, driving its accumulated deficit to $943.6M.
Cash, cash equivalents, restricted cash, and short-term investments totaled $20.6M, while current liabilities were $148.3M, including $106.8M of current maturities of long‑term debt, producing a negative working capital balance of $135.0M (excluding cash and short‑term investments). Total debt was $122.1M.
The company has substantial doubt about its ability to continue as a going concern, citing historical operating losses, covenant breaches under its 2025 Senior Term Loan, delisting of its Class A stock from the NYSE, and cross‑default risk tied to subordinated convertible notes. Forbearance agreements with subordinated creditors currently extend only to August 21, 2026. Management plans include debt renegotiations, asset sales, and potential equity offerings, but acknowledges these plans do not yet alleviate substantial doubt.
FiscalNote Holdings, Inc. reported second quarter 2026 total revenues of $19.6 million, down 16% from $23.3 million a year earlier, but in line with its guidance range of $19.5–$20.5 million. Subscription revenue represented 96% of total revenues. Gross profit was $15.6 million with an 80% gross margin, while adjusted gross profit reached $17.3 million with an 88% adjusted gross margin.
Adjusted EBITDA was $2.3 million, slightly below guidance of $2.5 million and down from $2.8 million in Q2 2025, maintaining a 12% adjusted EBITDA margin. Net loss widened to $(27.8) million from $(13.3) million, driven largely by a $19.1 million Q2 goodwill impairment and $54.7 million in goodwill impairment for the first half. Operating expenses also reflected CEO severance and restructuring costs.
Cash and cash equivalents were $20.6 million at June 30, 2026, with net cash provided by operating activities of $0.9 million in the first half. The company cut its full-year 2026 outlook to $75–$78 million in revenues and $9–$11 million in adjusted EBITDA, from prior ranges of $80–$83 million and $14–$16 million. Net revenue retention improved to 98% from 89%, and management highlighted ongoing cost reductions, AI-driven product initiatives, and a continuing strategic review that may include further divestitures.
FiscalNote Holdings, Inc. President and CEO Josh Resnik reported three tax-withholding dispositions of Class A Common Stock on June 26, 2026, totaling 47,688 shares at $0.1121 per share. The shares were withheld to satisfy tax obligations tied to accelerated vesting of restricted stock units upon his departure.
FiscalNote Holdings, Inc. reported that Chief Legal & Admin. Officer Todd Aman had 1,901 shares of Class A Common Stock withheld on July 1, 2026 at $0.119 per share to satisfy tax obligations upon vesting of 6,314 restricted stock units. Following this tax-withholding disposition and an adjustment for the forfeiture of 42,356 unvested restricted stock units upon his termination of employment on July 2, 2026, Aman directly holds 32,893 shares of Class A Common Stock.
Compton Key reported acquisition or exercise transactions in this Form 4 filing.
FiscalNote Holdings, Inc. reported that President and CEO Key Compton received a grant of 1,450,000 shares of restricted Class A Common Stock on July 24, 2026 at $0.00 per share. These shares vest only upon achieving performance milestones tied to volume weighted average price over five or 10 years and meeting service-based vesting requirements. After this award, he directly holds 1,496,264 Class A shares and may be deemed to have voting and dispositive power over additional shares held indirectly through Urgent Capital LLC and Global Public Offering Master Fund, L.P.