FiscalNote Holdings, Inc. SEC Filings

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.

FiscalNote Holdings, Inc. set the compensation terms for President & Chief Executive Officer Key Compton through a CEO employment agreement entered into on July 24, 2026 in connection with his appointment effective June 22, 2026. The package includes an annual base salary of $425,000, a target annual incentive bonus equal to 75% of base salary, and an initial grant of 1,450,000 performance-based restricted shares. These Performance Shares vest only if both stock price performance milestones, based on volume weighted average price over five or 10 years, and service-based conditions are met; service conditions cover 950,000 shares after one year and 500,000 after two years.

Upon a Change in Control, Mr. Compton is eligible for a $1 million Transaction Bonus, reduced by any proceeds from vested Performance Shares, including for qualifying events up to six months after certain terminations. If terminated without Cause or for Good Reason outside a Change in Control Period, he receives 50% of base salary and 50% of target bonus, six months’ additional time-based vesting, and up to six months of COBRA premiums. Within a Change in Control Period, cash severance increases to 100% of base salary and 100% of target bonus, time-based vesting fully accelerates with potential performance vesting over six months, and COBRA premiums are covered for up to 12 months. FiscalNote also agrees to reimburse his legal fees and provide a tax gross-up tied to a Section 83(b) election on the initial Performance Share award.

FiscalNote Holdings, Inc. entered into letter agreements on July 22, 2026 with GPO FN Noteholder, LLC and YA II PN, Ltd. amending existing forbearance agreements dated April 21, 2026. Under the amended arrangements, these subordinated creditors agree to waive defaults under subordinated convertible debt arising from the delisting of FiscalNote’s Class A common stock from the New York Stock Exchange and to forbear from exercising any rights related to those defaults through August 22, 2026.

FiscalNote Holdings, Inc. director, President and CEO Key Compton reported changes in how his Class A Common Stock is held, reflecting an internal restructuring rather than market trading. An in-kind distribution of 89,171 shares was made from GPO FN Noteholder, LLC to Urgent Capital LLC as payment under a profits interest. Compton is a managing director of Urgent International Inc., which controls Urgent Capital LLC and Global Public Offering Master Fund, L.P., so he may be deemed to have voting and dispositive power over these indirectly held shares. Following these updates, he holds 46,264 shares directly and additional shares indirectly through affiliated entities, including 520,687 shares associated with Urgent Capital LLC and 15,335 shares through another indirect holding.

FiscalNote Holdings announced a leadership transition, with the Board and President & Chief Executive Officer Josh Resnik mutually agreeing to his departure effective June 26, 2026. Director Key Compton was appointed President & Chief Executive Officer effective June 22, 2026 and stepped down from the Audit Committee.

Subject to signing a customary release, Mr. Resnik will receive severance under his Employment Agreement, including a lump-sum payment equal to two times his annual base salary plus his 2026 target bonus, accelerated vesting of service-based equity, and a full COBRA premium subsidy for 18 months. He will remain a consultant through July 31, 2026 to assist with the transition. The Chief Legal and Administrative Officer, Todd Aman, also informed the Company he will resign effective July 2, 2026 to pursue another opportunity.

FiscalNote Holdings, Inc. amended its existing forbearance agreements with GPO FN Noteholder, LLC and YA II PN, Ltd., which hold subordinated convertible debt. The creditors agreed to continue waiving defaults that arose when FiscalNote’s Class A common stock was delisted from the New York Stock Exchange and to forbear from enforcing related rights until July 21, 2026.

This extension temporarily stabilizes the company’s relationship with these subordinated creditors but underscores that delisting-related defaults remain outstanding and subject to creditor action after the forbearance period ends.

FiscalNote Holdings, Inc. obtained short-term relief on its debt by entering a letter agreement with GPO FN Noteholder, LLC. GPO agreed to waive the Company’s obligation to pay the quarterly $2.0 million principal amortization installment otherwise due on July 1, 2026 under a 7.50% Senior Subordinated Convertible Promissory Note maturing on November 13, 2029. The waived amount will instead be payable at the Note’s Maturity Date. FiscalNote states it is continuing to evaluate and pursue strategic value-maximizing options, including discussions with senior and subordinated lenders about potential amendments, maturity extensions, liability management transactions, exchanges, and other strategic alternatives.

FiscalNote Holdings, Inc. reported the results of its annual meeting of stockholders held on May 27, 2026. Stockholders elected Class I directors Key Compton and Timothy Hwang to three-year terms ending at the 2029 annual meeting, with Compton receiving 21,489,942 votes for and Hwang 21,484,901 votes for.

Investors also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers, with 21,500,772 votes for and 173,462 against. Stockholders supported holding these advisory “say-on-pay” votes every year, with 21,450,842 votes favoring an annual frequency.

Finally, stockholders ratified the appointment of RSM US LLP as independent registered public accounting firm for the 2026 fiscal year, with 28,118,673 votes for and relatively few votes against or abstaining.