FiscalNote (NOTE) hit by NYSE delisting notice as it cuts costs and shifts to OTC

Rhea-AI Filing Summary

FiscalNote Holdings, Inc. reported that the New York Stock Exchange has notified the company it is commencing delisting proceedings because the 30‑day average closing price of its Class A common stock fell below $1.00. Trading in the common stock and warrants has been suspended on the NYSE, and the securities are expected to begin trading on the OTC Markets on March 26, 2026 under the same ticker symbols.

The company is evaluating an appeal of the delisting determination. Management highlights a recent organizational transformation, including a 25% workforce reduction and approximately 19% lower cash operating costs, which it says expand Adjusted EBITDA margins and are expected to support positive free cash flow over the twelve months beginning April 1, 2026. FiscalNote is also investing in its PolicyNote API, AI integrations, and new political prediction products, while its board continues a strategic review that includes potential divestitures of non‑core assets.

Positive

• Planned move to positive free cash flow: Management states that recent cost actions, including a 25% workforce reduction and approximately 19% lower cash operating costs, are expected to position the company to generate positive free cash flow over the twelve months beginning April 1, 2026.

Negative

• Loss of NYSE listing and trading suspension: The New York Stock Exchange has begun delisting proceedings after the company’s 30‑day average share price fell below $1.00, with trading in the stock and warrants suspended on the NYSE and quotations moving to OTC Markets.

Insights

Equity & Listing Analyst

NYSE delisting and OTC move are a clear negative for the stock’s profile.

FiscalNote has been notified that its shares no longer meet the NYSE’s $1.00 minimum average price standard and that delisting proceedings will begin. Trading in both the Class A common stock and warrants is suspended on the NYSE, with quotations expected to move to OTC Markets on March 26, 2026.

Shifting from a major exchange to OTC typically reduces visibility and may limit access for some institutional investors, even though the company states that business operations and SEC reporting continue. Management is considering an appeal, but the outcome is uncertain and not assured by the company’s own language.

The board’s ongoing review of “all strategic options,” including possible divestitures, underscores that leadership is actively reassessing the company’s path forward. Any resulting transactions, if pursued, could reshape the business mix, but timing and impact are not detailed and will depend on future decisions and market conditions.

Technology & Operations Analyst

Cost cuts and AI-focused initiatives aim to stabilize finances after the listing setback.

The company links the NYSE delisting news with an internal restructuring that includes a 25% workforce reduction and approximately 19% lower cash operating costs. Management states these changes expand Adjusted EBITDA margins and are expected to support positive free cash flow over the twelve months beginning April 1, 2026.

Operationally, FiscalNote emphasizes its PolicyNote platform and data as foundations for new growth. It is enhancing its PolicyNote API, including an MCP server so AI agents from providers such as Anthropic, OpenAI, Google Gemini, and Microsoft can use its datasets. A new integration with ChatGPT is highlighted as a way for developers and policy professionals to access structured policy and regulatory data.

The company also plans to enter the political predictions space, including prediction markets and related engagement products, to further monetize its data. These initiatives are presented as long‑term growth drivers, but their eventual revenue contribution and adoption are not quantified here, so actual financial impact will depend on execution and market uptake.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 25, 2026

FISCALNOTE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-39672		88-3772307
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1201 Pennsylvania Avenue NW, 6th Floor,

Washington, D.C. 20004

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (202)793-5300

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.0001 per share		NOTE		NYSE
Warrants to purchase 0.131 shares of Class A common stock, each at an exercise price of $11.50 per warrant		NOTE.WS		NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Item 8.01. Other Events.

On March 25, 2026, FiscalNote Holdings, Inc., a Delaware corporation (the “Company”) announced that it received a letter (the “Delisting Notice”) from the staff of the New York Stock Exchange (the “Exchange” or “NYSE”) indicating that the Company is not in compliance Rule 802.01C of the NYSE’s continued listing requirements, since, as of March 25, 2026, the 30-trading day average closing price of the Company’s shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), had fallen below $1.00 per share, and that the Exchange will be commencing delisting proceedings. The Company has a right to appeal the delisting determination (“Appeal”) to a Committee of the Board of Directors of the Exchange (the “Committee”), and is evaluating that option.

The Delisting Notice immediately suspends trading of the Common Stock and the Company’s warrants to purchase 0.131 shares of Common Stock, with an exercise price of $11.50 per share of Common Stock (the “Warrants”) on the NYSE. The Common Stock and Warrants are expected to begin trading on the OTC Markets on March 26, 2026. The Delisting Notice does not affect the Company’s ongoing business operations or its reporting requirements with the Securities and Exchange Commission (the “SEC”).

On March 25, 2026, the Company issued a press release announcing the receipt of the Delisting Notice and that it is considering its options to Appeal the delisting determination described above. The press release is filed as Exhibit 99.1 and is hereby incorporated by reference herein.

Forward-Looking Statements

Certain statements in this Current Report on Form 8-K 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 the Company’s future financial or operating performance. 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 discussed in the Company’s SEC filings, including its most recent Annual Report on Form 10-K, particularly the “Risk Factors” section of that report, could cause actual results to differ materially from those indicated by the forward-looking statements made in this Current Report on Form 8-K. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company 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 be achieved 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. The Company 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release, dated March 25, 2026
104		Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FISCALNOTE HOLDINGS, INC.
By:		/s/ Todd Aman
Name:		Todd Aman
Title:		Chief Legal & Administrative Officer

Date: March 25, 2026

Exhibit 99.1

FiscalNote Holdings Announces NYSE Notice of Delisting and Appeal Process

Trading Expected to Continue Uninterrupted as Shares Move to Over-the-Counter Market

Company Remains Positioned to Deliver Positive Free Cash Flow on a Forward Twelve-Month Basis While Advancing Key Growth Initiatives

Board of Directors Continues to Review All Strategic Options Available to the Company to Maximize Shareholder Value

WASHINGTON, D.C., March 25, 2026 - FiscalNote Holdings, Inc. (“FiscalNote” or the “Company”) (Ticker: NOTE), the leading provider of AI-driven policy and regulatory intelligence solutions, reported that on March 25, 2026, it received notification from the New York Stock Exchange (the “NYSE” or the “Exchange”) that it no longer complies with the NYSE’s continued listing standard requiring companies to maintain an average closing share price of at least $1.00 over a consecutive 30 trading-day period. Accordingly, the NYSE has determined to commence delisting proceedings pursuant to Section 804 of the NYSE Listed Company Manual. Trading in the Class A common stock and warrants on the NYSE will be suspended immediately, and the Company expects trading to commence on the OTC markets on March 26, 2026 under the same ticker symbol. The Company is evaluating alternatives to appeal the delisting determination to the Exchange’s Listing Qualifications Panel, although there can be no assurance that any such appeal, if made, will be successful.

As the Company prepares for trading on a different exchange, it is doing so at the start of a new phase of health and opportunity. FiscalNote recently announced an organizational transformation that includes a 25% workforce reduction and a reduction in cash operating costs of approximately 19%. These changes substantially expand the Company’s Adjusted EBITDA margins and position FiscalNote to generate positive Free Cash Flow over the twelve month period beginning April 1, 2026, reflecting a structurally stronger operating model and a more focused cost base. In its core business, the Company completed the transition of customers off of its legacy FiscalNote platform in 2025, and as it continues with additional migrations in 2026 it does so with PolicyNote having demonstrated higher levels of user engagement and showing early signs of improving retention.

In addition, FiscalNote is positioned for meaningful long-term growth through two major initiatives that build directly on its core strengths. First, it is enhancing its PolicyNote API, including an MCP server to allow AI agents — including those developed by Anthropic, OpenAI, Google Gemini, and Microsoft — to leverage FiscalNote’s unique set of data to power new applications. This expands FiscalNote’s policy intelligence to serve as infrastructure for AI-driven consumption, including through the Company’s integration with OpenAI announced earlier today which enables developers, policy analysts, and enterprise teams from around the world to access FiscalNote’s structured policy and regulatory data directly within ChatGPT. Second, the Company is entering the fast-growing market for political predictions through a broad portfolio of products that leverage its domain expertise and data, including prediction markets themselves as well as engagement formats such as tip sheets and fantasy-style experiences. This approach expands the potential ways that FiscalNote can monetize its insights across multiple touchpoints in this rapidly emerging ecosystem.

The Company’s Board of Directors along with its advisors continue to review the Company’s ongoing plans and evaluate all strategic value-maximizing options available to the Company, including evaluation of potential further divestitures of non-core assets. There can be no assurance that the strategic review will result in any transaction or other outcome. The Company has not set a timetable for completion of the review and does not intend to disclose developments or provide updates on the progress or status of the review unless and/or until it deems further disclosure is appropriate or required.

About FiscalNote Holdings, Inc.

FiscalNote (Ticker: NOTE), the global leader in AI-driven policy intelligence, delivers its deep expertise in legislative tracking, regulatory analysis, and stakeholder engagement through PolicyNote, its flagship platform. Built to ensure the most complete, real-time view of the policy landscape, PolicyNote delivers synthesized, expert-driven analysis integrated with AI- powered monitoring, fueled by the trusted analysis and reporting of CQ and Roll Call, and the grassroots mobilization power of VoterVoice. From the committee room to the board room, FiscalNote’s PolicyNote Suite ensures every user has the unmatched clarity and speed needed to understand and impact policy.

Forward-Looking Statements

Certain statements in this press release 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. 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. These and other important 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 in this press release. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by FiscalNote and its management, are inherently uncertain. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place 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.

Media

Yojin Yoon

press@fiscalnote.com

Investor Relations

Jon Slabaugh

ir@fiscalnote.com

Source: FiscalNote

FAQ

Why is FiscalNote (NOTE) being delisted from the NYSE?

FiscalNote is being delisted because its 30‑trading day average closing price fell below the NYSE’s $1.00 minimum. The exchange issued a delisting notice and will commence proceedings under its continued listing standards due to this sustained price non‑compliance.

Where will FiscalNote (NOTE) shares trade after NYSE suspension?

After NYSE trading is suspended, FiscalNote expects its Class A common stock and warrants to trade on the OTC Markets starting March 26, 2026. The company indicates that the securities should continue under the same ticker symbols used on the NYSE.

Can FiscalNote appeal the NYSE delisting decision?

FiscalNote has the right to appeal the NYSE’s delisting determination to an exchange committee and is evaluating this option. The company explicitly notes there is no assurance any appeal, if pursued, would be successful or result in the shares remaining listed.

What cost-cutting measures has FiscalNote (NOTE) recently implemented?

FiscalNote recently announced an organizational transformation that includes a 25% workforce reduction and approximately 19% reduction in cash operating costs. Management says these changes expand Adjusted EBITDA margins and help position the company for positive free cash flow over the next twelve months.

How is FiscalNote using AI and PolicyNote to drive growth?

FiscalNote is enhancing its PolicyNote API and adding an MCP server so AI agents from major providers can use its policy data. It also launched an integration with ChatGPT, allowing developers and analysts to access structured policy and regulatory information directly within the AI interface.

What new markets is FiscalNote (NOTE) targeting with political predictions?

FiscalNote plans to enter the political predictions market with products such as prediction markets, tip sheets, and fantasy-style experiences. These offerings aim to monetize its policy and regulatory data across more customer touchpoints within a rapidly emerging political prediction ecosystem.

What strategic options is FiscalNote’s board currently reviewing?

FiscalNote’s board, working with advisors, is reviewing all strategic value-maximizing options, including potential divestitures of non-core assets. The company states there is no assurance this review will produce a specific transaction and no timetable has been set for its completion.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 10.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 13.3 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 14.3 KB