FiscalNote defers $2.0M note payment to 2029

FiscalNote Holdings, Inc. obtained short-term relief on its debt by entering a letter agreement with GPO FN Noteholder, LLC.

Rhea-AI Filing Summary

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.

Positive

• None.

Negative

• Deferral of scheduled principal payment signals balance-sheet pressure: A quarterly $2.0 million principal amortization on the 7.50% Senior Subordinated Convertible Promissory Note due July 1, 2026 has been waived and pushed to the November 13, 2029 maturity, alongside disclosure of broad liability management discussions with lenders.

Insights

Credit and capital structure analyst

FiscalNote defers a $2.0M note payment while pursuing broader debt talks.

FiscalNote and GPO FN Noteholder, LLC agreed to shift a $2.0 million principal amortization installment due on July 1, 2026 to the November 13, 2029 maturity of a 7.50% Senior Subordinated Convertible Promissory Note. This effectively provides near-term liquidity relief while leaving total principal unchanged.

The Company discloses ongoing evaluation of strategic value-maximizing options and active engagement with its senior and subordinated lenders. Potential steps include amendments, maturity extensions, liability management transactions, exchanges, and other strategic alternatives, with no assurance of outcomes or timing from these discussions.

This filing highlights an increased focus on managing the capital structure and upcoming obligations. Actual impact will depend on any future agreements with lenders or completed liability management transactions, which the Company indicates it may disclose when it deems further disclosure appropriate or required.

8-K Event Classification

2 items: 1.01, 8.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Deferred principal installment: $2.0 million Note interest rate: 7.50% Note maturity date: November 13, 2029 +1 more

4 metrics

Deferred principal installment $2.0 million Quarterly amortization waived for July 1, 2026 and moved to maturity

Note interest rate 7.50% Senior Subordinated Convertible Promissory Note coupon

Note maturity date November 13, 2029 Maturity of the 7.50% Senior Subordinated Convertible Promissory Note

Deferred installment due date July 1, 2026 Original due date of the waived $2.0 million principal payment

Key Terms

7.50% Senior Subordinated Convertible Promissory Note, Maturity Date, liability management transactions, forward-looking statements, +1 more

5 terms

7.50% Senior Subordinated Convertible Promissory Note financial

"that certain 7.50% Senior Subordinated Convertible Promissory Note due November 13, 2029, issued by the Company to GPO"

Maturity Date financial

"Such waived amount will be payable on the Maturity Date of the Note"

The maturity date is the specific day when a loan, bond, or investment reaches its full term and the borrower must repay the borrowed amount in full. It is important for investors because it indicates when they will receive their initial money back and can plan their future financial steps accordingly. Think of it as the due date for a loan or the day a gift card or coupon expires.

liability management transactions financial

"These discussions may include amendments, maturity extensions, liability management transactions, exchanges, and other strategic alternatives"

Liability management transactions are moves a company makes to change the shape or cost of its debts—for example buying back bonds, swapping old loans for new ones with different terms, or extending repayment dates. Think of it like rearranging or refinancing a mortgage to secure a lower monthly payment or delay a big due date; these actions can reduce interest costs, ease short‑term cash pressure or change credit risk, so investors watch them for effects on future cash flow, default risk, and potential dilution if debt is converted into shares.

forward-looking statements regulatory

"Certain statements in this 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 are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Risk Factors regulatory

"Factors discussed in the Company’s SEC filings, including its most recent Annual Report on Form 10-K, particularly the “Risk Factors” section"

Risk factors are elements or conditions that could cause an investment's value to decrease or lead to potential losses. They are like warning signs or obstacles that can affect the success of an investment, making it uncertain or more unpredictable. Recognizing risk factors helps investors understand the possible challenges and make more informed decisions.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What debt change did FiscalNote (NOTE) disclose in this 8-K?

FiscalNote disclosed that GPO FN Noteholder, LLC waived a quarterly $2.0 million principal amortization installment otherwise due on July 1, 2026 under a 7.50% Senior Subordinated Convertible Promissory Note, moving that payment to the Note’s Maturity Date on November 13, 2029.

Which note is affected by FiscalNote’s deferred $2.0 million payment?

The change affects a 7.50% Senior Subordinated Convertible Promissory Note issued to GPO FN Noteholder, LLC. The quarterly $2.0 million principal installment due July 1, 2026 is now payable on the Note’s November 13, 2029 Maturity Date instead of mid-2026.

Why is FiscalNote negotiating with its lenders according to the filing?

FiscalNote states it is evaluating and pursuing strategic value-maximizing options, including engaging senior and subordinated lenders. Discussions may cover amendments, maturity extensions, liability management transactions, exchanges, and other strategic alternatives as part of managing its existing obligations and capital structure.

Has FiscalNote committed to any broader restructuring or exchange transactions?

The company describes potential amendments, maturity extensions, liability management transactions, exchanges, and other strategic alternatives, but clearly notes there is no assurance these discussions will produce any particular outcome, on any timetable or at all, based on the current disclosure language.

How is FiscalNote supporting its strategic and lender discussions?

FiscalNote reports that it has engaged an external financial advisor. This advisor is actively involved in discussions with each of the company’s senior and subordinated lenders as FiscalNote explores amendments, maturity extensions, liability management transactions, exchanges, and other strategic alternatives related to its obligations.

What cautionary language does FiscalNote include about forward-looking statements?

The company states forward-looking statements are subject to risks and uncertainties and may differ materially from actual results. It references risk factors in its most recent Form 10-K and emphasizes investors should not place undue reliance on such statements, which speak only as of their date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/16/2026 - 04:05 PM Learn about SEC filing dates

false 0001823466 0001823466 2026-06-16 2026-06-16

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): June 16, 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 Id No.)

1201 Pennsylvania Avenue NW 6th Floor Washington, District of Columbia		20004
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (202) 793-5300

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
N/A		N/A		N/A
N/A		N/A		N/A

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).

Emerging growth company ☐

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 1.01 Entry into a Material Definitive Agreement.

On June 16, 2026, FiscalNote Holdings, Inc. (the “Company”) entered into a letter agreement with GPO FN Noteholder, LLC (“GPO”), pursuant to which GPO agreed, among other matters, to waive the Company’s obligation to deliver the quarterly $2.0 million principal amortization installment that otherwise would be payable on July 1, 2026 pursuant to Section 8 of that certain 7.50% Senior Subordinated Convertible Promissory Note due November 13, 2029, issued by the Company to GPO. Such waived amount will be payable on the Maturity Date of the Note.

Item 8.01 Other Events.

As previously disclosed, the Company continues to evaluate and pursue available strategic value-maximizing options available to the Company, including, among other matters, engaging with its existing senior and subordinated lenders to renegotiate or amend the Company’s existing obligations. The Company has engaged an external financial advisor, which is actively engaged in discussions with each lender. These discussions may include amendments, maturity extensions, liability management transactions, exchanges, and other strategic alternatives. There is no assurance that the discussions will result in any outcome on any particular timetable or at all, and the Company does not intend to disclose developments or provide updates on the progress or status thereof until it deems further disclosure is appropriate or required.

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.

SIGNATURE

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.
				(Registrant)
June 16, 2026				By		/s/ Jon Slabaugh
						Jon Slabaugh
						Chief Financial Officer

Filing Exhibits & Attachments

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• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 9.7 KB