Every 8-K that FISCALNOTE HLDG INC A (NOTE) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow NOTE and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full NOTE filings page.
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. 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. 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 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.
FiscalNote Holdings, Inc. reported that on May 18, 2026 it entered into letter agreements amending existing forbearance agreements dated April 21, 2026 with GPO FN Noteholder, LLC and YA II PN, Ltd, referred to as the Subordinated Creditors.
Under the amended forbearance arrangements, each Subordinated Creditor agreed to waive defaults under subordinated convertible debt instruments that arose from the delisting of FiscalNote’s Class A common stock from the New York Stock Exchange. They also agreed to forbear from exercising any rights related to these specific defaults until June 21, 2026, providing the company temporary relief from enforcement actions tied to the delisting event.
FiscalNote Holdings reported Q1 2026 revenue of $20.0 million, down from $27.5 million a year earlier, with Adjusted EBITDA of $1.0 million, both in line with guidance. The quarter included a $35.6 million goodwill impairment, driving a net loss of $43.6 million, or $2.39 per share.
Subscription revenue remained dominant at 95% of total revenue and Adjusted Gross Margin held at 87%. Management reaffirmed full-year 2026 guidance and expects positive free cash flow on a next-twelve-month basis from Q2 2026 through Q1 2027, supported by AI-driven operational efficiencies and new agentic API and political prediction market initiatives.
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.
FiscalNote Holdings, Inc. reported that Board member Anna Sedgley has decided to resign as a director effective March 19, 2026. She is leaving to focus on other professional commitments and the company states her resignation is not due to any disagreement regarding its operations, policies or practices.
Ms. Sedgley joined the Board in February 2021 and currently serves as Chair of the Audit Committee. The company acknowledges and thanks her for the critical guidance she has provided during her tenure on the Board.
FiscalNote Holdings reported weaker fourth quarter and full-year 2025 results while launching a major restructuring. Q4 2025 revenue was $22.2M, down from $29.5M, with a net loss of $22.9M but positive Adjusted EBITDA of $2.5M. For 2025, revenue fell to $95.4M from $120.3M, and net results swung to a $65.2M loss from $9.5M income, even as Adjusted EBITDA reached $10.3M and an 11% margin.
The company is cutting its workforce by about 25% and targeting positive Free Cash Flow on a trailing twelve‑month basis by the end of Q1 2027. Initial 2026 guidance calls for revenue of $80–83M versus pro forma $90.7M in 2025 and Adjusted EBITDA of $14–16M. The board continues to review strategic options, including possible divestitures of non-core assets.
FiscalNote Holdings, Inc. filed an 8-K furnishing materials from a live investor discussion on its expansion into political prediction markets. Management and strategic advisors outlined why they see prediction markets as a fast-growing, durable category for outcome-based political and macro forecasting.
The materials highlight rapid industry growth, with 2025 U.S. prediction market trading described in the tens of billions of dollars and political contracts accounting for a meaningful share. They emphasize regulatory momentum from the CFTC, increasing institutional interest, and integrations of prediction market data into established financial platforms.
FiscalNote positions this move as an extension of its core policy data and analytics business, not a pivot. The company plans a phased roadmap that starts with subscription “tip sheet” and insight products, fantasy-league style experiments, and partnerships such as 365Prediction to access infrastructure, while leveraging its existing policy expertise and relationships with advocacy organizations.
FiscalNote Holdings, Inc. filed a current report describing an e-mail from CEO Josh Resnik outlining the company’s next phase of growth. He highlights entry into political prediction markets, noting that billions of dollars already flow through such markets monthly and positioning FiscalNote to improve transparency, governance, and market quality.
The message also emphasizes expanding delivery of FiscalNote’s proprietary policy data and analysis through APIs, integrations, and support for AI agents, aiming to be an “essential source of truth” for mission-critical decisions. Resnik reiterates the importance of the PolicyNote platform and says the company is focused on materially improving efficiency and moving beyond Adjusted EBITDA profitability toward consistent positive free cash flow.
FiscalNote Holdings, Inc. furnished an 8-K announcing its financial results for the quarter ended September 30, 2025. The results were disclosed via a press release attached as Exhibit 99.1 under Item 2.02 (Results of Operations and Financial Condition).
The company states that the Item 2.02 information, including Exhibit 99.1, is being furnished and is not deemed “filed” for purposes of Section 18 of the Exchange Act, nor incorporated by reference unless expressly set forth. No additional financial details are included in this report.
FiscalNote Holdings, Inc. disclosed executive compensation changes and retention incentives. The company entered into amended and restated employment agreements with CEO Josh Resnik and CFO Jon Slabaugh that adjust the severance multiple used for benefits upon a Covered Termination, revise the definition of “Good Reason,” and confirm that “Target Bonus” is tied to the fiscal year of the Date of Termination. The Compensation Committee approved the agreements.
The Committee also granted one-time cash retention awards of $500,000 to Mr. Resnik and $300,000 to Mr. Slabaugh, payable if each remains employed for 48 months after executing the award agreements, with acceleration in certain specified scenarios. In addition, the Committee adopted an Amended and Restated Change in Control Severance Plan to replace the prior plan; principal executive and financial officers and named executive officers do not participate in the new plan.
FiscalNote Holdings, Inc. reported that on August 5, 2025 it entered into a securities purchase agreement with YA II PN, Ltd. to issue convertible debentures in two tranches totaling approximately $33 million. The filing references a prior report filed with the SEC on August 6, 2025. The second tranche, a debenture of $12.3 million, was issued on September 11, 2025. The document is signed by Todd Aman, Chief Legal & Administrative Officer, dated September 11, 2025. The disclosure identifies the counterparty, the aggregate principal amount of the financing, and the date of the second tranche issuance.
FiscalNote Holdings, Inc. approved a 1-for-12 reverse stock split of its Class A and Class B common stock to take effect at 4:30 p.m. on August 29, 2025. Each group of twelve pre-split shares will be converted into one post-split share of the same class with no change to par value. No fractional post-split shares will be issued; holders who would otherwise receive fractional shares will receive a cash payment equal to the proceeds from the aggregated sale of those fractions by the transfer agent. A Certificate of Amendment to the company's Certificate of Incorporation was filed to implement the split.
On 5 Aug 2025, FiscalNote Holdings (NYSE: NOTE) executed a sweeping balance-sheet recapitalisation. The company will refinance its existing senior facility with a new $75 million senior secured term loan maturing Aug 2029. Net proceeds of c.$72.9 million will retire the prior loan, pay fees and settle legacy subordinated notes. The loan bears either reference rate + 7% or SOFR + 8%, amortises quarterly starting 30 Sep 2025 ($0.47 m for four quarters, then $0.94 m) and is protected by first-lien security plus covenants covering minimum cash, ARR, adjusted EBITDA and capex.
To further reorganise subordinated debt, FiscalNote will issue $33 million of 18-month 5% convertible debentures (cash proceeds ≈ $30 m) priced at 94% of the 5-day VWAP, subject to a variable floor and NYSE 20 % issuance limits. In parallel, the company will redeem $25 million of an existing subordinated note and replace the remainder with a new 7.5% subordinated convertible note (matures 91 days after Jul 2029, initial conversion price $6.91, quarterly $2 m instalments payable in cash or shares). Both subordinated instruments are contractually junior to the new term loan and contain customary dilution caps, default triggers and registration obligations.