FiscalNote Holdings, Inc. reported a first-quarter 2026 net loss of $43.6 million on revenues of $20.0 million, down from $27.5 million a year earlier, as subscription and non-subscription revenue both declined.
Results reflect a $35.6 million goodwill impairment, shrinking total assets to $213.4 million and stockholders’ equity to $24.8 million. Liquidity remains tight, with cash, cash equivalents, restricted cash, and short-term investments of $26.5 million and a large current debt burden after reclassifying the 2025 Senior Term Loan and certain subordinated notes as current.
The company discloses substantial doubt about its ability to continue as a going concern due to recurring losses, negative working capital, covenant pressures, and NYSE delisting–related defaults under subordinated convertible notes, which could trigger cross-defaults on senior debt if forbearance is not extended.
FiscalNote Holdings, Inc. director Compton Key reported changes in how certain Class A common shares are held through affiliated investment entities, rather than any open-market buying or selling.
A key entry shows an internal transaction coded "J" for 431,394 shares, described as a distribution from GPO FN Noteholder, LLC to Global Public Offering Master Fund, L.P. as an in-kind payment tied to a profits interest held by Urgent Capital LLC. Footnotes state the shares are beneficially owned by GPO Master Fund and Urgent Capital LLC, with Urgent International Inc. owning and operating these entities. As a managing director of Urgent International Inc., Key may be deemed to share voting and dispositive power over these holdings. Following the restructuring, the filing lists 446,729 Class A shares held indirectly in one account, 46,264 shares held directly, and an additional 122 shares held indirectly.
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. President and CEO Josh Resnik reported a routine tax-related share disposition. On the vesting of 2,153 restricted stock units, 1,059 shares of Class A Common Stock were withheld at a price of $0.26 per share to cover his tax obligation. After this non-market transaction, he directly owns 210,795 shares of Class A Common Stock.
FiscalNote Holdings, Inc. Chief Legal & Admin. Officer Aman Todd reported a small tax-related share disposition. On the vesting of 893 restricted stock units, 317 shares of Class A Common Stock were withheld at $0.26 per share to cover tax obligations, leaving him with 77,150 directly held shares.
FiscalNote Holdings is asking stockholders to vote at a virtual annual meeting on May 27, 2026 to elect two Class I directors, approve executive pay on an advisory basis, set the frequency of future pay votes, and ratify RSM US LLP as auditor for 2026.
The company highlights its shift from the NYSE to the OTC market after delisting in April 2026 and says operations and product development continue. Management describes a more focused and profitable business, with 2025 GAAP revenue of $95.4 million, annual recurring revenue of $84.1 million, and Adjusted EBITDA of $10.3 million.
FiscalNote Holdings, Inc. Chief Legal & Admin. Officer Todd Aman reported a routine tax-related share disposition. On April 9, 2026, 2,236 shares of Class A Common Stock were withheld at $0.26 per share to cover taxes on the vesting of 6,314 restricted stock units. After this withholding, Aman directly held 77,467 shares of Class A Common Stock. This was not an open-market sale but an automatic tax-withholding event tied to equity compensation vesting.
FiscalNote Holdings, Inc. notifies the removal of its Class A common stock and related warrants from listing and registration on the New York Stock Exchange LLC. The filing cites compliance with 17 CFR 240.12d2-2 and states the Exchange and the issuer have met the procedures for voluntary withdrawal.
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.