FiscalNote Holdings, Inc. SEC Filings

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.

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 director Key Compton reported updated holdings of Class A Common Stock tied to entities he helps manage. An entity restructuring recorded as an "other" transaction moved 431,394 shares at a price of $0.00 per share, as an in-kind distribution from GPO FN Noteholder, LLC to Urgent Capital LLC under a profits interest. After this change, one indirect account shows 431,516 shares held, while separate entries show 46,264 shares held directly and 15,335 shares held indirectly. Footnotes state that Urgent Capital LLC and Global Public Offering Master Fund, L.P. beneficially own the indirect shares, and Compton may be deemed to share voting and dispositive power through his role at Urgent International Inc.

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.