FiscalNote (NOTE) wins forbearance on delisting-triggered debt defaults to June 21, 2026

Rhea-AI Filing Summary

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.

Insights

Credit and capital structure analyst

Subordinated lenders temporarily waive delisting-related defaults to June 21, 2026.

FiscalNote Holdings, Inc. obtained amended forbearance agreements from GPO FN Noteholder, LLC and YA II PN, Ltd covering subordinated convertible debt. The amendments address defaults triggered specifically by the delisting of the company’s Class A common stock from the New York Stock Exchange.

The Subordinated Creditors have agreed both to waive these delisting-related defaults and to forbear from exercising associated rights until June 21, 2026. This offers short-term breathing room but does not resolve broader capital structure or listing issues. The impact ultimately depends on how the company uses this window to address its financing position.

Investors may look to future company disclosures for any refinancing steps, exchange offers, or restructuring discussions that could follow this forbearance period. The filing itself does not quantify the subordinated convertible debt involved or set out later milestones beyond the stated forbearance end date.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

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

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Event date: May 18, 2026 Original forbearance date: April 21, 2026 Forbearance end date: June 21, 2026

3 metrics

Event date May 18, 2026 Date FiscalNote entered amended forbearance letter agreements

Original forbearance date April 21, 2026 Date of initial forbearance agreements with subordinated creditors

Forbearance end date June 21, 2026 End of period during which creditors agree to forbear on delisting-related defaults

Key Terms

forbearance agreements, Subordinated Creditors, subordinated convertible debt instruments, delisting

4 terms

forbearance agreements financial

"entered into letter agreements amending its forbearance agreements dated April 21, 2026"

A forbearance agreement is a temporary deal between a borrower and a lender in which the lender agrees not to pursue default remedies or to relax payment terms for a set period. It matters to investors because it can preserve short-term cash flow and avoid an immediate default, but it can also signal financial stress and delay recognition of credit losses, so it affects risk assessment and valuation.

Subordinated Creditors financial

"YA II PN, Ltd (together with GPO, the “Subordinated Creditors”)"

subordinated convertible debt instruments financial

"under the terms of subordinated convertible debt instruments issued to the Subordinated Creditors"

delisting financial

"arising from the delisting of the Company's Class A common stock from the New York Stock Exchange"

Delisting occurs when a company's stock is removed from a stock exchange and is no longer available for trading there. This can happen voluntarily or because the company no longer meets the exchange's requirements. For investors, delisting means they can no longer buy or sell shares of that company on the exchange, which may make it more difficult to sell their investments or affect the stock's value.

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Understanding 8-K Material Events →

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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): May 18, 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, 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 8.01 Other Events.

On May 18, 2026, the Company entered into letter agreements amending its forbearance agreements dated April 21, 2026 with each of GPO FN Noteholder, LLC (“GPO”) and YA II PN, Ltd (together with GPO, the “Subordinated Creditors”). Pursuant to the forbearance agreements, as amended, each Subordinated Creditor has agreed to waive defaults under the terms of subordinated convertible debt instruments issued to the Subordinated Creditors arising from the delisting of the Company's Class A common stock from the New York Stock Exchange, and to forbear from exercising any rights relating to such defaults, until June 21, 2026.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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.
Date:	May 18, 2026	By:	/s/ Todd Aman
			Name: Todd Aman Title: Chief Legal & Administrative Officer

FAQ

What did FiscalNote Holdings (NOTE) announce regarding its subordinated creditors?

FiscalNote entered into letter agreements amending prior forbearance deals with GPO FN Noteholder, LLC and YA II PN, Ltd. These amendments cover subordinated convertible debt defaults triggered by the company’s NYSE delisting, providing temporary relief from creditor enforcement actions tied to that event.

Why were FiscalNote’s subordinated convertible debt instruments in default?

The defaults arose under subordinated convertible debt instruments issued to GPO FN Noteholder, LLC and YA II PN, Ltd when FiscalNote’s Class A common stock was delisted from the New York Stock Exchange. The lenders have now agreed to waive these specific delisting-related defaults under amended forbearance agreements.

How long will FiscalNote’s subordinated creditors forbear from exercising rights?

GPO FN Noteholder, LLC and YA II PN, Ltd agreed to forbear from exercising rights related to the delisting-triggered defaults until June 21, 2026. During this period, they will not enforce remedies tied to those specific defaults, giving FiscalNote time to manage its capital structure issues.

When were the original forbearance agreements with FiscalNote’s subordinated creditors signed?

The original forbearance agreements with GPO FN Noteholder, LLC and YA II PN, Ltd were dated April 21, 2026. On May 18, 2026, FiscalNote entered into letter agreements amending those forbearance arrangements to address defaults related to its New York Stock Exchange delisting.

Does FiscalNote’s new agreement resolve all issues from its NYSE delisting?

The agreements do not state that all issues are resolved. They specifically waive defaults and defer enforcement of rights under subordinated convertible debt instruments arising from the NYSE delisting, until June 21, 2026. Other consequences of the delisting are not detailed in this disclosure.

Filing Exhibits & Attachments

1 document

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 52.4 KB