Every 8-K that FISCALNOTE HLDGS INC WTS (NOTEW) 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 NOTEW 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 NOTEW 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. 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. reports that its Class A common stock and warrants were delisted from the New York Stock Exchange after a Form 25 filed by NYSE on April 3, 2026 became effective on April 13, 2026. The securities now trade on the OTCID Basic Market under the symbols “NOTE” and “NOTEW”.
The delisting triggered defaults under subordinated convertible debt held by GPO FN Noteholder, LLC and YA II PN, Ltd. On April 21, 2026, FiscalNote entered into forbearance agreements under which these creditors waived delisting-related defaults and agreed to forbear from exercising related rights until May 21, 2026. The company states it intends to pursue opportunities to relist on other tiers or exchanges.