FiscalNote Holdings, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE

14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

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FiscalNote Holdings, Inc.

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FiscalNote shareholders, It’s my pleasure to extend to you an invitation to attend our 2025 Annual Meeting of Stockholders. At FiscalNote, we’re on a mission to leverage our unique combination of proprietary AI technology, comprehensive data, and decades of trusted analysis to help our customers efficiently manage political and business risk. Since our last Annual Meeting, we have continued to drive forward a transformation of our business with a clear focus on three crucial pillars: 1. Consistently and rapidly expanding Adjusted EBITDA margins; 2. Managing our debt and accelerating our path to positive free cash flow; and 3. Building a strong foundation for long-term, profitable, sustainable growth. Throughout 2024, we executed swiftly against all three pillars and made tremendous progress. Regarding Adjusted EBITDA margins, we announced $9.8 million in Adjusted EBITDA for 2024, a year-over-year improvement of more than $17 million and 1400 basis points. This is an incredible accomplishment by our teams. To get there, we’ve been extremely disciplined in our operations, including streamlining our management structure, sunsetting unprofitable and non-core initiatives, and making numerous other changes throughout the organization that enable us to drive greater efficiencies. Regarding managing our debt and accelerating the path to positive free cash flow, we reduced our outstanding senior debt by 61% over the past twelve months through divestitures of non-core businesses, including Board.org, Aicel, Oxford Analytica and Dragonfly. By reducing our senior debt, we are driving a proportional decrease in our anticipated cash interest payments, which, together with the efficiencies noted above plus disciplined management of capital expenditures, provides a clear path to positive free cash flow. Regarding our foundation for long-term, profitable, sustainable growth, we believe our decision to focus on our core policy business will fuel future growth by positively impacting customer engagement, retention, and expansion revenue in the near and long term. In January 2025, we announced the launch of PolicyNote, an AI-first platform that will consolidate all of our policy-related data and content in a single user interface and radically enhance the customer experience with a goal to further empower our customers in critical decision-making and drive outsized impacts to their organizations. This is foundational for product-led sales and growth, and will be a centerpiece for efficient, scalable innovation for the future. While it’s early in PolicyNote’s life cycle, we are already seeing strong engagement and promising adoption trends. Customers are actively leveraging our advanced AI features and finding real value in them. We also see greater momentum in sales and marketing, with increased inbound interest and a higher conversion rate as leads move through the funnel. As we continue to execute against our product roadmap – consolidating our platforms, creating an entirely new AI-forward experience, and establishing a culture of product excellence and product-led sales and growth across the company – we are confident we are building a foundation for sustainable ARR growth and durable retention rates while furthering our impact on an expanding global customer base. In sum, we believe we’re executing on a clear and compelling plan. We have a diverse base of more than 4,000 customers spanning a wide range of industries and market sectors. We solve complex, global challenges that are becoming increasingly difficult for organizations to manage. Our transformational new product integrates the best in data, proprietary insights, and AI to deliver more powerful and efficient solutions for our customers. We’ve sharpened our focus by continuing to improve and streamline operations and by divesting non-core businesses, ensuring that our teams can execute with excellence. Looking ahead to the future, we’ll continue to leverage our technology and industry expertise to automate more and more aspects of policy and regulatory workflows, driving greater share of wallet and durable growth for the long run. I’m extremely confident in our ability to do this, and I’m excited for what the future holds for FiscalNote.

GAAP Revenue $120.3 million for FY 2024

Annual RecurringRevenue* $107.0 million as of December 31, 2024

GAAP Net Income $9.5 million for FY 2024

Adjusted EBITDA* $9.8 million for FY 2024

* “Annual Recurring Revenue” is a key performance indicator, and “Adjusted EBITDA” is a non-GAAP measure. Please refer to our Annual Report on Form 10-K for fiscal year 2024 to see how we define these terms and why we consider them important in our operations. A reconciliation of Adjusted EBITDA to its most directly comparable GAAP financial measure, net income, is included in Appendix A to this Proxy Statement.

And now, here is some information about the Annual Meeting: • The meeting will be held virtually on May 28, 2025, at 10:00 a.m., Eastern Time (U.S.). You may attend the meeting, submit questions, and vote your shares electronically during the meeting via live webcast by visiting www.proxydocs.com/NOTE. • Please review the accompanying Notice of 2025 Annual Meeting of Stockholders and Proxy Statement, which provide important information about our corporate governance, executive compensation, and the proposals that stockholders will be asked to consider and vote upon at the meeting. • We hope you will join us at the meeting but, whether or not you plan to attend, it is important that your shares be represented. Please make sure your vote is received and counted by voting via our online portal, mail or telephone by following the instructions included with the proxy card accompanying these materials. We greatly appreciate the support of all our shareholders – I offer my sincere thanks for believing in FiscalNote and our mission. We’re excited to continue this journey with you and to work towards delivering increasing and durable long-term value for our customers, partners, employees and shareholders. Josh Resnik Chief Executive Officer and President

Notice of 2025 Annual Meeting of Stockholders

To the Stockholders of FiscalNote Holdings, Inc.:

The Annual Meeting of Stockholders of FiscalNote Holdings, Inc. will be held on May 28, 2025, at 10:00am, Eastern Time. We have adopted a virtual format for the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) to provide a consistent and convenient experience to all stockholders, regardless of location. You may attend the Annual Meeting, submit questions and vote your shares electronically during the Annual Meeting via live webcast by visitingwww.proxydocs.com/NOTE.

The Annual Meeting is being held for the following purposes:

Only stockholders of record at the close of business on April 2, 2025 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the meeting. This proxy statement and the proxy card are being made available to you online or mailed to you beginning on or about April 16, 2025.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be

Held Virtually on May 28, 2025, at 10:00am, Eastern Time.

The proxy statement and annual report to stockholders

are available atwww.proxydocs.com/NOTE.

By Order of the Board of Directors,

Todd Aman

Senior Vice President, General Counsel & Secretary

April 16, 2025

Table of Contents

Proxy Statement of FiscalNote Holdings, Inc.