FiscalNote Holdings, Inc.
For the period ended Dec 31, 2025. Filed Mar 24, 2026.
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FY2025 · Filed Mar 24, 2026
NOTE$0.01+4.0%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
Item 15. Exhibits, Financial Statement Information.
List of documents filed as part of this Report.
Consolidated Financial Statements
The Consolidated Financial Statements for FiscalNote Holdings, Inc. and related notes and the Report of RSM U.S. LLP (PCAOB No.49) dated March 19, 2026, are included herein in Part II, Item 8.
Financial Statement Schedules
All schedules have been omitted because the information required to be set forth herein is not applicable or is shown in the financial statements or notes thereto.
Exhibits
The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of this Annual Report on Form 10-K.
Exhibit Index
| ExhibitNumber | Description | Incorporation by Reference (where a report is indicated below, that document has been previously filed with the SEC and the applicable exhibit is incorporated by reference thereto) |
| 2.1 | Agreement and Plan of Merger, dated as of November 7, 2021, by and among Duddell Street Acquisition Corp. (renamed “FiscalNote Holdings, Inc.”), Grassroots Merger Sub, Inc. and FiscalNote Holdings, Inc. (renamed “FiscalNote Intermediate Holdco, Inc.”). | Annex A-1 to the Proxy Statement/Prospectus filed on July 5, 2022 (File No.333-261483) |
| 2.2 | First Amendment to Agreement and Plan of Merger, dated as of May 9, 2022, by and among Duddell Street Acquisition Corp. (renamed “FiscalNote Holdings, Inc.”), Grassroots Merger Sub, Inc. and FiscalNote Holdings, Inc. (renamed “FiscalNote Intermediate Holdco, Inc.”). | Annex A-2 to the Proxy Statement/Prospectus filed on July 5, 2022 (File No.333-261483) |
| 3.1 | Certificate of Incorporation of FiscalNote Holdings, Inc. (f/k/a/ Duddell Street Acquisition Corp.). | Exhibit 3.1 to the Current Report on Form 8-K filed on August 2, 2022 (File No. 001-396972) |
| 3.2 | Certificate of Amendment to Certificate of Incorporation of FiscalNote Holdings, Inc. | Exhibit 3.1 to the Current Report on Form 8-K filed on August 29, 2025 (File No. 001-396972) |
| 3.3 | Bylaws of FiscalNote Holdings, Inc. (f/k/a/ Duddell Street Acquisition Corp.). | Exhibit 3.2 to the Current Report on Form 8-K filed on August 2, 2022 (File No. 001-396972) |
| 4.1 | Description of Securities | Filed with this report. |
| 4.2 | Warrant Agreement, dated as of October 28, 2020, by and among Duddell Street Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent. | Exhibit 4.1 of DSAC’s Current Report on Form 8-K filed with the SEC on November 2, 2020 (File No. 333-249207) |
| 4.3 | Form of Warrant | Exhibit 10.2 to the Current Report on Form 8-K filed on March 20, 2023 (File No. 001-39672) |
| 10.1 | Amended and Restated Registration Rights Agreement, dated as of July 29, 2022, by and among FiscalNote Holdings, Inc. (f/k/a/ Duddell Street Acquisition Corp.), Duddell Street Holdings Limited and the other Holders signatory thereto | Exhibit 10.5 to the Current Report on Form 8-K filed on August 2, 2022 (File No. 001-396972). |
| 10.2+ | Form of Indemnification Agreement | Exhibit 10.3 to the Quarterly Report on Form 10-Q filed on May 10, 2024 (File No. 001-396972). |
| 10.3+ | FiscalNote Holdings, Inc. 2022 Long-Term Incentive Plan | Exhibit 10.9 to the Current Report on Form 8-K filed on August 2, 2022 (File No. 001-396972). |
| 10.4+ | Amendment to the FiscalNote Holdings, Inc. 2022 Long-Term Incentive Plan | Exhibit 10.1 to the Current Report on Form 8-K filed on January 3, 2025 (File No. 001-396972). |
| 10.5+ | Form of FiscalNote Holdings, Inc. Restricted Stock Unit Award under the FiscalNote Holdings, Inc. 2022 Long-Term Incentive Plan | Exhibit 10.12 to the Current Report on Form 8-K filed on August 2, 2022 (File No. 001-396972). |
| 10.6+ | Form of FiscalNote Holdings, Inc. Performance Based Restricted Stock Unit Award Agreement under the FiscalNote Holdings, Inc. 2022 Long-Term Incentive Plan | Exhibit 10.11 to the Current Report on Form 8-K filed on August 2, 2022 (File No. 001-396972). |
| 10.7+ | Form of FiscalNote Holdings, Inc. Stock Option Award under the FiscalNote Holdings, Inc. 2022 Long-Term Incentive Plan | Exhibit 10.13 to the Current Report on Form 8-K filed on August 2, 2022 (File No. 001-396972). |
| 10.8+ | FiscalNote Holdings, Inc. 2022 Employee Stock Purchase Plan | Exhibit 10.10 to the Current Report on Form 8-K filed on August 2, 2022 (File No. 001-396972). |
| 10.9 | Sponsor Agreement, dated as of November 7, 2021, by and among Duddell Street Holdings Limited, FiscalNote Holdings, Inc., Duddell Street Acquisition Corp. and certain of its shareholder | Exhibit 10.1 to the Current Report on Form 8-K filed on November 8, 2021 (File No. 333-001-39672) |
| 10.10 | Equity Purchase Agreement, dated as of February 21, 2025 | Exhibit 10.1 to the Current Report on Form 8-K filed on February 24, 2025 (File No. 001-39672). |
| 10.11 | Securities Exchange Agreement, dated as of March 17, 2025 | Exhibit 10.34 to the Annual Report on Form 10-K filed on April 1, 2025 (File No. 001-39672). |
| 10.12 | Registration Rights Agreement, dated as of March 17, 2025 | Exhibit 10.35 to the Annual Report on Form 10-K filed on April 1, 2025 (File No. 001-39672). |
| 10.13 | Form of Legacy Note | Exhibit 10.37 to the Annual Report on Form 10-K filed on April 1, 2025 (File No. 001-39672). |
| 10.14 | Form of Letter Agreement to Legacy Notes | Exhibit 10.38 to the Annual Report on Form 10-K filed on April 1, 2025 (File No. 001-39672). |
| 10.15 | Form of Amendment to Letter Agreement to Legacy Notes | Exhibit 10.1 to the Current Report on Form 8-K filed on August 5, 2025 (File No. 001-39672). |
| 10.16# | Financing Agreement, dated as of August 5, 2025, by and among the Company, as Parent Guarantor, the Company's domestic subsidiaries party thereto as borrowers and guarantors the lenders from time to time party thereto, and MGG Investment Group LP, as collateral agent and as administrative agent | Exhibit 10.1 to the Current Report on Form 8-K filed on August 6, 2025 (File No. 001-39672). |
| 10.17# | Amendment No. 1 to Financing Agreement, dated as of March 23, 2026 | Filed with this report. |
| 10.18 # | Securities Purchase Agreement, dated as of August 5, 2025, by and between the Company and YA II PN, Ltd. | Exhibit 10.2 to the Current Report on Form 8-K filed on August 6, 2025 (File No. 001-39672). |
| 10.19 | Convertible Debenture, issued on August 12, 2025. | Exhibit 10.4 to the Quarterly Report on Form 10-Q filed on August 15, 2025 (File No. 001-39672). |
| 10.20 | Registration Rights Agreement, dated as of August 12, 2025, by and between the Company and YA II PN, Ltd. | Exhibit 10.5 to the Quarterly Report on Form 10-Q filed on August 15, 2025 (File No. 001-39672). |
| 10.21# | Redemption and Exchange Agreement, dated as of August 5, 2025, by and between the Company and GPO FN Noteholder, LLC. | Exhibit 10.5 to the Current Report on Form 8-K filed on August 6, 2025 (File No. 001-39672). |
| 10.22 | Subordinated Convertible Promissory Note Due 2029. | Exhibit 10.7 to the Quarterly Report on Form 10-Q filed on August 15, 2025 (File No. 001-39672). |
| 10.23 | Convertible Debenture, issued on September 11, 2025 | Exhibit 10.7 to the Quarterly Report on Form 10-Q filed on November 10, 2025 (File No. 001-39672). |
| 10.24+ | Second Amended and Restated Employment between FiscalNote Holdings, Inc. and Josh Resnik, entered into as of October 31, 2025. | Exhibit 10.1 to the Current Report on Form 8-K filed on October 31, 2025 (File No. 001-39672). |
| 10.25+ | Amended and Restated Employment between FiscalNote Holdings, Inc. and Jon Slabaugh, entered into as of October 31, 2025. | Exhibit 10.2 to the Current Report on Form 8-K filed on October 31, 2025 (File No. 001-39672). |
| 10.26+ | Amended and Restated Employment Agreement between FiscalNote Holdings, Inc. and Todd Aman, entered into as of October 31, 2025 | Filed with this report. |
| 10.27+ | Form of Retention Award Agreement. | Exhibit 10.3 to the Current Report on Form 8-K filed on October 31, 2025 (File No. 001-39672). |
| 19.1 | Insider Trading Policy | Exhibit 19.1 to the Annual Report on Form 10-K filed on April 1, 2025 (File No. 001-39672). |
| 21.1 | List of Subsidiaries of the Registrant | Filed with this report. |
| 23.1 | Consent of RSM US LLP | Filed with this report. |
| 31.1 | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a). | Filed with this report. |
| 31.2 | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a). | Filed with this report. |
| 32 | Section 1350 Certifications. | Furnished with this report. |
| 97.1 | Clawback Policy, effective as of November 2, 2023 | Exhibit 97.1 to Annual Report on Form 10-K filed on March 15, 2024 (File No. 001-39672) |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. | Submitted electronically with this report. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema with Embedded Linkbased Documents. | Submitted electronically with this report. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | Submitted electronically with this report. |
+ Indicates a management contract or compensatory plan.
# Portions of this exhibit (indicated by asterisks) have been omitted because the registrant has determined that they are not material and is the type of information that the registrant treats as private and confidential.
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