FiscalNote Holdings, Inc.
For the period ended Dec 31, 2025. Filed Mar 24, 2026.
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FY2025 · Filed Mar 24, 2026
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Item 9B. Other Information
ther Information.
On March 23, 2026, FiscalNote, Inc., a wholly owned subsidiary of FiscalNote Holdings, Inc. (the “Company”), entered into Amendment No. 1 and Waiver (“Amendment No. 1”) to the 2025 Senior Term Loan. Capitalized terms used in this Item 9B, Other Information, but not defined herein, have the meanings given to such terms in the 2025 Senior Term Loan.
Among other things, Amendment No. 1:
increases the Applicable Margin to 8.50% for any Reference Rate Loan and 9.50% for any SOFR Loan, in each case, under the 2025 Senior Term Loan;
increases the quarterly principal repayment owed under the 2025 Senior Term Loan to (i) $1,875,000 for payment on each March 31, 2026, June 30, 2026, September 30, 2026, December 31, 2026 and March 31, 2027 and (ii) $937,500 for each payment thereafter;
requires prepayment of Term Loans in the amount of $20.0 million prior to March 31, 2027;
amends and restates the financial covenant schedule, including revised minimum thresholds for annualized recurring revenue and consolidated adjusted EBITDA and reduced minimum liquidity requirements through March 31, 2027;
modifies the minimum liquidity covenant to appropriately reflect the Company’s updated business plan and corresponding financial projections; and
waived the event of default under the 2025 Senior Term Loan related to the Company’s failure to comply with the ARR covenant for the month ended January 31, 2026.
Amendment No. 1 is filed as Exhibit 10.17 to this Annual Report on Form 10-K and is incorporated herein by reference. The above description of the material terms of Amendment No. 1 is qualified in its entirety by reference to such exhibit.
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