FiscalNote Holdings, Inc.
For the period ended Apr 15, 2026. Filed Apr 15, 2026.
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Apr 15, 2026 · Filed Apr 15, 2026
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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
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
FiscalNote Holdings, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| GAAP Revenue $95.4 million for FY 2025 Annual Recurring Revenue $84.1 million as of December 31, 2025 GAAP Net Loss $(65.2 million) for FY 2025 Adjusted EBITDA $10.3 million for FY 2025 | April 15, 2026 Dear Shareholders, I am pleased to share an update on FiscalNote’s progress in 2025 and our strategic vision for the year ahead. Over the past year, we made significant changes to strengthen our foundation and align our strategy with evolving customer needs and market opportunities. The FiscalNote you see today is more profitable, more agile, and better positioned for the future. A Stronger Financial Foundation; Operational Transformation Powered by AI Over the past several years, we have driven increasing levels of Adjusted EBITDA profitability through strategic focus, operational discipline and the elimination of non-core spending. In 2026, we will accelerate these efforts through the workforce transformation and other operational changes we announced in March, many of which will be powered by broad AI deployment to simplify workflows, automate routine tasks, and increase individual productivity. These actions are designed to structurally improve our operating leverage while preserving the drivers of retention, expansion, and long-term growth. Through this transformation, we expect to achieve approximately $14 to $16 million of Adjusted EBITDA for full-year 2026, representing a meaningful step-change that approximately doubles our Adjusted EBITDA margin profile compared to the same period in 2025. And after excluding one-time restructuring costs, we expect FiscalNote will generate positive Free Cash Flow for the 12 months ending March 31, 2027. This is a significant inflection point and the start of a promising new chapter in FiscalNote’s evolution. PolicyNote: A Modern Platform for Policy Intelligence In 2025, we successfully launched our new flagship platform - PolicyNote - and fully completed the migration of customers off our legacy platform by year end. Usage metrics are encouraging: the share of users viewing legislation rose by 250%, and alert engagement increased by 88%, indicating both broader adoption and deeper repeat usage. We also see early signs of improved retention compared with legacy platform cohorts. Looking ahead, we continue to invest in new AI-powered capabilities—building on the more than 35 major features launched in 2025, including AI legislative drafting, bill comparison, social listening for early policy signals, and AI-generated tariff impact reports. Looking ahead, PolicyNote is not standing still. We will continue to invest in improving the core user experience as well as adding new AI-powered enhancements. Our goal is an all-in-one, AI-native policy platform with agentic workflows powered by our unique, trusted data. Expanding How We Leverage Our Unique Policy Data Assets and Expertise In addition to our core platform, we are expanding how we leverage our political and policy data and expertise to create new opportunities for revenue growth. First, we recognize that customers increasingly want to consume policy intelligence inside their own enterprise tools, workflows, and AI agents. To meet that demand, we have modernized our APIs and introduced native support for the Model Context Protocol (MCP)—an emergent standard with high adoption across the agentic AI ecosystem. This enables AI platforms built on Claude, OpenAI, Google Gemini, and Microsoft to integrate FiscalNote’s legislative, regulatory, and stakeholder intelligence as a trusted data layer. This infrastructure-led approach significantly expands our total addressable market, supports product-led growth, and carries an attractive margin profile because the core infrastructure is already built and the incremental cost of delivery is low. |
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In addition, we see compelling potential in political prediction markets, where U.S. volume expanded from approximately $9 billion in 2024 to roughly $44 billion in 2025 and could approach a $150 billion annualized run rate in 2026. We believe that FiscalNote can provide the differentiated intelligence layer—proprietary political risk data, contract design insights, and analytical overlays—to specialized infrastructure providers and established operators in this growing market. This capital-efficient approach leverages data assets, analytical models, and institutional relationships that already exist within FiscalNote. Exchange Listing Last, I want to acknowledge the company’s transition from trading on the New York Stock Exchange to the OTC Markets. FiscalNote’s transition to OTC does not affect its operations, commitment to customers, or continued development of PolicyNote and its other products. The OTC markets will provide an efficient trading venue for our common stock while we execute on our strategic objectives and explore available opportunities to list the stock on other tiers or exchanges that offer further improvements to investor access and liquidity. Looking Ahead The FiscalNote of today is a fundamentally different company—more focused, more profitable, and strategically positioned to participate in large, emerging markets with meaningful tailwinds. We believe these actions will create lasting shareholder value, and I thank you for your continued confidence and support. Best Regards,
Josh ResnikChief Executive Officer and President
Notice of 2026 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 27, 2026, at 10:00 a.m., Eastern Time. We have adopted a virtual format for the 2026 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:
| 1. | To elect the two Class I directors named in the proxy statement to our Board of Directors. | 2. | To consider and act upon a proposal to approve, on an advisory basis, the compensation of our named executive officers. | 3. | To conduct a non-binding advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers. |
| 4. | To ratify the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. | 5. | To consider and act upon any other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting. | ||
| You may vote on these matters virtually in person or by proxy. Whether or not you plan to virtually attend the Annual Meeting, we ask that you vote by one of the following methods to ensure that your shares will be represented at the meeting in accordance with your wishes:•Vote online or by telephone, by following the instructions included on the Notice of Internet Availability of Proxy Materials or, if you received a paper copy of the proxy materials, the proxy card; or•Vote by mail, by completing and returning the proxy card in the addressed stamped envelope, if you received a paper copy of the proxy materials. | |||||
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Only stockholders of record at the close of business on April 1, 2026 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 15, 2026.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held Virtually on May 27, 2026, at 10:00 a.m., Eastern Time. The proxy statement and annual report to stockholders are available at www.proxydocs.com/NOTE.
By Order of the Board of Directors,
Todd Aman
Chief Legal and Administrative Officer
April 15, 2026
| Table of Contents | |
|---|---|
| Page | |
| GENERAL INFORMATION | 1 |
| Notice and Access | 1 |
| Attendance at the Meeting | 1 |
| Access to the Audio Webcast of the Annual Meeting | 2 |
| Annual Meeting Technical Assistance | 2 |
| Securities Entitled to Vote | 2 |
| Matters Scheduled for a Vote | 3 |
| Board of Directors Voting Recommendation | 3 |
| How to Vote | 3 |
| Broker Non-Votes | 4 |
| Vote Required | 4 |
| How to Change Your Vote After Submitting Proxy | 4 |
| How to Submit Stockholder Proposals for Next Year’s Annual Meeting | 5 |
| How to Obtain the Results of Voting at the Annual Meeting | 5 |
| Our Mailing Address | 5 |
| PROPOSAL NO. 1 — ELECTION OF DIRECTORS | 6 |
| Directors | 6 |
| CORPORATE GOVERNANCE MATTERS | 8 |
| Classified Board of Directors | 8 |
| Meetings | 8 |
| Director Independence | 8 |
| Family Relationships | 8 |
| Committees of the Board of Directors | 8 |
| Board Leadership Structure | 10 |
| Board’s Role in Risk Oversight | 10 |
| Other Information about the Board of Directors | 11 |
| EXECUTIVE COMPENSATION | 12 |
| Executive Summary | 12 |
| Compensation Philosophy | 12 |
| Use of Compensation Data | 13 |
| Elements of Executive Compensation | 13 |
| Summary Compensation Table | 15 |
| Outstanding Equity Awards at 2025 Fiscal Year End | 18 |
| Pay Versus Performance | 21 |
| Governance Policies | 22 |
| Delinquent Section 16(a) Reports | 24 |
| DIRECTOR COMPENSATION | 25 |
| Director Compensation Table | 25 |
| Equity Plan Information | 26 |
| 2026 Proxy Statement | i |
| PROPOSAL NO. 2 — APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 27 |
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| PROPOSAL NO. 3 — NON-BINDING, ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 28 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 29 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 31 |
| Related Person Transactions Policy | 32 |
| PROPOSAL NO. 4 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 33 |
| Vote Required | 33 |
| Audit, Audit-Related, Tax and All Other Fees | 33 |
| Pre-Approval Policies and Procedures | 33 |
| REPORT OF THE AUDIT COMMITTEE | 34 |
| WHERE TO GET ADDITIONAL INFORMATION | 35 |
| COST OF PROXY STATEMENT | 35 |
| COMMUNICATIONS WITH DIRECTORS | 35 |
| OTHER BUSINESS | 35 |
| APPENDIX A | 36 |
| 2026 Proxy Statement | ii |
Proxy Statement of FiscalNote Holdings, Inc.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.