Key Highlights

  • FiscalNote's Class A shares have left the NYSE: trading was suspended on March 25, 2026 and the delisting took effect on April 13, 2026. They now trade on the OTCID Basic Market as NOTE.
  • First-quarter 2026 revenue of $20.0 million met guidance and adjusted EBITDA was positive at $1.0 million, but ARR fell 14% to $75.7 million and a $35.6 million goodwill write-down drove a $43.6 million net loss.
  • The delisting triggered defaults on subordinated convertible debt; forbearance from GPO and YA II PN currently runs only to August 22, 2026.
  • Beside it sit two experiments: the agentic API channel, and political prediction markets, announced in February 2026 and supported by a March content partnership with Good Wolf Studios and an Asian distribution alliance with D&A LLC.

Why FiscalNote Holdings, Inc. Is Drawing Investor Attention

Two stories run in parallel at FiscalNote Holdings, Inc. (OTC:NOTE). The product story is interesting: the Washington policy-intelligence company has folded a sprawl of legacy tools into one AI-native platform, PolicyNote, opened it to autonomous software agents, and kept adjusted EBITDA positive while costs fell.

The capital-structure story is harsher. The New York Stock Exchange suspended trading on March 25, 2026 for failing the $1.00 average-price test, and the delisting took effect on April 13, 2026. Shares and warrants now trade on the OTCID Basic Market as NOTE and NOTEW, a move that tripped default clauses in the debt documents, since when management has bought time in monthly increments.

Inside the Business: What FiscalNote Actually Does

FiscalNote sells knowledge of what governments are about to do. Its platform tracks legislation and regulation across Congress, all 50 US states and more than 100 countries, layered with expert analysis, stakeholder mapping and grassroots-advocacy tooling. The recognizable assets are CQ and Roll Call, the Capitol Hill editorial franchises, and VoterVoice. Subscription revenue was 95% of the first-quarter 2026 total, up from 92%, which gives the base unusual visibility; the company also lists concentration of US government revenue and shutdown risk among the factors that could move results.

Two years have gone into narrowing the portfolio. Board.org went in March 2024, Aicel Technologies in October 2024, Oxford Analytica and Dragonfly Intelligence on March 31, 2025 in a $40.0 million cash sale to Factiva, and the Australian legal-data unit TimeBase on July 1, 2025 for $6.5 million. What is left is the policy core.

PolicyNote, Agentic APIs and the Case for a Product-Led Comeback

PolicyNote is no longer a migration project. In January 2026 FiscalNote said every customer had moved off the legacy product, and on May 7, 2026 it reported that PolicyNote's engagement and retention metrics continue to exceed those of the platforms it replaced.

The novel piece is distribution. In March 2026 the company launched an expanded PolicyNote API with native support for the Model Context Protocol, the emerging standard that lets AI agents call external data directly, then published the PolicyNote MCP in the OpenAI App Store. April added district matching so advocacy platforms can resolve constituents to local districts in real time. The logic: if general-purpose assistants become the interface professionals use, an authoritative policy dataset is better positioned as infrastructure than as another dashboard.

Management reports early evidence, not scale. Chief Executive and President Josh Resnik said on May 7, 2026 that the company has seen encouraging early traction in its agentic API offerings, including initial enterprise wins and a growing global pipeline; no agentic revenue has been broken out. Whether agentic distribution defends pricing or erodes it remains untested, and FiscalNote's own disclosures concede that general-purpose generative and agentic tools may compete directly with custom-built subscription products.

Latest Financial and Operational Performance

FiscalNote reported first-quarter 2026 results on May 7, 2026 for the three months ended March 31, 2026. Revenue was $20.0 million, down 27% from $27.5 million, with subscription revenue of $19.1 million; excluding divested units, pro forma subscription revenue fell about 11%. Gross margin improved to 79% from 75%.

Below that the quarter was ugly as reported. Operating expenses rose 52% to $62.5 million on a $35.6 million non-cash goodwill impairment; adjusted for that and other items they fell 11%. Operating loss was $42.5 million and net loss $43.6 million, or $2.39 per share. Adjusted EBITDA stayed positive at $1.0 million against $2.8 million.

The number that should worry shareholders most is annual recurring revenue, down to $75.7 million at March 31 from $87.7 million, a 12% pro forma decline, with net revenue retention of 89%. Management blamed a small number of large enterprise cancellations by customers who left before evaluating PolicyNote, plus longer sales cycles. Full-year 2025 revenue was $95.4 million against $120.3 million. Guidance for 2026 was reaffirmed at $80 million to $83 million of revenue and $14 million to $16 million of adjusted EBITDA.

There is a counterweight in the new-business data. In the fourth quarter of 2025 FiscalNote said new corporate logo bookings rose 39% year over year and the share of multi-year contracts among private-sector customers climbed from 17% to 40%, which management presents as evidence that the front end of the funnel is healthier than the churn figures suggest.

Balance Sheet, Cash Position and Funding

At March 31, 2026 FiscalNote held $23.8 million of cash and equivalents plus $2.0 million of short-term investments and $0.6 million restricted, roughly $26.5 million in all and broadly flat on year-end. Operations generated $3.0 million against $1.7 million of capital expenditure.

Debt is the problem. Total borrowings were about $123.2 million, but the composition changed violently: current maturities jumped to $111.6 million from $2.8 million three months earlier because the delisting made the subordinated instruments callable. Equity fell to $24.8 million from $62.0 million on the impairment, against an accumulated deficit of $915.8 million. During 2025 the company drew $101.0 million of new long-term debt and repaid $128.8 million, amended its Runway Growth Finance credit agreement twice to permit the divestitures and route roughly $27.1 million and $3.2 million of proceeds to lenders, and issued about $33 million of convertible debentures to YA II PN, the second tranche on September 11, 2025 maturing March 2027.

Growth Opportunities and Upcoming Milestones

Cost is the nearest-term lever. In March 2026 FiscalNote announced an organizational transformation cutting roughly 25% of its workforce alongside AI automation, offshoring and insourcing of third-party spend. Chief Financial Officer Jon Slabaugh said on May 7, 2026 that the plan should let the business "generate positive free cash flow on an NTM basis starting April 1, 2026."

Beside it sit two experiments: the agentic API channel, and political prediction markets, announced in February 2026 and supported by a March content partnership with Good Wolf Studios and an Asian distribution alliance with D&A LLC. Watch the second-quarter print against guidance of $19.5 million to $20.5 million and roughly $2.5 million of adjusted EBITDA, and any progress on the board's stated re-listing effort.

Material Risks Specific to FiscalNote

The forbearance clock dominates. GPO FN Noteholder, LLC and YA II PN, Ltd. agreed on April 21, 2026 to waive the delisting defaults, and the waiver has been extended in one-month steps, most recently on July 22, 2026 to August 22, 2026. Each extension is a fresh negotiation.

Shareholders have already absorbed a structural reset that did not hold: a 1-for-12 reverse split effective August 29, 2025, with split-adjusted trading from September 2, 2025, followed by failure of the NYSE price test within seven months. Class A shares still rose from 15.6 million to 18.7 million over the March quarter as debt converted.

Revenue quality is the operational risk. A 12% pro forma ARR decline and 89% retention mean the installed base is shrinking, and a migration cannot fix churn already suffered. OTC quotation adds reduced institutional eligibility and thinner liquidity.

The shape of the company is also unsettled. The board says it continues to review all strategic options to maximize shareholder value, including potential further divestitures of non-core assets, and has set no timetable for completing that review.

A Balanced Outlook: Upside, Base Case and Downside

Upside case

The restructuring lands, free cash flow turns durably positive, and creditors convert short forbearances into a negotiated amendment that removes the delisting default. ARR stabilizes as PolicyNote retention reaches renewals, agentic deals add a second revenue line, and a re-listing restores institutional access.

Base case

Revenue lands inside guidance, adjusted EBITDA improves as second-half savings arrive, and the debt is serviced without a capital event. ARR drifts lower more slowly, the shares stay on the OTC market, and the strategic review yields further disposals.

Downside case

A forbearance lapses, or creditors extract terms that absorb most residual equity value. Alternatively ARR erosion continues at a double-digit pace and the company enters 2027 carrying $123 million of debt against a recurring revenue base in the mid-$70 millions.

Conclusion

FiscalNote Holdings, Inc. (NOTE) has done the product work investors asked for: one platform, a completed migration, better retention on the new product, and policy data placed where AI agents can reach it. What it has not done is fix a capital structure in which $111.6 million of debt is current and the lender waiver expires on August 22, 2026. The pivot may be the right strategy; whether shareholders capture it depends on creditors rather than customers.

This article is for informational purposes only and does not constitute investment advice or a recommendation to buy, sell, or hold any security. Share prices can rise or fall, and past performance does not guarantee future results. Investors should conduct independent research and consult a licensed financial adviser before making investment decisions.