DEF: FiscalNote 2026 Proxy Statement and Strategic Update
Proxy Statement
FiscalNote reports 2025 financial results, announces a transition to OTC markets, and outlines a strategic shift toward AI-powered profitability.
Summary
- Reported FY 2025 GAAP revenue of $95.4 million.
- Annual Recurring Revenue (ARR) stood at $84.1 million as of December 31, 2025.
- GAAP Net Loss for FY 2025 was $65.2 million.
- Adjusted EBITDA for FY 2025 was $10.3 million.
- Transitioned trading from the NYSE to OTC Markets effective April 13, 2026, following a delisting notice regarding share price.
- Expects 2026 Adjusted EBITDA of $14 to $16 million and positive Free Cash Flow for the 12 months ending March 31, 2027.
- Launched 'PolicyNote' platform with full migration of legacy customers completed by year-end 2025.
Sentiment
Score: 3
Explanation: StockSavvy.ai views this as a defensive filing; while management highlights operational improvements, the delisting from the NYSE and the failure to meet internal financial targets signal significant underlying pressure.
Positives
- Adjusted EBITDA increased to $10.3 million in 2025 from $9.8 million in 2024.
- Successful launch and full customer migration to the new PolicyNote platform.
- Usage metrics for PolicyNote show a 250% increase in legislation viewing and 88% increase in alert engagement.
- Strategic focus on AI-powered workflows and infrastructure-led growth via API modernization.
Negatives
- Reported a significant GAAP Net Loss of $65.2 million for FY 2025.
- Delisted from the NYSE due to share price falling below $1.00, now trading on OTC Markets.
- Total shareholder return declined approximately 89% over the two-year period ending December 31, 2025.
- Revenue of $95.4 million fell short of the 2025 internal target of $97 million.
Risks
- Continued reliance on achieving profitability targets to maintain cash flow.
- Potential challenges in maintaining or improving liquidity and investor access following the move to OTC markets.
- Market volatility and competition in the AI-native policy intelligence space.
- Risks associated with the execution of workforce transformation and operational changes.
Future Outlook
The company expects to achieve $14 to $16 million in Adjusted EBITDA for full-year 2026 and anticipates generating positive Free Cash Flow for the 12 months ending March 31, 2027, driven by AI-powered operational efficiencies.
Management Comments
- The FiscalNote you see today is more profitable, more agile, and better positioned for the future.
- We expect FiscalNote will generate positive Free Cash Flow for the 12 months ending March 31, 2027.
- The OTC markets will provide an efficient trading venue for our common stock while we explore available opportunities to list the stock on other tiers or exchanges.
Industry Context
StockSavvy.ai notes that FiscalNote is pivoting toward an 'AI-native' infrastructure model to compete with broader enterprise AI platforms, attempting to offset the negative sentiment surrounding its delisting from the NYSE by emphasizing operational leverage and cost-cutting.
Comparison to Industry Standards
- The company's transition to OTC markets is a significant departure from standard growth-stage SaaS company trajectories, which typically aim for major exchange listings.
- The focus on 'agentic workflows' and 'Model Context Protocol' aligns with current trends among B2B data providers attempting to integrate with LLM ecosystems like OpenAI and Claude.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Exchange Listing | Transitioned from NYSE to OTC Markets. | 2026-04-13 | Reduced regulatory reporting requirements and potential impact on stock liquidity. |
Related Party Transactions
- The company entered into a note exchange with GPO FN Noteholder, LLC, an entity affiliated with director Key Compton.
- The company maintains a sublease agreement with Nitra, Inc.
Stakeholder Impact
- Shareholders face reduced liquidity and visibility due to the move to OTC markets.
- Employees are subject to ongoing workforce transformation and operational restructuring.
Next Steps
- Hold 2026 Annual Meeting of Stockholders on May 27, 2026.
- Execute workforce transformation and AI-powered operational changes.
- Evaluate potential listing on higher-tier exchanges.
Key Dates
| Date | Description |
|---|---|
| 2026-04-01 | Record date for stockholders entitled to vote at the Annual Meeting. |
| 2026-04-13 | Effective date of delisting from the NYSE. |
| 2026-04-15 | Proxy statement made available to stockholders. |
| 2026-05-26 | Deadline for voting online, by phone, or by mail. |
| 2026-05-27 | 2026 Annual Meeting of Stockholders. |
Recommendation
sellThe combination of a delisting from a major exchange, failure to meet internal financial targets, and a significant net loss suggests the company is in a precarious financial position, making it a high-risk holding for institutional investors.
Keywords
FiscalNote, Policy Intelligence, AI-native, Adjusted EBITDA, OTC Markets, Proxy Statement, Corporate Governance
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