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FiscalNote Holdings, Inc. (NYSE: NOTE) (“FiscalNote” or the “Company”), the leading provider of AI-driven policy and regulatory intelligence solutions, today announced that it has filed a preliminary information statement with the Securities and Exchange Commission (the “SEC”), providing notice that holders of over 67% of the voting power of its outstanding common stock have acted by written consent to authorize FiscalNote’s Board of Directors (the “Board”) to effect a reverse stock split at a ratio ranging from 1:2 to 1:15, in the Board’s discretion. The reverse stock split has been authorized in order to bring the company into compliance with the New York Stock Exchange (“NYSE”) continued listing standard requiring listed companies to maintain an average closing share price of at least $1.00 over a consecutive 30 trading-day period. The timing of the filing is driven by the October 10, 2025 deadline to regain compliance (the end of the 6-month cure period afforded by the NYSE) and takes into account the necessary steps to effect the split and regain compliance by that date. The Company plans to regain compliance and avoid delisting through either organic recovery of the stock price or, if necessary, a reverse split. In the event a reverse split becomes necessary, the final ratio will be determined by the Board when the Company files an amendment to its certificate of incorporation to implement the split. The split, if implemented, would not affect any shareholder’s percentage ownership interests or proportionate voting power.

The Company and its advisors have reviewed select market precedents, and the Company believes that a reverse split may allow the Company’s common stock to be more attractive to a broader range of investors. Although numerous factors can influence post-split stock price performance (including macroeconomic and industry conditions, operating fundamentals, leverage ratio, and more), analysis of available market data suggests that effectuating a reverse split can have the following benefits:

• Improving investor perception and driving demand by aligning the share price with public peers and institutional investment thresholds;

• Ensuring continued compliance with NYSE listing standards, maintaining FiscalNote’s eligibility and visibility on major indices; and

• Tightening bid-ask spreads and reducing order book congestion, which can facilitate trading in the stock and reduce volatility, thereby enhancing liquidity and potentially making the stock more attractive to long term investors.

Shareholders may obtain a free copy of the preliminary proxy statement and other documents that the Company files with the SEC at the SEC’s website at www.sec.gov or on the Company’s Investor Relations website at https://investors.fiscalnote.com. The Company will file with the SEC and distribute to its shareholders a definitive information statement, following SEC review.

Completion of the proposed reverse stock split is subject to market and other customary conditions. There are no assurances that the reverse stock split will be completed, that it will result in an increased per share price or that it will achieve its other intended effects. The Board reserves the right to elect not to proceed with the split if it determines that implementing it is no longer in the best interests of the Company and its shareholders.

Safe Harbor Statement

Certain statements in this press release may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or FiscalNote’s future financial or operating performance. For example, statements regarding FiscalNote’s financial outlook for future periods, expectations regarding profitability, capital resources and anticipated growth in the industry in which FiscalNote operates are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “pro forma,” “may,” “should,” “could,” “might,” “plan,” “possible,” “project,” “strive,” “budget,” “forecast,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements.

Factors that may impact such forward-looking statements include:

• concentration of revenues from U.S. government agencies, changes in the U.S. government spending priorities, dependence on winning or renewing U.S. government contracts, delay, disruption or unavailability of funding on U.S. government contracts, and the U.S. government’s right to modify, delay, curtail or terminate contracts;

• FiscalNote’s ability to successfully execute on its strategy to achieve and sustain organic growth through a focus on its core Policy business, including risks to FiscalNote’s ability to develop, enhance, and integrate its existing platforms, products, and services, bring highly useful, reliable, secure and innovative products, product features and services to market, attract new customers, retain existing customers, expand its products and service offerings with existing customers, expand into geographic markets or identify other opportunities for growth;

• FiscalNote’s future capital requirements, as well as its ability to service its repayment obligations and maintain compliance with covenants and restrictions under its existing debt agreements;

• demand for FiscalNote’s services and the drivers of that demand;

• the impact of cost reduction initiatives undertaken by FiscalNote;

• risks associated with international operations, including compliance complexity and costs, increased exposure to fluctuations in currency exchange rates, political, social and economic instability, and supply chain disruptions;

• FiscalNote’s ability to introduce new features, integrations, capabilities, and enhancements to its products and services, as well as obtain and maintain accurate, comprehensive, or reliable data to support its products and services;

• FiscalNote’s reliance on third-party systems and data, its ability to integrate such systems and data with its solutions and its potential inability to continue to support integration;

• FiscalNote’s ability to maintain and improve its methods and technologies, and anticipate new methods or technologies, for data collection, organization, and analysis to support its products and services;

• potential technical disruptions, cyberattacks, security, privacy or data breaches or other technical or security incidents that affect FiscalNote’s networks or systems or those of its service providers;

• competition and competitive pressures in the markets in which FiscalNote operates, including larger well-funded companies shifting their existing business models to become more competitive with FiscalNote;

• FiscalNote’s ability to comply with laws and regulations in connection with selling products and services to U.S. and foreign governments and other highly regulated industries;

• FiscalNote’s ability to retain or recruit key personnel;

• FiscalNote’s ability to adapt its products and services for changes in laws and regulations or public perception, or changes in the enforcement of such laws, relating to artificial intelligence, machine learning, data privacy and government contracts;

• adverse general economic and market conditions reducing spending on our products and services;

• the outcome of any known and unknown litigation and regulatory proceedings;

• FiscalNote’s ability to maintain public company-quality internal control over financial reporting; and

• FiscalNote’s ability to protect and maintain its brands and other intellectual property rights.

These and other important factors discussed in FiscalNote’s SEC filings, including its most recent reports on Forms 10-K and 10-Q, particularly the “Risk Factors” sections of those reports, could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by FiscalNote and its management, are inherently uncertain. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place reliance on forward-looking statements, which speak only as of the date they are made. FiscalNote undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

About FiscalNote

FiscalNote (NYSE: NOTE) is the leading provider of AI-driven policy and regulatory intelligence solutions. By uniquely combining proprietary AI technology, comprehensive data, and decades of trusted analysis, FiscalNote helps customers efficiently manage political and business risk. Since 2013, FiscalNote has pioneered solutions that deliver critical insights, enabling effective decision-making and giving organizations the competitive edge they need. Home to PolicyNote, CQ, Roll Call, VoterVoice, and many other industry-leading products and brands, FiscalNote serves thousands of customers worldwide with global offices in North America, Europe, and Asia. To learn more about FiscalNote and its suite of solutions, visit FiscalNote.com and follow @FiscalNote.

Contacts

Media
Yojin Yoon
FiscalNote
press@fiscalnote.com

Investor Relations
Bob Burrows
FiscalNote
IR@fiscalnote.com

Offshore wind power could provide far more electricity than the U.S. uses for residential, commercial and industrial purposes. But the federal government has recently stopped approving offshore projects in the ocean.

Another option is available, though: the Great Lakes, where we are based as water policy researchers, and where state agencies rather than federal officials are the trustees of the lakes. A January 2025 executive order from President Donald Trump attempts to stop all federal permits for offshore and onshore wind power pending a review of federal wind leasing and permitting practices.

But the states, not the federal government, handle leases and permits for wind power on the Great Lakes, though federal agencies are involved in the overall process. It is unclear how this executive order might impede federal action, but at the very least states could lay the groundwork now to be prepared to act when the next shift in federal priorities arrives.

A 2023 analysis from the National Renewable Energy Laboratory found that the Great Lakes states have enough offshore wind power potential to provide three times as much electricity as all eight Great Lakes states use currently, which would mean plenty left over to meet increasing demand or send power elsewhere in the country.

States are looking for opportunities

States have been forging their own paths separate from federal clean energy policy for decades. All eight Great Lakes states have state clean energy goals, and five of them – Illinois, Michigan, Minnesota, New York and Wisconsin – have a goal to achieve 100% clean or renewable energy by 2040 or 2050.

The challenge is not just to transform the current energy supply. As transportation and other sectors electrify, that increases electricity demand. As artificial intelligence proliferates, tech companies need more and more electricity and water for their data centers. By 2028, data centers are projected to consume nearly 12% of the country’s total usage, which requires massive increases in production in the Great Lakes and other key locations.

Companies and states are looking high and low to find enough electricity to meet the rising demand. They are extending the lives of coal-fired power plants and building new gas-fired power plants. Elon Musk’s xAI company has even been powering an artificial intelligence data center in Tennessee with massive generators that add air pollution without permits.

Government and industry are also looking to other sources, such as investing in nuclear fusion advancement and building geothermal plants.

A brief history

In the 2000s and 2010s, the Great Lakes Commission Wind Collaborative, Wisconsin Public Service Commission and the Michigan Great Lakes Wind Council began to sketch out regulations for offshore wind in the Great Lakes and to identify locations that might be suitable for the turbines.

In 2012, the Obama administration agreed to collaborate with five Great Lakes states – Illinois, Michigan, Minnesota, New York and Pennsylvania – to streamline a permitting process for offshore wind development. Multiple projects were proposed off the shores of Michigan, Ohio and Ontario, Canada, though Ontario banned offshore wind projects in 2011.

Since then, momentum has stalled. One effort, the Icebreaker project off Cleveland, was approved and survived various legal challenges, but the project backers paused it indefinitely in 2023 due to the economic impacts of the legal delays.

Community activists are split, with some embracing offshore wind in the Great Lakes as part of a clean energy future and others vocally opposing it, citing environmental, health and economic concerns.

As of mid-2025, the Great Lakes were home to no offshore wind turbines.

Big potential, big unknowns

States continue to explore the possibility of offshore wind power in the Great Lakes. In early 2025, Illinois legislators again introduced a bill to create a pilot wind project off Chicago in Lake Michigan.

Also in 2025, Pennsylvania legislators introduced a bill to facilitate offshore wind power in Lake Erie. If adopted, the law would map which areas are fit to be leased for development by avoiding nearshore areas, shipping lanes and migration pathways. The Ontario Clean Air Alliance is pushing the province to lift its moratorium and reconsider offshore wind in Canadian waters.

A lot of details remain unknown. New York state supports offshore wind in the ocean but says “Great Lakes Wind does not provide the same electric and reliability benefits” by comparison. Ocean wind tends to be closer to areas where electricity demand is high, which can make those projects more cost-effective.

New York also concluded in 2022 that despite the combined 144.5 terawatt-hours of annual technical potential in state waters in Lake Erie and Lake Ontario, “numerous practical considerations … would need to be addressed before such projects can be successfully commercialized.”

To further explore the concerns New York’s report and others have raised, in 2024, with National Science Foundation funding, we collaborated with a team of researchers looking at a wide range of issues, including engineering, environmental effects and law. That effort resulted in articulating research questions whose answers would clarify how realistic different aspects of offshore wind could be in the Great Lakes, such as:

State jurisdiction is an opportunity

In the oceans, U.S. states have jurisdiction from shore out three miles, with the federal government’s jurisdiction continuing out for hundreds of miles beyond that. So offshore project sites in the oceans are leased by the federal government.

The Great Lakes are different. The state governments hold the lakes’ waters and submerged lands in trust for the public. And state jurisdiction extends from shore all the way out to the boundary of a neighboring state’s jurisdiction or the international boundary with Canada.

Regulation of planning, site selection, leasing and other elements of offshore wind projects in the Great Lakes are the responsibility of one or another U.S. state. The federal government’s role is secondary, conducting environmental reviews and protecting navigation, but could still result in slowing state-led projects.

In research we published in 2024 and 2025, we explain that states could evaluate and select offshore wind projects based on a range of social and environmental benefits, in addition to financial considerations. For instance, they could look for designs that provide fish habitat or seek corporate partners that agree to train local workers, manufacture turbines and ships near the lakes, and provide cheaper electricity to local consumers.

Despite all the unknowns, we encourage greater support for research to harness the potential of offshore wind energy in the Great Lakes to be a renewable resource for states, the region and the nation as a whole.