UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): February 18, 2026 |
FISCALNOTE HOLDINGS, INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-39672 |
88-3772307 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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1201 Pennsylvania Avenue NW 6th Floor |
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Washington, District of Columbia |
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20004 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (202) 793-5300 |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Class A common stock, par value $0.0001 per share |
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NOTE |
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NYSE |
Warrants to purchase one share of Class A common stock |
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NOTE.WS |
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NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 7.01 |
Regulation FD Disclosure. |
On February 18, 2026, FiscalNote Holdings, Inc. (the “Company”), hosted a live discussion regarding opportunities in prediction markets. Messrs. Josh Resnik and Can Babaoglu, the Company’s Chief Executive Officer and Chief Product Officer, were joined by Dr. Laila Mintas and Mr. Randall Boe, the Company’s Strategic Advisors. On February 20, 2026, the Company distributed an e-mail to certain investors recapping the live discussion. The e-mail contained links to a recording of the discussion, together with certain supplemental materials. Copies of the e-mail, a transcript of the discussion and the supplemental materials are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively, to this Current Report on Form 8-K.
The information disclosed under Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
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Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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FISCALNOTE HOLDINGS, INC. |
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By: |
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/s/ Todd Aman |
Name: |
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Todd Aman |
Title: |
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Chief Legal & Administrative Officer |
Date: |
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February 20, 2026 |