NOTE Form 144 shows Hwang trust plans new 56k-share sale

Rhea-AI Filing Summary

FiscalNote Holdings, Inc. (NOTE) filed Form 144 indicating an affiliate’s intent to sell 56,155 Class A shares through Fidelity Brokerage on or after 08/04/2025 on the NYSE. The shares have an aggregate market value of $32,721.52, implying a per-share price of roughly $0.58. Against the company’s 149,925,786 shares outstanding, the proposed sale equals about 0.04 % of total float.

The filing also discloses that the same account—identified in prior transactions as the Timothy T. Hwang Revocable Trust—has already disposed of 87,714 Class A shares during the last three months in three tranches (05/08, 06/03 and 07/02 2025) generating $56,749.42 in gross proceeds. The new shares to be sold were acquired via restricted-stock vesting on 08/01/2025 and are being sold as compensation, not as a cash purchase.

Rule 144 filings are routine disclosure items, but consecutive insider sales can signal reduced insider conviction. However, the small percentage of shares involved limits immediate dilution or market-wide impact.

Positive

• Sale represents only ~0.04 % of outstanding shares, limiting dilution risk
• Transaction disclosed in advance under Rule 144, enhancing transparency

Negative

• Affiliate plans to sell 56,155 shares after already disposing 87,714 shares in the prior 3 months
• Continued insider selling may pressure market sentiment for thinly traded NOTE shares

Insights

Insider Transactions Analyst

TL;DR—Continued insider selling, but scale is immaterial to float.

The Form 144 reveals another planned sale by a Hwang-related trust, following 87.7 k shares already sold this quarter. Despite the steady cadence, the proposed 56.2 k-share block represents just 0.04 % of shares outstanding, so liquidity impact should be negligible. Still, serial sales may weigh on sentiment, especially given FiscalNote’s micro-cap status and thin trading volume. Investors often monitor insider trends as soft signals of management’s outlook; a multi-month pattern can pressure multiples even when volumes are modest. Overall effect: mildly negative for perception, neutral for fundamentals.

Small-Cap Portfolio Manager

TL;DR—Insider intent signals caution but not a thesis-changing event.

From a portfolio perspective, the dollar size—$32.7 k—is trivial, yet insider sales in clusters can cap near-term upside in illiquid names. With NOTE trading near penny-stock territory (implied $0.58), any incremental supply may pressure bids. However, the absence of negative operational disclosures keeps the fundamental narrative intact. I view the filing as not materially impactful, though it adds to a pattern warranting monitoring.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	56155	32721.52	149925786	08/04/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A	08/01/2025	Restricted Stock Vesting	Issuer			56155	08/01/2025	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Timothy T. Hwang Revocable Trust Dated 1/10/2019 1201 Pennsylvania Avenue NW 6th Floor Washington DC 20004	Class A	05/08/2025	9515	6064.86
Timothy T. Hwang Revocable Trust Dated 1/10/2019 1201 Pennsylvania Avenue NW 6th Floor Washington DC 20004	Class A	06/03/2025	40998	26410.91
Timothy T. Hwang Revocable Trust Dated 1/10/2019 1201 Pennsylvania Avenue NW 6th Floor Washington DC 20004	Class A	07/02/2025	37201	24273.65

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many FiscalNote (NOTE) shares are being sold under this Form 144?

56,155 Class A shares are slated for sale.

What is the estimated value of the planned insider sale?

The filing lists an aggregate market value of $32,721.52.

When can the shares be sold under Rule 144?

The approximate sale date provided is 08/04/2025.

How much has the same insider sold in the last three months?

A total of 87,714 shares were sold in three prior transactions, raising $56,749.42.

What percentage of FiscalNote’s total shares does the new sale represent?

Approximately 0.04 % of the 149,925,786 shares outstanding.

Where will the shares be sold and through which broker?

On the NYSE via Fidelity Brokerage Services LLC.