NOTE Form 144: 5,785 Vested Class A Shares Proposed for Sale via Fidelity

Rhea-AI Filing Summary

FiscalNote Holdings, Inc. (NOTE) Form 144 discloses a proposed sale of 5,785 Class A shares through Fidelity Brokerage Services, with an aggregate market value of $24,545.18 and an approximate sale date of 09/04/2025 on the NYSE. These shares were acquired via restricted stock vesting and recorded as compensation on 09/02/2025. The filing reports total Class A shares outstanding of 163,909,082. The filer also reports two prior sales by the Timothy T. Hwang Revocable Trust within the past three months: 37,201 shares sold on 07/02/2025 for $24,273.65 and 56,155 shares sold on 08/04/2025 for $32,721.52. The notice includes the standard representation that the seller is not aware of undisclosed material adverse information.

Positive

• Securities acquired via restricted stock vesting, indicating these shares were compensation rather than external purchases or indebtedness
• Disclosure includes broker and exact transaction details, supporting transparency and regulatory compliance
• Proposed sale size (5,785 shares) is small relative to the 163,909,082 Class A shares outstanding

Negative

• Insider-related sales occurred in the prior three months (37,201 and 56,155 shares), which increase total insider liquidity activity
• Filing does not specify a trading plan date or 10b5-1 plan, so timing context for the sales is not provided in the notice

Insights

Financial Analyst

TL;DR: Routine insider sale of vested restricted shares; amounts are modest relative to total float and appear to be compensation-related.

The filing documents a proposed sale of 5,785 Class A shares valued at $24,545.18, acquired by restricted stock vesting on 09/02/2025 and slated for sale on 09/04/2025 through Fidelity. Prior trust sales of 37,201 and 56,155 shares in July and August generated modest proceeds. From a financial perspective, these transactions are disclosure of insider liquidity events tied to compensation rather than debt-driven divestiture. The reported shares represent a small fraction of the 163,909,082 outstanding Class A shares, suggesting limited immediate impact on share supply or market capitalization.

Corporate Governance Expert

TL;DR: The filing is a standard compliance disclosure for insider sales; it affirms no undisclosed material adverse information.

The notice follows Rule 144 procedures by identifying acquisition method (restricted stock vesting), payment nature (compensation), broker, and recent related sales by an affiliated trust. Inclusion of the seller's representation that no material adverse information is known is customary. The transactions disclosed are consistent with executive compensation realizations and prior trust sales; governance implications are routine provided the seller's representation is accurate and trading complied with any internal trading policies or 10b5-1 plans if applicable (none are specified here).

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	5785	24545.18	163909082	09/04/2025	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	09/02/2025	Restricted Stock Vesting	Issuer			5785	09/02/2025	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	07/02/2025	37201	24273.65
Timothy T. Hwang Revocable Trust Dated 1/10/2019 1201 Pennsylvania Avenue NW, 6th Floor Washington DC 20004	Class A	08/04/2025	56155	32721.52

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

What Class A shares and amounts does the NOTE Form 144 propose to sell?

The filing proposes sale of 5,785 Class A shares with an aggregate market value of $24,545.18.

When were the shares to be sold on the Form 144 acquired?

The shares were acquired by restricted stock vesting on 09/02/2025 and recorded as compensation.

Who is the broker handling the proposed sale in the NOTE filing?

The broker listed is Fidelity Brokerage Services LLC located at 900 Salem Street, Smithfield, RI.

What recent sales by related parties are disclosed in the filing?

The Timothy T. Hwang Revocable Trust sold 37,201 shares on 07/02/2025 for $24,273.65 and 56,155 shares on 08/04/2025 for $32,721.52.

How many Class A shares are outstanding according to the filing?

The filing reports 163,909,082 Class A shares outstanding.