[Form 4] FiscalNote Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

On 1-Aug-2025, Trio Petroleum Corp. (NYSE American: TPET) filed an 8-K disclosing leadership changes and new executive compensation.

• Resignation: Vice-Chairman & Director Stanford Eschner resigned effective 1-Aug-2025; the company states the move was not due to any disagreement.
• Consulting deal: Eschner will remain as consultant through 31-Dec-2025, earning $4,267 per month plus a one-time grant of 15,000 common shares under the 2022 Equity Incentive Plan.
• CEO pay rise: Robin Ross’s base salary increases to $400,000 from $300,000. He will also receive a 625,000-share equity award and a $150,000 cash bonus, to be documented in an amended employment agreement.
• CFO award: Gregory Overholtzer is granted 62,500 shares.

Total new equity issuances equal 702,500 shares. No operating or financial performance metrics were provided. The actions increase near-term cash expense and equity dilution but retain key personnel and advisory input.

Positive

• No stated disagreements accompanying Stanford Eschner’s resignation, reducing governance concern
• Continued access to Eschner’s expertise through a consulting agreement ensures knowledge transfer and project continuity

Negative

• 702,500 new shares issued under equity awards create shareholder dilution
• CEO salary increase to $400k and $150k cash bonus raise fixed and variable costs without linked performance metrics
• Additional consulting fees of $4,267 per month add to near-term cash outflow

Insights

Corporate Governance Analyst

TL;DR – Routine executive pay uptick and director exit; limited strategic impact, mild dilution.

The 8-K centers on personnel matters rather than operating performance. Eschner’s departure is softened by an immediate consulting role, mitigating knowledge loss. The absence of disagreement language reduces governance risk. However, the package for Ross (salary + 625k shares + $150k bonus) and the 62.5k-share grant to the CFO enlarge compensation costs and dilute existing shareholders by issuing roughly 0.7 million new shares, modest for a micro-cap but material given TPET’s small float. No offsetting performance metrics or cost-saving measures are disclosed. Overall impact is governance-neutral and financially slightly negative.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hwang Tim

(Last) (First) (Middle)

C/O FISCALNOTE HOLDINGS, INC.

1201 PENNSYLVANIA AVE NW, 6TH FL

(Street)

WASHINGTON DC 20004

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FiscalNote Holdings, Inc. [ NOTE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/01/2025		S(1)		42,226	D	$0.5827	2,714,335	I	See Footnote(2)
Class A Common Stock	08/01/2025		S(3)		13,929	D	$0.5827	2,700,406	I	See Footnote(2)
Class A Common Stock								49,318	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares of the Issuer's Class A Common Stock sold to satisfy the reporting person's tax obligation upon the vesting of 89,832 restricted stock units in a sell-to-cover transaction pursuant to a Rule 10b5-1 trading plan adopted on August 11, 2023.

2. These securities are beneficially owned by Timothy T. Hwang, as Trustee of the Timothy T. Hwang Revocable Trust, originally dated January 10, 2019. The Reporting Person is trustee of this trust.

3. Represents shares of the Issuer's Class A Common Stock sold to satisfy the reporting person's tax obligation upon the vesting of 29,375 restricted stock units in a sell-to-cover transaction pursuant to a Rule 10b5-1 trading plan adopted on August 11, 2023.

	/s/ Todd Aman, Attorney-in-Fact	08/05/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Why did Stanford Eschner resign from Trio Petroleum (TPET)?

The 8-K states Mr. Eschner resigned effective 1-Aug-2025 and that the decision was not due to any disagreement with management or the board.

What compensation will Eschner receive as a consultant?

He will earn $4,267 per month from 1-Aug-2025 to 31-Dec-2025 and a one-time grant of 15,000 TPET shares.

How much did CEO Robin Ross’s salary increase?

His base salary rose from $300,000 to $400,000 per year effective 1-Aug-2025.

How many shares were granted to TPET executives in total?

A combined 702,500 shares were issued: 625,000 to the CEO, 62,500 to the CFO, and 15,000 to Mr. Eschner.

Will the CEO receive additional cash compensation?

Yes, the Compensation Committee approved a $150,000 cash bonus for Robin Ross, timing to be determined by the board.

When does Eschner’s consulting agreement end?

The agreement runs through 31-Dec-2025.