FiscalNote: Urgent Capital receives 267,923 shares

The in-kind distribution was made as payment under a profits interest; the president and CEO's direct holding entry reports 1,496,264 Class A shares.

Available on EDGAR 11/02/2026 - 04:34 PM EST Accepted by SEC EDGAR 11/02/2026 - 04:34 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

FiscalNote Holdings, Inc. (NOTE) reports that Urgent Capital LLC received 267,923 Class A common shares on October 29, 2026, through an in-kind distribution from GPO FN Noteholder, LLC as payment pursuant to a profits interest. Key Compton, a director and FiscalNote's President and CEO, may be deemed to have voting and dispositive power over the shares held by Urgent Capital LLC. A separate holding entry reports 1,496,264 Class A common shares held directly by Key Compton; a separate indirect holding is beneficially owned by Global Public Offering Master Fund, L.P., over which Key Compton may also be deemed to have voting and dispositive power.

Insider Trade Summary

Other: 267,923 shares

Other 1 txn

Insider Compton Key

Role President and CEO

Type	Security	Shares	Price	Value
Other	Class A Common Stock F1, F2	267,923	$0.00	$0.00
Holding	Class A Common Stock F3	--	--	--
Holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 1,219,726 shares (Indirect, See Footnote); Class A Common Stock — 1,496,264 shares (Direct)

Footnotes (3)

1. F1. Distribution from GPO FN Noteholder, LLC to Urgent Capital LLC as an in-kind payment pursuant to a profits interest in GPO FN Noteholder, LLC held by Urgent Capital LLC.
2. F2. The shares are beneficially owned by Urgent Capital LLC. The Reporting Person is a managing director of Urgent International Inc., which is the owner and operator of Urgent Capital LLC. As such, the Reporting Person may be deemed to have voting and dispositive power over the shares held by Urgent Capital LLC.
3. F3. The shares are beneficially owned by Global Public Offering Master Fund, L.P ("GPO Master Fund"). The Reporting Person is a managing director of Urgent International Inc., which is the owner and operator of GPO Master Fund and its affiliated entities and the investment advisor for GPO Master Fund. As such, the Reporting Person may be deemed to have voting and dispositive power over the shares held by GPO Master Fund.

Key Figures

Class A shares acquired by Urgent Capital LLC: 267,923 shares Class A shares held directly by Key Compton: 1,496,264 shares Reported transaction price: 0.0000 per share

3 metrics

Class A shares acquired by Urgent Capital LLC 267,923 shares In-kind distribution on October 29, 2026.

Class A shares held directly by Key Compton 1,496,264 shares Holding entry reported on October 29, 2026.

Reported transaction price 0.0000 per share Transaction row for the in-kind distribution on October 29, 2026.

Key Terms

in-kind payment, profits interest, beneficially owned, voting and dispositive power

4 terms

in-kind payment financial

"as an in-kind payment pursuant to a profits interest"

profits interest financial

"pursuant to a profits interest in GPO FN Noteholder, LLC"

beneficially owned regulatory

"The shares are beneficially owned by Urgent Capital LLC."

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

voting and dispositive power regulatory

"may be deemed to have voting and dispositive power over the shares"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many NOTE shares did Urgent Capital LLC receive, and why?

Urgent Capital LLC received 267,923 Class A common shares on October 29, 2026, through an in-kind distribution from GPO FN Noteholder, LLC as payment pursuant to a profits interest in that entity held by Urgent Capital LLC.

How many NOTE shares did President and CEO Key Compton hold directly?

A holding entry reports 1,496,264 Class A common shares held directly by Key Compton on October 29, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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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).

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^*

Compton Key

(Last) (First) (Middle)

C/O FISCALNOTE HOLDINGS, INC.

1201 PENNSYLVANIA AVE NW, 6TH FL

(Street)

WASHINGTON DISTRICT OF COLUMBIA 20004

(City) (State) (Zip)

UNITED STATES

(Country)

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		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/29/2026

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

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

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

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	10/29/2026		J(1)		267,923	A	$0	1,204,391	I	See Footnote(2)
Class A Common Stock								15,335	I	See Footnote(3)
Class A Common Stock								1,496,264	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. Distribution from GPO FN Noteholder, LLC to Urgent Capital LLC as an in-kind payment pursuant to a profits interest in GPO FN Noteholder, LLC held by Urgent Capital LLC.

2. The shares are beneficially owned by Urgent Capital LLC. The Reporting Person is a managing director of Urgent International Inc., which is the owner and operator of Urgent Capital LLC. As such, the Reporting Person may be deemed to have voting and dispositive power over the shares held by Urgent Capital LLC.

3. The shares are beneficially owned by Global Public Offering Master Fund, L.P ("GPO Master Fund"). The Reporting Person is a managing director of Urgent International Inc., which is the owner and operator of GPO Master Fund and its affiliated entities and the investment advisor for GPO Master Fund. As such, the Reporting Person may be deemed to have voting and dispositive power over the shares held by GPO Master Fund.

	/s/ Key Compton	11/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)