FiscalNote (NOTE) director receives 5,136 Class A shares in lieu of cash retainer

Rhea-AI Filing Summary

FiscalNote Holdings, Inc. director reported an equity compensation grant of Class A common stock. On 12/01/2025, the non-management director received 5,136 shares of Class A common stock at a price of $0 per share, issued in lieu of a quarterly cash retainer for board service.

After this grant, the director beneficially owns 57,499 Class A shares directly and 6,724 Class A shares indirectly through the Sweeney Trust dated March 27, 2003, where the reporting person serves as trustee. The filing is made on Form 4 by a single reporting person in the capacity of a director.

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

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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^*

Sweeney Brandon

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

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2025

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	12/01/2025		A		5,136(1)	A	$0	57,499	D
Class A Common Stock								6,724	I	By Sweeney Trust dated March 27, 2003(2)

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. These shares of Class A Common Stock were granted to the reporting person as compensation for the reporting person's service as a non-management director of the Issuer in lieu of a quarterly cash retainer.

2. The reporting person is Trustee of this Trust.

	/s/ Todd Aman, Attorney-in-Fact	12/09/2025
	** 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

What insider transaction did FiscalNote (NOTE) disclose in this Form 4?

The filing reports that a non-management director of FiscalNote Holdings, Inc. received 5,136 shares of Class A common stock on 12/01/2025 as an equity grant.

What was the price of the FiscalNote (NOTE) shares granted to the director?

The 5,136 Class A common shares granted to the director were reported at a price of $0 per share, reflecting stock issued as compensation rather than a purchase.

How many FiscalNote (NOTE) shares does the director own after the reported transaction?

Following the transaction, the director beneficially owns 57,499 Class A shares directly and 6,724 Class A shares indirectly through the Sweeney Trust dated March 27, 2003.

Why did FiscalNote grant shares instead of paying cash to the director?

The filing states that the 5,136 Class A shares were granted as compensation for the director's service as a non-management director in lieu of a quarterly cash retainer.

What is the director’s relationship to the Sweeney Trust holding FiscalNote shares?

The filing notes that the reporting person is the Trustee of the Sweeney Trust dated March 27, 2003, which holds 6,724 Class A shares indirectly for the director.

Is this FiscalNote (NOTE) Form 4 filed by multiple insiders or a single person?

The document indicates that the Form 4 is filed by one reporting person, who serves as a director of FiscalNote Holdings, Inc.