NOTE Form 4: Brandon Sweeney Receives 2,218 Class A Shares After Reverse Split

Rhea-AI Filing Summary

FiscalNote Holdings, Inc. (NOTE) director Brandon Sweeney received 2,218 shares of Class A Common Stock as compensation on 09/03/2025 in lieu of a quarterly cash retainer, recorded on a Form 4 filed 09/05/2025. After the grant, Mr. Sweeney directly beneficially owns 52,363 shares and indirectly owns 6,724 shares through the Sweeney Trust dated March 27, 2003, for which he is Trustee. The filing notes a 1-for-12 reverse stock split effective August 29, 2025 that resulted in proportionate adjustments to reported holdings. The Form 4 was signed by an attorney-in-fact, Todd Aman.

Positive

• Director equity grant of 2,218 Class A shares aligns management interests with shareholders
• Clear disclosure of direct (52,363) and indirect (6,724) holdings and Trustee relationship
• Reverse split transparently reported, with proportional adjustments to holdings

Negative

• None.

Insights

Securities Analyst

TL;DR Director received equity compensation; holdings adjusted for a 1-for-12 reverse split.

The Form 4 documents a routine non-management director equity grant of 2,218 Class A shares as compensation in lieu of cash, which aligns the director's interests with shareholders without a cash outlay by the company. The filing also transparently reports direct and indirect beneficial ownership: 52,363 shares directly and 6,724 indirectly via a trust. The disclosed 1-for-12 reverse split effective August 29, 2025 caused proportionate adjustments; the filing does not show any derivative transactions or dispositions. Overall, this is a standard insider compensation disclosure with no evidence in the filing of selling activity or material unusual transactions.

Corporate Governance Expert

TL;DR Standard director compensation disclosure; Trustee role and reverse split are clearly reported.

The report clarifies the reporting persons relationship to the issuer as a director and notes his Trustee role for the Sweeney Trust, which explains indirect holdings. Granting equity in lieu of cash is a common, governance-aligned practice to conserve cash while incentivizing directors. The form is properly executed by an attorney-in-fact and includes explanatory remarks about the reverse split adjustment. No governance concerns or irregularities are apparent from the information provided.

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)
09/03/2025

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	09/03/2025		A		2,218(1)	A	$0	52,363	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.

Remarks:

On August 29, 2025, the Issuer effected a 1-for-12 reverse split of the Issuer's Class A Common Stock, resulting in proportionate adjustments to the number of shares of Class A Common Stock beneficially owned by the reporting person.

	/s/ Todd Aman, Attorney-in-Fact	09/05/2025
	** 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

What transaction did Brandon Sweeney report on Form 4 for NOTE?

The Form 4 reports a grant of 2,218 shares of Class A Common Stock on 09/03/2025 as compensation in lieu of a quarterly cash retainer.

How many NOTE shares does Brandon Sweeney own after the reported transaction?

Following the transaction, the reporting person directly beneficially owns 52,363 shares and indirectly owns 6,724 shares via the Sweeney Trust.

Was there any corporate action affecting share counts disclosed in the filing?

Yes. The filing notes a 1-for-12 reverse split effective August 29, 2025, which resulted in proportionate adjustments to the number of shares reported.

Who signed the Form 4 filing for Brandon Sweeney?

The Form 4 was signed by /s/ Todd Aman, Attorney-in-Fact on 09/05/2025.

What is the reporting person's relationship to FiscalNote Holdings (NOTE)?

The reporting person is identified as a Director of FiscalNote Holdings, Inc., and also serves as Trustee of the Sweeney Trust.