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

Rhea-AI Filing Summary

Anna Sedgley, a director of FiscalNote Holdings, Inc. (NOTE), was granted 2,712 shares of Class A Common Stock as non-management director compensation in lieu of a quarterly cash retainer, recorded as a transaction on 09/03/2025. After the grant, the reporting person beneficially owned 53,720 shares of Class A Common Stock. The filing notes that the issuer effected a 1-for-12 reverse stock split on 08/29/2025, which proportionately adjusted the number of shares owned. The Form 4 was signed on behalf of the reporting person by an attorney-in-fact on 09/05/2025.

Positive

• Director compensation granted in equity aligns the reporting person’s incentives with shareholders

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director equity grant in lieu of cash retainer; reflects standard governance practice.

This Form 4 discloses a common governance practice where a non-management director receives equity instead of cash. The grant of 2,712 Class A shares is presented as compensation for board service and is consistent with aligning director incentives with shareholders. The filing properly discloses the post-transaction beneficial ownership of 53,720 shares and notes the 1-for-12 reverse split that adjusted share counts. There are no indications of unusual timing or related-party concerns within the disclosed text.

Securities Analyst

TL;DR: Transaction is routine and unlikely to be material to NOTE's market valuation.

The Form 4 reports a small, non-derivative equity grant dated 09/03/2025 with zero cash price noted, consistent with a compensation issuance. Given the absolute size of the grant and the disclosed post-transaction holdings, this transaction is unlikely to have material impact on outstanding float or investor valuation. The reverse split on 08/29/2025 is disclosed, which is administrative and explains adjusted share counts. No derivative transactions, sales, or unusual disclosures are included.

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^*

Sedgley Anna

(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		2,712(1)	A	$0	53,720	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. 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.

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 did Anna Sedgley report on the Form 4 for NOTE?

She reported receiving 2,712 shares of Class A Common Stock as compensation on 09/03/2025 and owning 53,720 shares after the grant.

Why does the Form 4 mention a 1-for-12 reverse split for NOTE?

The issuer effected a 1-for-12 reverse split on 08/29/2025, which proportionately adjusted the number of Class A shares beneficially owned by the reporting person.

Was the transaction a purchase or compensation for NOTE shares?

The transaction was compensation in lieu of a quarterly cash retainer, recorded with a price of $0 on 09/03/2025.

Who filed and signed the Form 4 for Anna Sedgley?

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

Does the Form 4 report any derivative transactions for the reporting person?

No; Table II for derivative securities shows no entries in the disclosed content.