FiscalNote (NOTE) director and 10% owner reports Class A stock grant

Rhea-AI Filing Summary

FiscalNote Holdings, Inc. reported that a director who is also a 10% owner received a grant of 1,479 shares of Class A common stock on 09/03/2025 as compensation for board service, in lieu of a quarterly cash retainer. The shares were acquired at a stated price of $0 as they represent equity compensation rather than a market purchase.

After this grant, the reporting person held 47,857 Class A shares directly, and additional Class A shares indirectly through entities including Maso Capital Offshore Limited and Maso Capital Partners Limited. A prior 1-for-12 reverse stock split of Class A common stock on August 29, 2025 resulted in proportionate adjustments to the reported ownership amounts.

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^*

Jain Manoj

(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)
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		1,479(1)	A	$0	47,857	D
Class A Common Stock								50,520	I	By Maso Capital Offshore Limited(2)
Class A Common Stock								2,358,955	I	By Maso Capital Partners Limited(3)

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 shares are held of record by Duddell Street Holdings Limited ("Duddell"), a Cayman Islands limited liability company. Maso Capital Offshore Limited ("Maso"), a Cayman Islands limited liability company, is the sole member and manager of Duddell and is the beneficial owner of the shares held of record by Duddell. Maso is beneficially owned and controlled by Manoj Jain, Sohit Khurana and Allan Finnerty.

3. Of the 2,358,955 shares reported herein, 287,526 shares are held of record by Maso Capital Investments Limited ("MCIL"), 1,487,897 shares are held of record by Blackwell Partners LLC - Series A ("BPL") and 583,532 shares are held of record by Star V Partners LLC ("SVPL"). Maso Capital Partners Limited ("MCPL"), a Hong Kong limited liability company, is the investment manager of each of MCIL, BPL and SVPL and has sole voting and investment power with respect to the shares held of record by MCIL, BPL and SVPL. MCPL is beneficially owned and controlled by Manoj Jain and Sohit Khurana, each of whom may be deemed to have beneficial ownership over these shares. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

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	12/03/2025
	** 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).
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FAQ

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

The filing reports that a director and 10% owner of FiscalNote Holdings, Inc. received 1,479 shares of Class A common stock on 09/03/2025 as equity compensation for board service in lieu of a quarterly cash retainer.

How many FiscalNote (NOTE) shares does the reporting person own after the transaction?

Following the reported transaction, the director beneficially owns 47,857 Class A shares directly, plus additional Class A shares held indirectly through entities such as Maso Capital Offshore Limited and Maso Capital Partners Limited.

What was the price of the Class A shares granted to the FiscalNote director?

The 1,479 Class A common shares granted on 09/03/2025 are reported at a price of $0, reflecting that they were awarded as compensation rather than purchased on the open market.

Why did the FiscalNote (NOTE) director receive shares instead of cash?

The filing explains that the 1,479 shares of Class A common stock were granted to the reporting person as compensation for service as a non-management director of FiscalNote in lieu of a quarterly cash retainer.

How are Maso Capital-related entities involved in FiscalNote share ownership?

According to the filing, shares are held of record by entities including Duddell Street Holdings Limited, Maso Capital Investments Limited, Blackwell Partners LLC - Series A, and Star V Partners LLC, with Maso Capital Offshore Limited and Maso Capital Partners Limited exercising beneficial ownership or investment management over those holdings.

Did FiscalNote (NOTE) report a reverse stock split in this disclosure?

Yes. The remarks state that on August 29, 2025 FiscalNote effected a 1-for-12 reverse split of its Class A Common Stock, leading to proportionate adjustments to the number of shares beneficially owned by the reporting person.