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FiscalNote: Urgent Capital receives 222,302 shares

Key Compton also reported 1,496,264 directly held Class A shares; the acquired shares are beneficially owned by Urgent Capital LLC.

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Form Type
4

Rhea-AI Filing Summary

FiscalNote Holdings, Inc. (NOTE) President and CEO Key Compton reported that Urgent Capital LLC received 222,302 Class A shares on October 15, 2026, in a distribution from GPO FN Noteholder, LLC as an in-kind payment pursuant to Urgent Capital’s profits interest.

Urgent Capital beneficially owns the shares. Because Key Compton is a managing director of Urgent International Inc., which owns and operates Urgent Capital, he may be deemed to have voting and dispositive power over them. Key Compton also reported direct holdings of 1,496,264 Class A shares following the transaction.

Insider Compton Key
Role President and CEO
Type Security Shares Price Value
Other Class A Common Stock F1, F2 222,302 $0.00 $0.00
holding Class A Common Stock F3 -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 951,803 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.
Shares received 222,302 shares Class A shares received by Urgent Capital LLC on October 15, 2026
Direct holdings 1,496,264 shares Class A shares held directly by Key Compton following the transaction
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"
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 were acquired in Key Compton’s reported transaction?

Urgent Capital LLC received 222,302 FiscalNote Class A shares on October 15, 2026, through an in-kind distribution from GPO FN Noteholder, LLC as payment pursuant to Urgent Capital’s profits interest.

How many NOTE shares did Key Compton report holding directly after the transaction?

Key Compton reported 1,496,264 Class A shares held directly following the transaction.

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

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SEC Form 4
FORM 4UNITED 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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock10/15/2026J(1)222,302A$0936,468ISee Footnote(2)
Class A Common Stock15,335ISee Footnote(3)
Class A Common Stock1,496,264D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 Compton10/19/2026
** Signature of Reporting PersonDate
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)

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