Fiscalnote Hldg SEC Filings

FiscalNote Holdings, Inc. director and 10% owner reported acquiring 3,424 shares of Class A common stock on 12/01/2025. These shares were granted as compensation in place of a quarterly cash retainer for serving as a non-management director.

Following this grant, the reporting person beneficially owns 51,281 shares directly. Additional indirect holdings are reported through Maso Capital Offshore Limited with 50,520 shares and through Maso Capital Partners Limited with 2,358,955 shares held across related investment entities.

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.

FiscalNote Holdings, Inc. director reported receiving additional company stock as part of board compensation. On 12/01/2025, the non-management director was granted 6,278 shares of Class A common stock instead of a quarterly cash retainer, with a reported price of $0 per share, reflecting that this was an equity award rather than an open-market purchase. Following this grant, the director beneficially owned 59,998 shares, all held directly.

FiscalNote Holdings, Inc. reported that one of its non-management directors received a grant of Class A Common Stock as part of regular board compensation. On 12/01/2025, the director acquired 3,424 shares of Class A Common Stock at a price of $0 per share, in lieu of a quarterly cash retainer for board service. After this grant, the director beneficially owned 90,713 shares directly, with additional indirect holdings reported through various investment entities, including 176,929 shares held by Xplorer Capital Fund III L.P. The filing classifies the individual as a director and confirms the form is filed by one reporting person.

An affiliate of NOTE filed a notice of proposed sale of restricted stock under Rule 144. The filing covers the planned sale of 5,590 Class A shares through Fidelity Brokerage Services on the NYSE, with an aggregate market value of 10,695.90. These Class A shares were acquired on 12/01/2025 through restricted stock vesting as compensation from the issuer on the same date.

As context, the Class A shares outstanding were reported at 15,018,986 shares, and the same seller’s revocable trust reported prior Class A sales over the past three months totaling several thousand shares across three transactions with gross proceeds of 24,545.18, 22,860.60, and 19,960.83. By signing the notice, the seller represents they are not aware of undisclosed material adverse information about the issuer’s operations.

FiscalNote Holdings (NOTE) President and CEO filed a Form 4 reporting share withholdings for taxes tied to RSU vesting. On 11/12/2025, the company withheld 4,739 and 8,495 shares of Class A Common Stock, each at $2.72, to satisfy tax obligations upon the vesting of 13,875 and 43,538 restricted stock units, respectively. Following these transactions, the reporting person held 215,436 Class A shares directly.

FiscalNote Holdings (NOTE) filed a Form S-3 to register up to 2,349,395 shares of Class A common stock for resale by a single selling stockholder. The shares are issuable under a previously issued subordinated Convertible Note tied to a Redemption and Exchange Agreement dated August 5, 2025. The company states it will not receive any proceeds from these sales.

The Convertible Note had approximately $20.4 million principal outstanding and carries 7.50% interest, with an initial conversion price of $82.92 per share and quarterly principal installments beginning April 1, 2026 that may be paid in cash or shares. A beneficial ownership cap limits issuances that would put the holder above 4.99% of Class A outstanding, adjustable up to 9.99% upon notice. As of November 6, 2025, shares outstanding were 15,709,895 (15,018,986 Class A; 690,909 Class B). The Class A stock trades on the NYSE as “NOTE,” and closed at $2.53 on November 13, 2025.

FiscalNote Holdings (NOTE) filed its Q3 2025 report, showing total revenue of $22,429 and a net loss of $24,855. Operating loss was $9,739 as subscriptions remained the primary driver.

Liquidity and capital structure shifted meaningfully. Cash and cash equivalents were $26,682, with $4,511 in short-term investments and $646 in restricted cash. Gross debt stood at $135,259 (long‑term debt $125,160). The company completed 2025 Senior Term Loan financing and issued convertible debentures, while selling businesses: Oxford Analytica and Dragonfly for $40,000 cash and TimeBase for $7,414, recording gains and using proceeds to retire prior loans.

Management disclosed substantial doubt about continuing as a going concern within one year due to potential noncompliance with financial covenants on the 2025 Senior Term Loan. The company also executed a 1‑for‑12 reverse stock split effective September 2, 2025. Net cash used in operating activities was $11,164 for the nine months ended September 30, 2025.

FiscalNote Holdings (NOTE) reported insider transactions by a director and 10% owner. On 11/06/2025, the reporting person sold 5,799 shares of Class A common stock at $2.594 per share and separately sold 1,896 shares at $2.594.

According to the footnotes, both sales were sell-to-cover transactions to satisfy tax obligations upon the vesting of 7,486 and 2,447 restricted stock units, executed under a Rule 10b5-1 trading plan adopted on May 16, 2025. Certain securities are held indirectly through the Timothy T. Hwang Revocable Trust, for which the reporting person serves as trustee.