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.
Form 144 filed for a proposed sale of 7,695 Class A shares, with an approximate sale date of November 7, 2025. The indicated aggregate market value is $19,960.83, and the broker listed is Fidelity Brokerage Services LLC for transactions on the NYSE.
The shares were acquired on November 3, 2025 via restricted stock vesting as compensation. Over the past three months, the Timothy T. Hwang Revocable Trust reported sales of 5,785 shares on September 4, 2025 for $24,545.18 and 4,766 shares on October 2, 2025 for $22,860.60. The filing lists 163,909,082 shares outstanding.
FiscalNote Holdings, Inc. furnished an 8-K announcing its financial results for the quarter ended September 30, 2025. The results were disclosed via a press release attached as Exhibit 99.1 under Item 2.02 (Results of Operations and Financial Condition).
The company states that the Item 2.02 information, including Exhibit 99.1, is being furnished and is not deemed “filed” for purposes of Section 18 of the Exchange Act, nor incorporated by reference unless expressly set forth. No additional financial details are included in this report.
FiscalNote Holdings (NOTE) disclosed a Form 4 for its President and CEO. On 10/31/2025, 277 shares of Class A Common Stock were withheld (Transaction Code F) at $4.1 to satisfy taxes triggered by the vesting of 810 restricted stock units.
After this tax withholding, the reporting person beneficially owned 228,670 shares directly. This reflects a routine, non‑open‑market tax settlement tied to equity vesting.
FiscalNote Holdings, Inc. disclosed executive compensation changes and retention incentives. The company entered into amended and restated employment agreements with CEO Josh Resnik and CFO Jon Slabaugh that adjust the severance multiple used for benefits upon a Covered Termination, revise the definition of “Good Reason,” and confirm that “Target Bonus” is tied to the fiscal year of the Date of Termination. The Compensation Committee approved the agreements.
The Committee also granted one-time cash retention awards of $500,000 to Mr. Resnik and $300,000 to Mr. Slabaugh, payable if each remains employed for 48 months after executing the award agreements, with acceleration in certain specified scenarios. In addition, the Committee adopted an Amended and Restated Change in Control Severance Plan to replace the prior plan; principal executive and financial officers and named executive officers do not participate in the new plan.
FiscalNote Holdings (NOTE) disclosed a routine insider transaction on a Form 4. A director reported that 305 shares of Class A common stock were withheld on 10/17/2025 to satisfy taxes upon the vesting of 893 restricted stock units. The shares were valued at $4.25 each for this tax withholding event.
Following the transaction, the reporting person beneficially owns 38,122 shares indirectly through the Gerald Yao Revocable Trust dated January 10, 2019. This filing reflects standard tax withholding associated with equity vesting rather than an open-market sale.