Compton Key 4

What Happened

• Compton Key, a director of FiscalNote Holdings, reported an other acquisition (code J) of 431,394 shares of Class A common stock on 2026-05-06. The shares were acquired at $0.00 (in‑kind), so there was no cash consideration.

Key Details

• Transaction date and type: 2026-05-06 — Other acquisition (SEC code J), reported 2026-05-07.
• Price and value: $0.00 per share; total cash paid = $0 (in‑kind distribution).
• Shares owned after transaction: Not specified as an exact post-transaction total in the filing; beneficial ownership is shown as held by affiliated investment entities (see footnotes).
• Notable footnotes:
  • The shares were distributed from GPO FN Noteholder, LLC to Global Public Offering Master Fund, L.P. ("GPO Master Fund") as an in‑kind payment pursuant to a profits interest, and Urgent Capital LLC directed delivery to GPO Master Fund (F1).
  • The filing indicates the shares are beneficially owned by GPO Master Fund and/or Urgent Capital LLC; Compton Key is a managing director of Urgent International Inc., which owns/operates those entities and thus may be deemed to have voting and dispositive power over the shares (F2, F3).
  • The issuer effected a 1-for-12 reverse split on Aug 29, 2025; the share counts in the filing reflect that adjustment.
• Timeliness: Filed one day after the transaction date (appears timely under Form 4 rules).

Context

• This was an in‑kind transfer to investment vehicles affiliated with the reporting person rather than an open‑market purchase by the individual. In‑kind distributions (code J) involve asset transfers and do not necessarily signal personal buying or selling intent by the director.
• The filing shows institutional/affiliate ownership (GPO Master Fund/Urgent Capital); the reporting person may be deemed to control those funds but the shares are held by the entities, not directly as a personal cash purchase.