Compton Key 4/A

What Happened

• Compton Key, a director of FiscalNote Holdings, Inc. (NOTE), was credited with 431,394 shares on 2026-05-06 under transaction code J ("other acquisition or disposition"). The shares were reported at $0.00 per share (no cash paid), so the reported transaction value is $0. This filing is an amendment filed 2026-05-13 correcting the previously reported recipient.

Key Details

• Transaction date: 2026-05-06; filing date (amendment): 2026-05-13.
• Transaction type/code: Other acquisition/disposition (J); price reported: $0.00; shares: 431,394; value: $0.
• Shares owned after transaction: not specified on the Form 4.
• Footnotes: F1—these shares were an in‑kind distribution from GPO FN Noteholder, LLC to Urgent Capital LLC as payment under a profits interest; F2—shares are beneficially owned by Urgent Capital LLC and Key may be deemed to have voting/dispositive power as managing director of Urgent International Inc. (owner/operator of Urgent Capital LLC); F3—GPO Master Fund beneficial ownership is discussed in filing context but these particular shares were delivered to Urgent Capital LLC, not GPO Master Fund.
• Amendment note: The filing corrects an earlier Form 4 (filed May 7, 2025) that incorrectly reported the shares as delivered to GPO Master Fund; this amendment clarifies the recipient was Urgent Capital LLC.

Context

• This was an in‑kind distribution to an affiliate (not an open‑market purchase or sale), meaning no cash changed hands and it does not necessarily signal a personal buy/sell decision by the director. For insiders and retail investors, acquisitions where price = $0 typically reflect transfers among related entities or corporate structuring rather than market-driven insider buying.