FiscalNote Holdings, Inc.

2025 Senior Term Loan

As described in more detail under Note 17. Subsequent Events to the unaudited interim condensed consolidated financial statements appearing herein, on August 12, 2025 the Company closed on that certain financing agreement (the “Financing Agreement”), by and among the Company, as parent guarantor, the Company's domestic subsidiaries party thereto as borrowers and guarantors, the lenders from time to time party thereto, and MGG Investment Group LP, as collateral agent and as administrative agent, pursuant to which the lenders agreed to advance $75.0 million which matures on August 12, 2029 (the "2025 Senior Term Loan"), and received net proceeds of $72.9million. Proceeds from the 2025 Senior Term Loan, together with $18.9 million of net proceeds from the issuance of the initial tranche of the Debentures, were used to retire all obligations under the Prior Senior Term Loan, to retire the Amended Legacy Notes, to retire certain of its obligations under the GPO Convertible Note, and to fund estimated transaction expenses and for general corporate purposes. The remaining$12.3 million of Debentures will be issued following the date of the effectiveness of an initial resale registration statement with the Securities and Exchange Commission, with net proceeds used to retire the Company's obligations under the Third Era Convertible Note, to fund estimated transaction expenses and for general corporate purposes.

At the closing, the Company issued the initial tranche of the Debentures in aggregate principal amount of $21.0 million; entered into a registration rights agreement with YA pursuant to which the Company agreed to file a registration statement with the SEC under the Securities Act covering YA’s resale of up to 85,000,000 Debenture Conversion Shares; and issued the 2025 GPO Note in aggregate principal amount of $20.4 million in exchange for, and the cancellation of, the Company’s obligations with respect to the previously existing GPO Convertible Note. Please refer to the Company’s Current Report on Form 8-K filed on August 6, 2025 which previously reported the terms of the agreements and instruments delivered by the Company at the closing.

Departure of Directors or Certain Officers

On August 13, 2025, Michael J. Callahan, a member of the Board of Directors (the “Board”) of FiscalNote Holdings, Inc. (the “Company”), notified the Company of his decision to resign as a director effective on August 27, 2025. He has decided to resign in order to focus on other professional commitments, and not due to any disagreement with the Company on any matter relating to its operations, policies or practices. Mr. Callahan joined the Board in 2017 and currently serves as its Lead Independent Director, Chair of the Corporate Governance Committee, and a member of the Compensation Committee of the Board. He has provided essential guidance to management throughout the Company’s evolution, and the Company is grateful for his service.

Adoption, Modification or Termination of Rule 10-b-5-1 Plans and Certain Other Trading Arrangements

(1) Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

(2)“Non-Rule 10b-5-1 trading arrangement,"” as defined in Item 408(ac) of Regulation S-K, in order to permit the officer to satisfy the tax withholding obligations incurred upon the vesting of equity awards via "sell to cover" transactions under the Exchange Act.

(3) Represents the maximum number of shares that may be sold pursuant to the 10b5-1 arrangement. The number of shares sold will be dependent on the satisfaction of certain conditions as set forth in the trading plan.

(4) Rule 10b5-1 trading arrangement that is intended to provide for “eligible sell-to-cover transactions” (as described in Rule 10b5-1(c)(1)(ii)(D)(3) under the Exchange Act) to satisfy tax withholding obligations arising exclusively from vesting of restricted stock units (RSUs). The number of shares subject to covered RSUs that will be sold to satisfy applicable tax withholding obligations upon vesting is not currently determinable as the number will vary based on the market price of our Class A Common Stock and the extent to which vesting conditions are satisfied. This sell-to-cover arrangement provides solely for the automatic sale of shares that would otherwise be issuable in respect of a covered RSU in an amount sufficient to satisfy the applicable withholding obligation, with the proceeds of the sale delivered to us in satisfaction of the applicable withholding obligation.

(5) Unless earlier terminated in accordance with the terms of the plan.