[Form 4/A] FiscalNote Holdings, Inc. Amended Insider Trading Activity

Rhea-AI Filing Summary

FiscalNote Holdings, Inc. (NOTE) – Amended Form 4/A filing

President & CEO Josh Resnik corrected a prior Form 4 dated 7 Jul 2025. The amendment discloses that on 01 Jul 2025, 3,150 Class A shares were withheld for taxes (transaction code F) upon the vesting of 9,722 restricted stock units (RSUs). The shares were valued at $0.5364 each. Following the automatic disposition, Resnik’s direct ownership stands at 2,776,168 Class A shares.

The change is administrative: the original filing understated the number of shares withheld because it used an incorrect price. No open-market sale occurred and the executive’s economic exposure to NOTE is essentially unchanged. Such “F” coded transactions are routine and generally viewed as neutral signals for investors.

Insights

Securities Analyst

TL;DR: Routine tax-withholding correction; 3,150 shares, ~0.1% of CEO stake; no impact on fundamentals.

This Form 4/A simply fixes a clerical error in the 3 Jul 2025 filing. The CEO did not sell shares for personal liquidity; the issuer withheld shares to cover payroll taxes on vested RSUs, a standard practice that requires an “F” code under SEC rules. The absolute share count is immaterial relative to the 2.8 million shares Resnik still holds and to FiscalNote’s ~163 million shares outstanding. There is no read-through to future earnings, cash flow, or strategic direction. I classify the disclosure as neutral and not impactful for valuation or sentiment.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Resnik Josh

(Last) (First) (Middle)

C/O FISCALNOTE HOLDINGS, INC.

1201 PENNSYLVANIA AVE NW, 6TH FL

(Street)

WASHINGTON DC 20004

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FiscalNote Holdings, Inc. [ NOTE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/03/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	07/01/2025		F		3,150(1)	D	$0.5364	2,776,168	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares of the Issuer's Class A Common Stock withheld to satisfy the reporting person's tax obligation upon the vesting of 9,722 restricted stock units.

Remarks:

The reporting person's Form 4 filed on July 3, 2025 inadvertently understated the number of shares of Class A Common Stock withheld to satisfy the reporting person's tax obligation upon the vesting of 9,722 restricted stock units as a result of an administrative error in determining the price to be used to calculate the number of shares required to be withheld. This Form 4/A is being filed to amend the July 3, 2025 Form 4 to report the correct price and number of shares withheld in column 4 and to correct the reporting person's balance of shares following the transaction in column 5.

	/s/ Todd Aman, Attorney-in-Fact	07/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Why did FiscalNote CEO Josh Resnik dispose of 3,150 shares on 07/01/2025?

The shares were automatically withheld by the company to cover payroll taxes on the vesting of 9,722 RSUs, not an open-market sale.

What is the significance of transaction code "F" in NOTE's Form 4/A?

Code F indicates a tax-withholding transaction; shares are surrendered to satisfy tax obligations upon equity award vesting.

How many FiscalNote shares does CEO Josh Resnik now own?

After the corrected filing, he directly owns 2,776,168 Class A shares.

What was corrected in this Form 4/A amendment for NOTE?

The amendment fixes the price ($0.5364) and resulting share count (3,150) withheld for taxes that were understated in the 3 Jul 2025 filing.

Does this insider filing impact FiscalNote’s investment thesis?

No. The action is administrative and routine, with no effect on operations, earnings, or the CEO’s long-term holdings.