Form 4: FiscalNote Insider Withholds Shares to Cover RSU Taxes

Rhea-AI Filing Summary

FiscalNote Holdings, Inc. (NOTE) – Form 4 filing for Chief Accounting Officer Paul Donnell

• Transaction type: Code F, indicating shares were withheld by the issuer to cover taxes triggered by the vesting of previously granted RSUs; no open-market sale occurred.
• Dates & amounts: 506 Class A shares at $0.7141 on 07-07-2025 and 9,426 shares at $0.6501 on 07-17-2025 were surrendered, totaling 9,932 shares.
• Post-transaction ownership: Donnell retains 406,013 Class A shares held directly.
• Context: The dispositions represent about 2.4 % of the reporting person’s holdings and are routine for tax-withholding; they do not reflect an active investment decision.

No derivative securities were reported. The filing does not affect company fundamentals and is unlikely to be market-moving.

Insights

Senior Securities Analyst

TL;DR: Routine tax-withholding; neutral impact.

The Form 4 shows Chief Accounting Officer Paul Donnell surrendered 9,932 shares to FiscalNote to satisfy payroll taxes upon RSU vesting. Code F confirms the shares never reached the open market, so supply dynamics are unchanged. After the transactions, Donnell still owns 406 k shares, signalling continued alignment with shareholders. Because the volume is small relative to both personal holdings and the company’s float, and no price-sensitive information is revealed, I view the filing as administratively necessary and not financially material.

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

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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).

1. Name and Address of Reporting Person^*

Donnell Paul

(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)
	Chief Accounting Officer

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

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

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	07/07/2025		F		506(1)	D	$0.7141	415,439	D
Class A Common Stock	07/17/2025		F		9,426(2)	D	$0.6501	406,013	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 1,251 restricted stock units.

2. Represents shares of the Issuer's Class A Common Stock withheld to satisfy the reporting person's tax obligation upon the vesting of 27,561 restricted stock units.

	/s/ Todd Aman, Attorney-in-Fact	07/21/2025
	** 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

How many FiscalNote (NOTE) shares did Paul Donnell dispose of in July 2025?

A total of 9,932 Class A shares were surrendered for tax withholding.

Did the insider sell shares on the open market?

No. The transactions were coded F, meaning shares were withheld by the company to cover taxes; no open-market sale occurred.

What is Paul Donnell’s ownership after the reported transactions?

He now holds 406,013 Class A shares directly.

Why were the shares withheld by FiscalNote?

The shares covered payroll tax obligations triggered by the vesting of restricted stock units (RSUs).

Is this Form 4 filing likely to impact NOTE’s stock price?

Given its routine nature and small size, analysts consider the filing not materially impactful to the share price.