FiscalNote (NOTE) director Yao logs tax withholding of 353 shares

Rhea-AI Filing Summary

FiscalNote Holdings, Inc. director Gerald Yao reported a routine tax-related share withholding on Class A common stock. On 01/20/2026, 353 shares of Class A common stock held indirectly through the Gerald Yao Revocable Trust Dated January 10, 2019 were withheld at a price of $1.57 per share to satisfy his tax obligations upon the vesting of 893 restricted stock units.

Following this transaction, the trust beneficially owned 37,769 shares of FiscalNote Class A common stock, reported as indirect ownership, and Yao also reported 333 shares of Class A common stock held directly.

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

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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^*

Yao Gerald

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2026

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	01/20/2026		F		353(1)	D	$1.57	37,769	I	Gerald Yao Revocable Trust Dated January 10, 2019(2)
Class A Common Stock								333	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 893 restricted stock units.

2. The Reporting Person is Trustee of this Trust.

	/s/ Todd Aman, Attorney-in-Fact	01/22/2026
	** 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

What insider transaction did FiscalNote (NOTE) director Gerald Yao report?

Gerald Yao reported that 353 shares of FiscalNote Class A common stock were withheld on 01/20/2026 to cover his tax obligations upon vesting of restricted stock units.

Was the FiscalNote (NOTE) Form 4 transaction an open-market sale?

No. The filing states the 353 shares were withheld to satisfy tax obligations related to the vesting of 893 restricted stock units, not an open-market sale.

How many FiscalNote (NOTE) shares does the Yao trust own after the transaction?

After the transaction, the Gerald Yao Revocable Trust Dated January 10, 2019 beneficially owned 37,769 shares of FiscalNote Class A common stock indirectly.

Does Gerald Yao hold any FiscalNote (NOTE) shares directly?

Yes. The Form 4 shows that Gerald Yao directly held 333 shares of FiscalNote Class A common stock following the reported transaction.

What does transaction code "F" mean in the FiscalNote (NOTE) Form 4?

Transaction code "F" indicates shares were withheld by the issuer to pay the insider's tax withholding obligation upon the vesting of an equity award, here 893 restricted stock units.

What is Gerald Yao’s relationship to the trust holding FiscalNote (NOTE) shares?

The filing explains that Gerald Yao is the trustee of the Gerald Yao Revocable Trust Dated January 10, 2019, which holds the 37,769 indirectly owned shares.