FiscalNote CEO Withholds 3,151 Shares for Taxes – Still Holds 2.74M

Rhea-AI Filing Summary

FiscalNote Holdings, Inc. (NOTE) – Form 4 insider filing

On 31 Jul 2025, President & CEO Josh Resnik satisfied tax withholding obligations stemming from the vesting of 9,723 restricted stock units by authorizing the company to withhold 3,151 Class A common shares at $0.5665 each (Transaction Code "F"). After the administrative disposition, Resnik directly owns 2,738,972 Class A shares.

No open-market activity, option exercises or new derivative positions were reported. The filing reflects routine equity-based compensation mechanics and does not alter insider ownership meaningfully.

Positive

• Executive retains a substantial 2.74 million-share stake, preserving alignment with shareholders despite the withholding event.

Negative

• Small increase in effective share count available for issuance due to company retaining withheld shares, though impact is de minimis.

Insights

Securities Analyst

TL;DR: Routine tax-withholding; negligible impact on float, fundamentals or insider sentiment.

The Code F disposition signals that the shares were withheld by the issuer, not sold on the market, limiting supply pressure. At 0.1% of Resnik’s holdings, the move is immaterial to ownership structure or governance control. No new purchases or derivative grants accompany the filing, so investor interpretation should remain neutral.

Corporate Governance Expert

TL;DR: Administrative RSU settlement; governance posture unchanged.

With 2.74 M shares still held, executive equity alignment remains intact. The absence of open-market selling limits potential negative perception, and continued sizable ownership supports incentive alignment with shareholders. Overall, the action is standard for equity compensation plans and carries no governance red flags.

Insider Trade Summary

Exercise Price or Tax Liability: 3,151 shares

Exercise Price or Tax Liability 1 txn

Insider Resnik Josh

Role President and CEO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	3,151	$0.5665	$2K

Holdings After Transaction: Class A Common Stock — 2,738,972 shares (Direct)

Footnotes (1)

1. F1. Represents shares of the Issuer's Class A Common Stock withheld to satisfy the reporting person's tax obligation upon the vesting of 9,723 restricted stock units.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did FiscalNote (NOTE) report in the Form 4?

The CEO satisfied taxes on vested RSUs by withholding 3,151 shares on 31 Jul 2025.

Was there an open-market sale by the CEO?

No. The shares were withheld by the issuer (Code F) rather than sold on the open market.

How many shares does Josh Resnik now own?

After the transaction he directly owns 2,738,972 Class A shares.

Does the filing affect FiscalNote’s share count or float?

Impact is immaterial; the shares were already issued under the RSU plan and remain with the company.

Are there any new derivative securities or options disclosed?

No additional derivatives were reported in this filing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 08/04/2025 - 06:30 PM Learn about SEC filing dates

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
Estimated average burden
hours per response:			0.5

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)
07/31/2025

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	07/31/2025		F		3,151(1)	D	$0.5665	2,738,972	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 9,723 restricted stock units.

	/s/ Todd Aman, Attorney-in-Fact	08/04/2025
	** 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.