FiscalNote (NOTE) director Yao reports 42-share tax withholding via trust

Rhea-AI Filing Summary

FiscalNote Holdings director Gerald Yao reported a tax-withholding disposition of 42 shares of Class A Common Stock at $1.22 per share. These shares were withheld to cover his tax obligation when 105 restricted stock units vested.

After this transaction, 37,727 shares are held indirectly through the Gerald Yao Revocable Trust Dated January 10, 2019, where he serves as trustee, and he also beneficially owns 333 shares 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)
02/09/2026

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	02/09/2026		F		42(1)	D	$1.22	37,727	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 105 restricted stock units.

2. The Reporting Person is Trustee of this Trust.

	/s/ Todd Aman, Attorney-in-Fact	02/11/2026
	** 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?

Director Gerald Yao reported a small tax-withholding disposition of company shares. Specifically, 42 shares of FiscalNote Class A Common Stock were withheld to satisfy his tax obligation upon vesting of 105 restricted stock units, according to the Form 4 filing.

How many FiscalNote (NOTE) shares were withheld for Gerald Yao’s taxes and at what price?

The filing shows 42 shares of FiscalNote Class A Common Stock were withheld. The shares were valued at $1.22 per share, and this withholding was used to cover Gerald Yao’s tax obligation from vesting restricted stock units.

How many FiscalNote (NOTE) shares does Gerald Yao beneficially own after this transaction?

After the reported transaction, Gerald Yao beneficially owns 37,727 FiscalNote Class A shares indirectly through his revocable trust. He also holds 333 Class A shares directly in his own name, as disclosed in the ownership table.

What triggered the share withholding reported by FiscalNote (NOTE) director Gerald Yao?

The share withholding was triggered by the vesting of 105 restricted stock units. To satisfy the resulting tax obligation, 42 shares of FiscalNote Class A Common Stock were withheld instead of being retained outright by director Gerald Yao.

How are Gerald Yao’s indirect FiscalNote (NOTE) holdings structured?

Gerald Yao’s indirect holdings are held through the Gerald Yao Revocable Trust Dated January 10, 2019. The filing notes that he is the trustee of this trust, which holds 37,727 shares of FiscalNote Class A Common Stock after the reported transaction.

Does the FiscalNote (NOTE) filing indicate any direct share ownership by Gerald Yao?

Yes. In addition to his indirect holdings through a revocable trust, the Form 4 shows that Gerald Yao directly owns 333 shares of FiscalNote Class A Common Stock, listed separately in the non-derivative securities ownership table.