Small tax-withholding share transaction by FiscalNote (NOTE) accounting chief

Rhea-AI Filing Summary

FiscalNote Holdings, Inc. Chief Accounting Officer Paul Donnell reported a small tax-related share disposition. On 02/09/2026, 44 shares of Class A Common Stock were withheld at $1.22 per share to satisfy his tax obligation upon vesting of 108 restricted stock units. Following this automatic tax-withholding transaction, he directly beneficially owned 34,311 shares of Class A Common Stock.

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^*

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)
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		44(1)	D	$1.22	34,311	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 108 restricted stock units.

	/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.
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FAQ

What insider transaction did FiscalNote (NOTE) report for Paul Donnell?

FiscalNote’s Chief Accounting Officer Paul Donnell reported a tax-related share disposition. On 02/09/2026, 44 Class A Common shares were withheld to cover taxes when 108 restricted stock units vested, leaving him with 34,311 directly owned shares afterward.

Was the FiscalNote (NOTE) Form 4 transaction a sale on the open market?

No, the Form 4 describes a tax-withholding disposition, not an open-market sale. Forty-four shares of Class A Common Stock were withheld by the issuer to satisfy Paul Donnell’s tax obligation tied to the vesting of 108 restricted stock units.

How many FiscalNote (NOTE) shares does Paul Donnell own after this Form 4?

After the reported transaction, Paul Donnell directly beneficially owns 34,311 shares of FiscalNote Class A Common Stock. This figure reflects his holdings following the withholding of 44 shares used to cover taxes on vested restricted stock units.

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

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. In this case, 44 FiscalNote Class A Common shares were withheld at $1.22 per share to satisfy Paul Donnell’s tax obligation on vesting restricted stock units.

What triggered the tax withholding reported in the FiscalNote (NOTE) Form 4?

The withholding was triggered by the vesting of 108 restricted stock units. To satisfy the associated tax obligation, 44 shares of FiscalNote Class A Common Stock were withheld, as disclosed in the Form 4 footnote for Chief Accounting Officer Paul Donnell.