FiscalNote (NOTE) insider sale tied to RSU tax withholding

Rhea-AI Filing Summary

FiscalNote Holdings, Inc. director and 10% owner Timothy T. Hwang reported routine insider sales of Class A common stock related to tax withholding on vested restricted stock units. On 01/02/2026, he sold 1,293 and 423 shares of Class A common stock at a price of $1.6088 per share. These sales were made in sell-to-cover transactions to satisfy his tax obligations upon the vesting of 7,486 and 2,447 restricted stock units under a Rule 10b5-1 trading plan adopted on May 16, 2025. Following the reported transactions, he continued to hold a substantial indirect position in FiscalNote through the Timothy T. Hwang Revocable Trust, of which he is trustee.

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).

X

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^*

Hwang Tim

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

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

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	01/02/2026		S(1)		1,293	D	$1.6088	199,912	I	See Footnote(2)
Class A Common Stock	01/02/2026		S(3)		423	D	$1.6088	199,489	I	See Footnote(2)
Class A Common Stock								4,109	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 sold to satisfy the reporting person's tax obligation upon the vesting of 7,486 restricted stock units in a sell-to-cover transaction pursuant to a Rule 10b5-1 trading plan adopted on May 16, 2025.

2. These securities are beneficially owned by Timothy T. Hwang, as Trustee of the Timothy T. Hwang Revocable Trust, originally dated January 10, 2019. The Reporting Person is trustee of this trust.

3. Represents shares of the Issuer's Class A Common Stock sold to satisfy the reporting person's tax obligation upon the vesting of 2,447 restricted stock units in a sell-to-cover transaction pursuant to a Rule 10b5-1 trading plan adopted on May 16, 2025.

	/s/ Todd Aman, Attorney-in-Fact	01/06/2026
	** 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) report in this filing?

The filing reports that director and 10% owner Timothy T. Hwang sold shares of Class A common stock in connection with the vesting of restricted stock units.

How many FiscalNote (NOTE) shares did the insider sell and at what price?

On 01/02/2026, the insider sold 1,293 and 423 shares of FiscalNote Class A common stock at $1.6088 per share.

Why were the FiscalNote (NOTE) shares sold by the insider?

The shares were sold to satisfy tax obligations arising from the vesting of 7,486 and 2,447 restricted stock units in sell-to-cover transactions.

Was the FiscalNote (NOTE) insider trading under a Rule 10b5-1 plan?

Yes. The sales were made pursuant to a Rule 10b5-1 trading plan that was adopted on May 16, 2025.

How does the insider hold his FiscalNote (NOTE) shares after these transactions?

The reported securities are beneficially owned by Timothy T. Hwang as trustee of the Timothy T. Hwang Revocable Trust, and he remains a director and 10% owner.

Is this FiscalNote (NOTE) insider sale a discretionary sale or tax-related?

The filing states the sales were tax-related sell-to-cover transactions tied to RSU vesting, rather than discretionary open-market sales.