FiscalNote (NOTE) director’s trust sells shares to cover RSU taxes

Rhea-AI Filing Summary

FiscalNote Holdings director and 10% owner Timothy T. Hwang reported tax-related sales of Class A Common Stock on February 2, 2026. A revocable trust for which he serves as trustee sold 3,082 shares and 1,008 shares at $1.1983 per share in sell-to-cover transactions.

The sales were made to satisfy tax obligations arising from the vesting of 7,486 and 2,447 restricted stock units under a Rule 10b5-1 trading plan adopted on May 16, 2025. After these transactions, the trust beneficially owned 195,399 Class A shares indirectly, and Hwang also held 4,109 shares directly.

Insider Trade Summary

Net Seller: 4,090 shares ($4,901)

Net Sell 3 txns

Insider Hwang Tim

Role Director, 10% Owner

Sold 4,090 shs ($5K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	3,082	$1.1983	$4K
Sale	Class A Common Stock	1,008	$1.1983	$1K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 196,407 shares (Indirect, See Footnote); Class A Common Stock — 4,109 shares (Direct)

Footnotes (1)

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. 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. 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.

Form 4 Insider Transactions: What Each Field Means →

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)
02/02/2026

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	02/02/2026		S(1)		3,082	D	$1.1983	196,407	I	See Footnote(2)
Class A Common Stock	02/02/2026		S(3)		1,008	D	$1.1983	195,399	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	02/04/2026
	** 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 for Timothy T. Hwang?

FiscalNote reported that a trust for which director and 10% owner Timothy T. Hwang serves as trustee sold Class A shares. The trust executed two sales on February 2, 2026, as part of sell-to-cover transactions tied to vesting restricted stock units.

How many FiscalNote (NOTE) shares were sold in Timothy Hwang’s latest Form 4?

The filing shows two sales: 3,082 shares and 1,008 shares of FiscalNote Class A Common Stock. Both transactions occurred on February 2, 2026, and were executed to cover tax obligations from restricted stock unit vesting under a Rule 10b5-1 plan.

What sale price is disclosed in the FiscalNote (NOTE) Form 4 for Timothy Hwang?

Both reported sales were executed at a price of $1.1983 per share. The trust associated with Timothy Hwang sold 3,082 and 1,008 Class A shares at this price in tax-related sell-to-cover transactions linked to vesting restricted stock units.

Why were FiscalNote (NOTE) shares sold in Timothy Hwang’s February 2026 Form 4?

The shares were sold to satisfy tax obligations from the vesting of restricted stock units. Specifically, they relate to 7,486 and 2,447 RSUs, with sales executed as sell-to-cover transactions under a pre-established Rule 10b5-1 trading plan adopted on May 16, 2025.

How many FiscalNote (NOTE) shares does Timothy Hwang beneficially own after the reported transactions?

After the reported sales, the revocable trust for which Timothy Hwang is trustee beneficially owned 195,399 Class A shares indirectly. Separately, Hwang also held 4,109 Class A Common Stock shares directly, according to the Form 4 disclosure.

What entity is shown holding FiscalNote (NOTE) shares in Timothy Hwang’s Form 4?

The securities are beneficially owned by the Timothy T. Hwang Revocable Trust, originally dated January 10, 2019. Timothy Hwang is trustee of this trust, which held 195,399 Class A shares indirectly following the February 2, 2026 sell-to-cover transactions.