FiscalNote (NYSE: NOTE) director and 10% owner reports RSU sell-to-cover trades

Rhea-AI Filing Summary

FiscalNote Holdings director and 10% owner reports tax-related share sales

A FiscalNote Holdings, Inc. insider who serves as both a director and 10% owner reported automatic sales of Class A common stock tied to restricted stock unit (RSU) vesting. On 12/02/2025, the reporting person sold 4,213 and 1,377 Class A shares at a price of $1.9134 per share in separate transactions. These sales were made to cover tax obligations that arose when 7,486 and 2,447 RSUs vested, under a pre-established Rule 10b5-1 trading plan adopted on May 16, 2025. After these transactions, 201,205 Class A shares were reported as beneficially owned indirectly through the Timothy T. Hwang Revocable Trust, for which the reporting person serves as 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)
12/02/2025

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	12/02/2025		S(1)		4,213	D	$1.9134	202,582	I	See Footnote(2)
Class A Common Stock	12/02/2025		S(3)		1,377	D	$1.9134	201,205	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	12/04/2025
	** 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.

FAQ

What insider transaction did FiscalNote (NOTE) report in this Form 4?

The filing reports that a FiscalNote Holdings, Inc. director and 10% owner sold 4,213 and 1,377 shares of Class A common stock on 12/02/2025 in two transactions at $1.9134 per share.

Why did the FiscalNote (NOTE) insider sell shares on December 2, 2025?

The sales represent shares of Class A Common Stock sold to satisfy the reporting person’s tax obligations upon the vesting of 7,486 and 2,447 restricted stock units in sell-to-cover transactions.

Were the FiscalNote (NOTE) insider sales made under a Rule 10b5-1 plan?

Yes. The tax-related share sales were executed pursuant to a Rule 10b5-1 trading plan adopted on May 16, 2025, which pre-arranged the sell-to-cover transactions for RSU vesting.

How many FiscalNote (NOTE) shares does the reporting person beneficially own after these transactions?

Following the reported transactions, the Form 4 shows 201,205 shares of FiscalNote Class A Common Stock beneficially owned indirectly through the Timothy T. Hwang Revocable Trust.

In what capacity does the reporting person hold FiscalNote (NOTE) shares?

The securities are beneficially owned by Timothy T. Hwang as trustee of the Timothy T. Hwang Revocable Trust, originally dated January 10, 2019, and the filer is identified as both a Director and 10% Owner of FiscalNote Holdings, Inc.

What is the nature of the securities involved in this FiscalNote (NOTE) Form 4?

The transactions involve Class A Common Stock of FiscalNote Holdings, Inc., related to the vesting and tax settlement of restricted stock units held by the reporting person.