NOTE Form 4: Chief Accounting Officer 441-share withholding on RSU vesting

Rhea-AI Filing Summary

Paul Donnell, Chief Accounting Officer of FiscalNote Holdings, Inc. (ticker: NOTE), reported a disposition of Class A Common Stock on 08/07/2025. The filing shows a reported sale (transaction code F) of 441 shares at a price of $0.6304 per share. After the transaction, the reporting person beneficially owned 405,572 shares. The form explains these 441 shares were withheld to satisfy the reporting person’s tax obligation upon the vesting of 1,288 restricted stock units. The Form 4 was signed by an attorney-in-fact on 08/19/2025.

Insights

Securities Analyst

TL;DR: Routine tax-withholding share disposition by an officer; not a material change to ownership.

The filing documents an officer-level withholding disposition tied to RSU vesting rather than an open-market sale for cash. The quantity withheld (441 shares) is small relative to the reported post-transaction ownership (405,572 shares), indicating limited dilution or change in insider alignment. Transaction code F denotes a disposition to cover tax withholding on vesting, a common administrative action which typically has minimal capital-markets impact.

Corporate Governance Expert

TL;DR: Administrative transfer to satisfy tax obligations; customary and disclosed appropriately on Form 4.

The report includes the required explanation that the shares were withheld to cover taxes on the vesting of 1,288 RSUs. The disclosure of the number withheld, resulting beneficial ownership, and signature by an attorney-in-fact meet standard Section 16 reporting conventions. No unexpected departures, additional grants, or exercising of derivative instruments are reported.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Donnell Paul

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	441	$0.6304	$278.01

Holdings After Transaction: Class A Common Stock — 405,572 shares (Direct)

Footnotes (1)

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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).

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)
08/07/2025

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	08/07/2025		F		441(1)	D	$0.6304	405,572	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 1,288 restricted stock units.

	/s/ Todd Aman, Attorney-in-Fact	08/19/2025
	** 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 transaction did FiscalNote insider Paul Donnell report on Form 4?

The officer reported a disposition of 441 Class A shares on 08/07/2025 (transaction code F) at $0.6304 per share.

Why were shares disposed of according to the Form 4 for NOTE?

The Form 4 states the 441 shares were withheld to satisfy tax obligations upon the vesting of 1,288 restricted stock units.

How many NOTE shares did the reporting person own after the transaction?

The filing reports the reporting person beneficially owned 405,572 shares following the transaction.

Who signed the Form 4 for Paul Donnell and when?

The Form 4 was signed by Todd Aman, Attorney-in-Fact on 08/19/2025.

Does the Form 4 show any derivative transactions or option exercises?

No. Table II (derivative securities) contains no reported exercises or derivative transactions in this filing.