[Form 4] FiscalNote Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

FiscalNote Holdings, Inc. President and CEO Josh Resnik reported two Class A Common Stock transactions. On December 31, 2025, he acquired 3,376 shares at $1.25 per share through the company’s 2022 Employee Stock Purchase Plan, a transaction described as exempt under Rule 16b-3(d) and Rule 16b-3(c). This increased his direct holdings to 218,376 shares.

On January 20, 2026, 850 shares were withheld at $1.57 per share to cover his tax obligation upon the vesting of 2,153 restricted stock units, leaving him with 217,526 directly held shares of Class A Common Stock. Both transactions involve only directly owned shares and reflect routine plan participation and tax withholding rather than open-market buying or selling.

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

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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^*

Resnik Josh

(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)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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	12/31/2025		A	V	3,376(1)	A	$1.25	218,376	D
Class A Common Stock	01/20/2026		F		850(2)	D	$1.57	217,526	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. These shares were acquired under the FiscalNote Holdings, Inc. 2022 Employee Stock Purchase Plan in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c).

2. Represents shares of the Issuer's Class A Common Stock withheld to satisfy the reporting person's tax obligation upon the vesting of 2,153 restricted stock units.

	/s/ Todd Aman, Attorney-in-Fact	01/22/2026
	** 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 transactions did FiscalNote (NOTE) CEO Josh Resnik report?

Josh Resnik reported two transactions in FiscalNote Class A Common Stock. He acquired 3,376 shares on December 31, 2025 through the 2022 Employee Stock Purchase Plan, then had 850 shares withheld on January 20, 2026 to cover taxes on vesting restricted stock units.

How many FiscalNote (NOTE) shares does the CEO own after these transactions?

After the January 20, 2026 tax withholding transaction, Josh Resnik directly owns 217,526 shares of FiscalNote Holdings, Inc. Class A Common Stock, as reported in the filing.

Was the FiscalNote CEO’s share acquisition an open-market purchase?

No. The 3,376 shares were acquired on December 31, 2025 under the FiscalNote Holdings, Inc. 2022 Employee Stock Purchase Plan, which is a company stock purchase program, not an open-market trade.

Why were 850 FiscalNote (NOTE) shares withheld from the CEO?

The filing states that 850 shares of Class A Common Stock were withheld on January 20, 2026 to satisfy Josh Resnik’s tax obligation upon the vesting of 2,153 restricted stock units.

Are the reported FiscalNote (NOTE) CEO transactions direct or indirect holdings?

Both reported transactions involve direct ownership of FiscalNote Class A Common Stock. The Form 4 lists the ownership form as Direct (D) and does not reference any intermediary entities.

What transaction codes are used in the FiscalNote CEO’s Form 4?

The acquisition of 3,376 shares under the employee stock purchase plan on December 31, 2025 is coded A for acquisition. The withholding of 850 shares for taxes on January 20, 2026 is coded F, indicating tax-related share withholding.