NOTE Director sells shares under 10b5-1 plan; RSU tax withholding disclosed

Rhea-AI Filing Summary

Timothy T. Hwang, a director and reported 10% owner of FiscalNote Holdings, Inc. (NOTE), reported multiple sell transactions of Class A common stock under a Rule 10b5-1 trading plan. The sales on 09/03/2025 and 10/01/2025 were described as sell-to-cover transactions to satisfy tax withholding on vested restricted stock units: one set related to the vesting of 7,486 RSUs and another to 2,447 RSUs. Reported sale lots include 4,347, 1,438, 3,591, and 1,175 shares at prices of $4.2429 and $4.7966; the filing shows the reporting person beneficially owning 214,490 Class A shares following the transactions. The filing notes that reported share counts and prices were adjusted for a 1-for-12 reverse stock split effective August 29, 2025. The Form 4 was signed by an attorney-in-fact on 10/03/2025.

Positive

• Disclosed Rule 10b5-1 plan adoption (May 16, 2025) provides procedural clarity for trades
• Sales identified as sell-to-cover indicating transactions were to satisfy tax withholding on RSU vesting, not open-market liquidation

Negative

• Reported beneficial ownership remains substantial at 214,490 Class A shares (indirect), indicating continued concentrated insider ownership
• Multiple sales occurred within a short period (Sep 3 and Oct 1, 2025), which may draw investor attention despite being tax-related

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)
09/03/2025

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	09/03/2025		S(1)		4,347	D	$4.2429	220,694	I	See Footnote(2)
Class A Common Stock	09/03/2025		S(3)		1,438	D	$4.2429	219,256	I	See Footnote(2)
Class A Common Stock	10/01/2025		S(1)		3,591	D	$4.7966	215,665	I	See Footnote(2)
Class A Common Stock	10/01/2025		S(3)		1,175	D	$4.7966	214,490	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.

Remarks:

The numbers of shares and prices reported herein have been adjusted and rounded to reflect the 1-for-12 reverse stock split effected by the Issuer on August 29, 2025.

	/s/ Todd Aman, Attorney-in-Fact	10/03/2025
	** 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 did the Form 4 filed for NOTE disclose?

The Form 4 discloses multiple sell-to-cover sales of Class A common stock by Timothy T. Hwang on 09/03/2025 and 10/01/2025 under a Rule 10b5-1 plan, and beneficial ownership of 214,490 shares after the transactions.

Why were the shares sold according to the filing for NOTE?

The filing states the shares were sold to satisfy the reporting person's tax obligations upon vesting of restricted stock units (7,486 RSUs and 2,447 RSUs).

What prices were reported for the sales in the NOTE Form 4?

Reported sale prices include $4.2429 and $4.7966 per share, adjusted for the 1-for-12 reverse stock split effective August 29, 2025.

When was the Rule 10b5-1 trading plan adopted according to the filing?

The Form 4 states the Rule 10b5-1 trading plan was adopted on May 16, 2025.

Who filed the Form 4 on behalf of the reporting person?

The Form 4 bears the signature of Todd Aman, Attorney-in-Fact and is dated 10/03/2025.