Form 4: NOTE insider sell-to-cover 40 shares; late filing noted

Rhea-AI Filing Summary

FiscalNote Holdings, Inc. (NOTE) Form 4 shows that Paul Donnell, the companys Chief Accounting Officer, sold 40 shares of Class A common stock on 01/06/2025 at a reported price of $17.19 per share. The filing states the sale was a sell-to-cover to satisfy tax withholding on the vesting of 104 restricted stock units and was executed under a Rule 10b5-1 trading plan adopted May 12, 2023.

The Form 4 was filed late and the filer notes an administrative error. The reported share count and price were adjusted and rounded to reflect a 1-for-12 reverse stock split the issuer effected on August 29, 2025. The Form is signed by an attorney-in-fact on 09/26/2025.

Positive

• Transaction executed under a Rule 10b5-1 trading plan, indicating the sale was prearranged and not an opportunistic insider sale
• Sale purpose disclosed as tax withholding on vesting of 104 restricted stock units, clarifying the reason for the disposition

Negative

• Late Form 4 filing admitted due to an inadvertent administrative error, indicating a lapse in timely Section 16 reporting
• Post-report adjustment noted to reflect a 1-for-12 reverse stock split effected August 29, 2025, which may complicate historical share comparisons

Insights

Securities Analyst

TL;DR: Insider executed a routine sell-to-cover under a pre-established 10b5-1 plan; filing was late and adjusted for a later reverse split.

The reported disposal of 40 Class A shares at $17.19 was carried out to satisfy tax obligations from the vesting of 104 restricted stock units, indicating this was not a discretionary open-market sale for cash needs or portfolio reallocation but a mechanical transaction tied to equity compensation. The use of a Rule 10b5-1 plan reduces signaling risk but does not eliminate the materiality of a late Form 4 filing. The subsequent adjustment for a 1-for-12 reverse split effected August 29, 2025 is noted and appropriately disclosed in the remarks.

Corporate Governance Expert

TL;DR: Transaction appears routine for equity compensation; late reporting is a governance lapse that should be remedied.

Sell-to-cover transactions tied to RSU vesting are common and generally low impact on valuation when small in size. However, the admission that the Form 4 was filed late due to an administrative error highlights a disclosure control issue. Companies should maintain processes to ensure timely Section 16 reporting; repeated late filings can concern investors and regulators even if the underlying trade is non-discretionary.

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
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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).

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)
01/06/2025

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	01/06/2025		S(1)		40	D	$17.19	8,847	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 104 restricted stock units in a sell-to-cover transaction pursuant to a Rule 10b5-1 trading plan adopted on May 12, 2023.

Remarks:

This Form 4 is being filed late due to an inadvertent administrative error. The number of shares and price 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	09/26/2025
	** 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.
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FAQ

What did FiscalNote Holdings (NOTE) insider Paul Donnell sell?

The filing reports a sale of 40 shares of Class A common stock on 01/06/2025 at a reported price of $17.19 per share.

Why were the shares sold according to the Form 4?

The Form 4 states the shares were sold in a sell-to-cover transaction to satisfy tax withholding on the vesting of 104 restricted stock units.

Was the sale part of an insider trading plan?

Yes. The sale was executed pursuant to a Rule 10b5-1 trading plan adopted on May 12, 2023.

Was the Form 4 filed on time?

No. The filing notes it was filed late due to an inadvertent administrative error.

Were any adjustments made to the reported numbers?

Yes. The number of shares and price were adjusted and rounded to reflect a 1-for-12 reverse stock split effected on August 29, 2025.