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

Rhea-AI Filing Summary

On 07/17/2025 FiscalNote Holdings (NOTE) President & CEO Josh Resnik filed a Form 4 reporting a tax-related share withholding transaction. Using transaction code F, the company withheld 34,045 Class A common shares at an average price of $0.6501 to satisfy Resnik’s obligations triggered by the vesting of 103,230 restricted stock units. No open-market sale occurred and no derivative securities were involved.

Following the withholding, Resnik’s direct ownership stands at 2,742,123 Class A shares, indicating he still controls a substantial equity stake in the company. Because the disposition is routine and does not change his economic exposure materially, the filing is considered neutral from a market-impact perspective.

Positive

• CEO still owns 2,742,123 shares, underscoring continued alignment with shareholders.
• Transaction was tax-related (code F), avoiding the negative optics of an open-market sale.

Negative

• 34,045 shares were removed from public float as part of tax withholding, a minor dilutive effect.
• Low implied price of $0.6501 highlights the stock’s depressed valuation at the time of vesting.

Insights

Financial Analyst

TL;DR: Routine tax withholding; CEO retains 2.74 M shares—neutral insider signal.

The Form 4 shows an internal share disposition classified under code F, meaning shares were withheld by the issuer, not sold in the market. The 34,045-share amount equals roughly one-third of the 103,230 RSUs that vested, a typical federal and state tax coverage ratio. Post-transaction holdings of 2.74 M shares suggest continued alignment of executive and shareholder interests. Given the small size relative to Resnik’s stake and the lack of market sale, I view the filing as operationally irrelevant to valuation or liquidity.

Corporate Governance Expert

TL;DR: Standard equity-compensation settlement; governance implications minimal.

Code F transactions generally reflect compliance with tax law rather than discretionary trading. No red flags such as accelerated sales, option exercises, or pattern selling are present. Maintaining over 2.7 M shares indicates a long-term commitment. Therefore, the governance impact is neutral; investors should not interpret this as a signal of insider sentiment.

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

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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^*

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)
07/17/2025

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	07/17/2025		F		34,045(1)	D	$0.6501	2,742,123	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 103,230 restricted stock units.

	/s/ Todd Aman, Attorney-in-Fact	07/21/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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