Form 4: FiscalNote CAO Sells Shares for Tax Obligation

FiscalNote Holdings' Chief Accounting Officer, Paul Donnell, sold 40 shares of Class A Common Stock for $17.19 per share to cover tax obligations from RSU vesting.

Summary

• Paul Donnell, Chief Accounting Officer of FiscalNote Holdings, Inc., sold 40 shares of the company's Class A Common Stock.
• The transaction occurred on January 6, 2025, at a price of $17.19 per share.
• This sale was a 'sell-to-cover' transaction, executed to satisfy tax obligations upon the vesting of 104 restricted stock units.
• The transaction was conducted pursuant to a Rule 10b5-1 trading plan adopted on May 12, 2023.
• Following this transaction, Paul Donnell beneficially owns 8,847 shares of Class A Common Stock.
• The reported share count and price have been adjusted to reflect a 1-for-12 reverse stock split effected by FiscalNote Holdings, Inc. on August 29, 2025.
• The Form 4 filing was submitted late due to an inadvertent administrative error.

Sentiment

Score: 5

Explanation: The filing reports a routine insider transaction (sell-to-cover for tax obligations) under a pre-arranged plan, which is generally neutral. The late filing due to administrative error is a minor negative, but does not impact the fundamental assessment of the transaction.

Negatives

• The Form 4 was filed late due to an inadvertent administrative error.

Future Outlook

This filing, a Form 4, does not provide any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Management Comments

• Shares of the Issuer's Class A Common Stock were 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.

Industry Context

This is a routine insider transaction, common across all industries for executives managing equity compensation and fulfilling tax obligations. It does not reflect specific industry trends or competitive dynamics.

Comparison to Industry Standards

• This transaction is a standard 'sell-to-cover' event, a common practice for executives to manage tax liabilities arising from equity compensation vesting across all industries. It does not reflect unique company or industry-specific performance metrics that would allow for direct comparison to specific companies or projects.

Stakeholder Impact

• Shareholders: Provides transparency on insider equity management, with a minor, routine impact due to the small number of shares involved.
• Employees, Customers, Suppliers, Creditors: No direct or material impact.

Key Dates

Recommendation

This Form 4 reports a routine 'sell-to-cover' transaction by a Chief Accounting Officer to satisfy tax obligations from RSU vesting, executed under a pre-arranged 10b5-1 plan. Such transactions are common and typically do not indicate a change in management's outlook or the company's fundamentals. The small number of shares involved (40 shares) and the pre-planned nature suggest no material impact on the company's valuation or investment thesis. The late filing is an administrative issue, not a fundamental one. Therefore, a 'hold' recommendation is appropriate as this filing provides no new information to warrant a change in investment strategy.

Keywords

FiscalNote, NOTE, insider transaction, Form 4, stock sale, Paul Donnell, Chief Accounting Officer, RSU vesting, sell-to-cover, 10b5-1 plan, reverse stock split