Form 4: FiscalNote CAO Sells Shares for Tax Obligation
Insider Transaction Report
FiscalNote's Chief Accounting Officer, Paul Donnell, disposed of 44 Class A Common Stock shares to cover tax obligations related to restricted stock unit vesting.
Summary
- Paul Donnell, Chief Accounting Officer of FiscalNote Holdings, Inc. (NOTE), reported a transaction on February 9, 2026.
- 44 shares of Class A Common Stock were disposed of at a price of $1.22 per share.
- The disposal was to satisfy tax obligations upon the vesting of 108 restricted stock units.
- Following this transaction, Mr. Donnell beneficially owns 34,311 shares of Class A Common Stock.
- The transaction was made pursuant to a Rule 10b5-1(c) plan.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this as a routine administrative transaction for tax purposes, which does not reflect a change in the reporting person's investment sentiment or the company's operational performance, thus indicating a neutral sentiment.
Future Outlook
The filing does not contain any forward-looking statements or guidance regarding the company's future outlook.
Industry Context
StockSavvy.ai notes that insider transactions, particularly those related to tax withholdings upon restricted stock unit (RSU) vesting, are common and generally not indicative of management's sentiment towards the company's future prospects or operational performance. Such transactions are a routine part of executive compensation plans.
Comparison to Industry Standards
- This transaction is a standard practice for executives in publicly traded companies across various industries, where shares are withheld or sold to cover tax liabilities incurred upon the vesting of equity awards like RSUs.
- Companies like Microsoft, Apple, and Google frequently report similar Form 4 filings for their executives, reflecting the tax implications of equity compensation.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Trading Plan Disclosure | The 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). | 02/09/2026 | The use of a Rule 10b5-1 plan indicates a pre-arranged trading strategy, which is a corporate governance best practice designed to mitigate concerns about insider trading. |
Stakeholder Impact
- Shareholders: Minimal impact due to the small number of shares involved in a routine tax-related transaction.
Key Dates
| Date | Description |
|---|---|
| 02/09/2026 | Date of transaction where shares were disposed of for tax withholding. |
| 02/11/2026 | Date the Form 4 was signed and filed. |
Recommendation
holdThis Form 4 reports a routine tax-related sale of a small number of shares by a Chief Accounting Officer upon RSU vesting. It does not indicate any change in the company's fundamentals or the insider's long-term view, thus a 'hold' recommendation is appropriate as it provides no new material information for an investment decision.
Keywords
FiscalNote, NOTE, Form 4, insider transaction, stock sale, tax withholding, restricted stock units, RSU, Paul Donnell
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