Form 4: FiscalNote CEO Sells Shares for Tax Obligations

FiscalNote Holdings, Inc. President and CEO, Josh Resnik, disposed of Class A Common Stock to cover tax obligations related to RSU vesting, following a 1-for-12 reverse stock split.

Summary

• Josh Resnik, President and CEO of FiscalNote Holdings, Inc. (NOTE), reported transactions involving the disposition of Class A Common Stock.
• On September 3, 2025, 270 shares of Class A Common Stock were disposed of at a price of $5.07 per share.
• On September 30, 2025, an additional 277 shares of Class A Common Stock were disposed of at a price of $4.63 per share.
• These dispositions represent shares withheld to satisfy the reporting person's tax obligation upon the vesting of 810 restricted stock units.
• Following these reported transactions, Josh Resnik directly beneficially owns 229,683 shares of Class A Common Stock.
• The reported share numbers and prices have been adjusted and rounded to reflect a 1-for-12 reverse stock split effected by FiscalNote Holdings, Inc. on August 29, 2025.
• The reported beneficial ownership also includes 1,984 shares acquired under the FiscalNote Holdings, Inc. 2022 Employee Stock Purchase Plan, which was exempt under both Rule 16b-3(d) and Rule 16b-3(c).

Sentiment

Score: 5

Explanation: The sentiment is neutral as the primary transactions involve the disposition of shares for tax obligations upon RSU vesting, which is a mandatory and routine event for executives. The reverse stock split is a corporate action that can have mixed market perceptions.

Positives

• The inclusion of 1,984 shares acquired under the FiscalNote Holdings, Inc. 2022 Employee Stock Purchase Plan demonstrates continued employee investment and alignment of interests with the company's performance.

Negatives

• The disposition of shares, while for tax purposes, results in a reduction of the direct beneficial ownership of the President and CEO.
• The 1-for-12 reverse stock split, effective August 29, 2025, can sometimes be perceived negatively by the market, potentially signaling concerns about the company's share price or efforts to meet listing requirements.

Risks

• Potential negative market perception associated with the 1-for-12 reverse stock split, which can sometimes signal underlying concerns about share price performance or delisting risks.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future financial performance or strategic direction.

Industry Context

This Form 4 filing details an insider transaction, specifically the disposition of shares by a key executive for tax purposes following RSU vesting. Such transactions are routine for executives receiving equity compensation and are generally not indicative of broader industry trends or competitive positioning, though the underlying reverse stock split is a corporate action that could be influenced by market conditions.

Corporate Governance

Stakeholder Impact

• Shareholders: The reverse stock split reduces the number of outstanding shares and increases the per-share price, which may affect liquidity and investor perception. The CEO's tax-related share disposition is a routine event with minimal direct impact on overall shareholder value.
• Employees: The Employee Stock Purchase Plan (ESPP) acquisition indicates continued employee participation and alignment of interests with the company's performance.

Key Dates

Recommendation

The filing primarily details routine insider transactions related to tax obligations upon RSU vesting and the impact of a previously announced reverse stock split. These events do not provide strong signals for a 'buy' or 'sell' recommendation. The reverse stock split itself can be a mixed signal, but the insider's disposition is non-discretionary. Therefore, a 'hold' recommendation is appropriate as there is no new fundamental information to alter an existing investment thesis.

Keywords

FiscalNote Holdings, NOTE, Josh Resnik, Insider Trading, Form 4, Class A Common Stock, Restricted Stock Units, Tax Withholding, Reverse Stock Split, Employee Stock Purchase Plan