Form 4: FiscalNote Director Sells Shares for Tax Obligation

FiscalNote Holdings Director Gerald Yao disposed of 353 Class A Common Stock shares at $1.57 each to cover tax obligations from restricted stock unit vesting.

Summary

• Gerald Yao, a Director at FiscalNote Holdings, Inc., disposed of 353 shares of Class A Common Stock.
• The transaction occurred on January 20, 2026, at a price of $1.57 per share.
• These shares were withheld to satisfy tax obligations arising from the vesting of 893 restricted stock units.
• Following this transaction, Gerald Yao beneficially owns 37,769 shares indirectly through a revocable trust and 333 shares directly.

Sentiment

Score: 5

Explanation: The transaction is a routine tax withholding event associated with RSU vesting, which is neither inherently positive nor negative for the company's operational performance or strategic direction.

Positives

• The transaction indicates the vesting of 893 restricted stock units, which is a positive event for the reporting person, Gerald Yao, as it represents earned compensation.

Negatives

• The disposition of shares, even for tax purposes, reduces the direct beneficial ownership of the reporting person in the company.

Risks

• No specific risks related to the company's operations or financial health are mentioned in this Form 4 filing.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future outlook.

Industry Context

This Form 4 filing details an insider transaction, which is a routine disclosure for publicly traded companies. It does not provide information that allows for a broader analysis of industry trends or comparisons to competitors.

Related Party Transactions

• The reporting person, Gerald Yao, is noted as the Trustee of the Gerald Yao Revocable Trust Dated January 10, 2019, through which 37,769 shares are indirectly beneficially owned. This is a standard disclosure for insider holdings.

Stakeholder Impact

• Shareholders: The disposition of a small number of shares for tax purposes by a director is a routine event and is unlikely to have a significant impact on existing shareholders. It reflects a director's compensation structure.
• Employees: The vesting of restricted stock units is a common form of employee compensation, indicating that the company continues to use equity incentives.

Key Dates

Recommendation

This Form 4 filing reports a routine insider transaction involving the sale of shares to cover tax obligations from RSU vesting. It does not provide new information about the company's financial performance, strategic direction, or operational health that would warrant a change in investment recommendation. Therefore, a 'hold' recommendation is appropriate as this event is neutral to the company's fundamentals.

Keywords

FiscalNote Holdings Inc., NOTE, Gerald Yao, Form 4, Insider Transaction, Stock Sale, Tax Withholding, Restricted Stock Units, Director, Equity Compensation