Form 4: FiscalNote Director Sells Shares for Tax Obligation

FiscalNote Holdings Director Tim Hwang sold 4,109 Class A Common Stock shares to cover tax obligations from RSU vesting under a Rule 10b5-1 plan.

Summary

• Timothy T. Hwang, a Director and 10% Owner of FiscalNote Holdings, Inc. (NOTE), disposed of 4,109 shares of Class A Common Stock.
• The transactions occurred on February 2, 2026, at a price of $1.1983 per share.
• The sales were 'sell-to-cover' transactions, executed to satisfy tax obligations arising from the vesting of 7,486 and 2,447 restricted stock units (RSUs), totaling 9,933 RSUs.
• These sales were conducted pursuant to a Rule 10b5-1 trading plan adopted on May 16, 2025.
• Following these transactions, Timothy T. Hwang beneficially owns 195,399 shares of Class A Common Stock indirectly through the Timothy T. Hwang Revocable Trust.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event. The sale is a routine, pre-planned transaction to cover tax liabilities associated with RSU vesting, rather than an indication of a change in the insider's outlook on the company's prospects.

Positives

• The vesting of 9,933 restricted stock units (RSUs) for the reporting person indicates a component of executive compensation being realized.

Negatives

• The sale of shares by a director, even for tax purposes, reduces their direct equity stake in the company.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• The beneficially owned securities are held indirectly by Timothy T. Hwang, as Trustee of the Timothy T. Hwang Revocable Trust, originally dated January 10, 2019. The Reporting Person is the trustee of this trust.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a routine, pre-planned tax-related sale by an insider, not typically indicative of a change in company fundamentals or outlook.
• Employees: No direct impact mentioned.
• Customers: No direct impact mentioned.
• Suppliers: No direct impact mentioned.
• Creditors: No direct impact mentioned.

Key Dates

Recommendation

The recommendation is 'hold' because this Form 4 filing details a routine, pre-planned insider sale for tax purposes following RSU vesting. Such transactions are generally considered neutral events and do not typically signal a change in the company's fundamental value or future prospects, thus not warranting a change in investment stance based solely on this filing.

Keywords

FiscalNote, NOTE, Insider Trading, Form 4, Stock Sale, Rule 10b5-1, Restricted Stock Units, Tim Hwang, Tax Obligation