Form 4: FiscalNote Director Sells Shares for Tax Obligation

FiscalNote Holdings Director Gerald Yao disposed of 42 shares of Class A Common Stock to cover tax obligations related to restricted stock unit vesting.

Summary

• Gerald Yao, a Director of FiscalNote Holdings, Inc. (NOTE), reported a disposition of Class A Common Stock.
• On February 9, 2026, 42 shares of Class A Common Stock were withheld at a price of $1.22 per share.
• This disposition was to satisfy tax obligations upon the vesting of 105 restricted stock units.
• Following this transaction, Gerald Yao directly owns 333 shares of Class A Common Stock.
• Additionally, 37,727 shares of Class A Common Stock are indirectly beneficially owned through the Gerald Yao Revocable Trust Dated January 10, 2019, for which Mr. Yao serves as Trustee.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event, as the disposition of shares was a non-discretionary transaction to cover tax obligations upon the vesting of restricted stock units, which is a routine occurrence for executives and directors.

Future Outlook

This filing does not contain any forward-looking statements or guidance.

Industry Context

StockSavvy.ai notes that routine insider transactions, such as tax-related share dispositions, are common across all industries and typically do not reflect a change in management's outlook on the company's performance or strategic direction.

Stakeholder Impact

• Shareholders: Minimal impact as this is a routine, non-discretionary transaction for tax purposes and represents a very small percentage of the director's overall holdings.

Key Dates

Keywords

FiscalNote Holdings, NOTE, Gerald Yao, Insider Transaction, Form 4, Class A Common Stock, Restricted Stock Units, Tax Withholding