Form 4: FiscalNote Director Sells Shares for Tax Obligations

FiscalNote Holdings Director Tim Hwang sold Class A Common Stock in multiple transactions to cover tax obligations arising from restricted stock unit vesting, pursuant to a pre-arranged 10b5-1 trading plan.

Summary

• Tim Hwang, a Director and 10% Owner of FiscalNote Holdings, Inc. (NOTE), reported multiple sales of Class A Common Stock.
• The sales were conducted to satisfy tax obligations upon the vesting of restricted stock units (RSUs).
• These transactions were executed under a Rule 10b5-1 trading plan adopted on May 16, 2025.
• On September 3, 2025, a total of 5,785 shares were sold at a price of $4.2429 per share.
• On October 1, 2025, a total of 4,766 shares were sold at a price of $4.7966 per share.
• The shares sold were related to the vesting of 7,486 and 2,447 restricted stock units.
• All reported share numbers and prices have been adjusted to reflect a 1-for-12 reverse stock split effected by FiscalNote Holdings, Inc. on August 29, 2025.
• Following these transactions, Hwang's indirect beneficial ownership stands at 214,490 shares of Class A Common Stock, held through the Timothy T. Hwang Revocable Trust.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While it involves insider selling, it is a routine 'sell-to-cover' transaction for tax obligations, executed under a pre-arranged 10b5-1 plan, which mitigates any negative implications of opportunistic selling. It does not reflect on the company's operational performance.

Positives

• The transactions were conducted under a Rule 10b5-1 trading plan, indicating pre-planned and non-opportunistic selling, which is a positive for corporate governance and transparency.

Negatives

• A reduction in insider ownership, even for tax purposes, could be perceived negatively by some investors, as it decreases the direct stake of a key director and 10% owner.

Risks

• No specific risks beyond general market perception of insider selling are mentioned in this filing.

Future Outlook

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

Industry Context

Insider transactions, particularly 'sell-to-cover' sales for tax obligations upon RSU vesting, are common occurrences in publicly traded companies. The use of a Rule 10b5-1 trading plan is a standard practice to ensure compliance with insider trading regulations and demonstrate that transactions are pre-planned rather than based on material non-public information.

Comparison to Industry Standards

• The execution of sales under a Rule 10b5-1 plan aligns with best practices for insider trading compliance, demonstrating a structured approach to managing equity compensation and tax liabilities, consistent with standards observed in other public companies.

Corporate Governance

Related Party Transactions

• The securities are beneficially owned 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, making it a related party arrangement for beneficial ownership.

Stakeholder Impact

• Shareholders: May observe a slight reduction in direct insider ownership, though the reason (tax obligations) and method (10b5-1 plan) are standard and generally not a cause for concern.
• Employees: No direct impact mentioned.

Key Dates

Keywords

FiscalNote Holdings, NOTE, Tim Hwang, Form 4, Insider Trading, Stock Sale, 10b5-1 Plan, Restricted Stock Units, Tax Obligation, Director, 10% Owner, Reverse Stock Split