Form 4: FiscalNote Director Sells Shares to Cover Tax Obligations from RSU Vesting

FiscalNote Holdings, Inc. Director and 10% Owner Tim Hwang sold 37,201 shares of Class A Common Stock on July 1, 2025, at $0.6525 per share to satisfy tax obligations arising from restricted stock unit vesting.

Summary

• Tim Hwang, a Director and 10% Owner of FiscalNote Holdings, Inc., executed a sell-to-cover transaction.
• The transaction occurred on July 1, 2025.
• A total of 37,201 shares of Class A Common Stock were sold.
• The shares were sold at a price of $0.6525 per share.
• The sales were conducted to satisfy tax obligations upon the vesting of 119,207 restricted stock units (89,832 RSUs and 29,375 RSUs).
• The transactions were executed pursuant to a Rule 10b5-1 trading plan adopted on August 11, 2023.
• Following these transactions, Tim Hwang beneficially owns 2,756,561 shares of Class A Common Stock indirectly through the Timothy T. Hwang Revocable Trust.

Sentiment

Score: 6

Explanation: The transaction is neutral to slightly positive. It's a routine, non-discretionary sale for tax purposes, which is expected. The pre-planned nature (10b5-1) mitigates negative interpretations. The low share price at the time of sale is a factual point but doesn't inherently indicate negative sentiment from the insider, as it's a forced sale.

Positives

• The transaction was pre-planned under a Rule 10b5-1 trading plan, indicating a non-discretionary sale.
• The sale is for tax purposes related to equity compensation, which is a common and expected event for executives.

Negatives

• The sale represents a reduction in direct beneficial ownership by a key insider, although it is for tax purposes.
• The sale price of $0.6525 per share is relatively low, potentially indicating a low valuation for the company's stock at the time of the transaction.

Risks

• Potential for negative market perception if the 'sell' aspect is misinterpreted as a lack of confidence, despite being a tax-related sale.
• The low share price at the time of the transaction ($0.6525) could reflect broader market or company-specific challenges.

Future Outlook

The document does not provide forward-looking statements or guidance beyond the details of the specific future transaction date of July 1, 2025, which is part of a pre-existing Rule 10b5-1 plan.

Industry Context

This transaction is a routine insider filing (Form 4) detailing a 'sell-to-cover' event, which is common across industries for executives receiving equity compensation. It reflects standard practice for managing tax liabilities upon the vesting of restricted stock units. It does not provide broader industry trends or competitive insights.

Comparison to Industry Standards

• The transaction is a standard 'sell-to-cover' for tax obligations, a common practice for executives across publicly traded companies globally. For example, executives at tech companies like Microsoft or Apple frequently execute similar transactions when their stock options or restricted stock units vest.
• The specific share price of $0.6525 is company-specific and not directly comparable to industry benchmarks without broader market context for FiscalNote's peers in the government relations or data analytics sector.

Stakeholder Impact

• Shareholders: The sale slightly reduces the direct beneficial ownership of a key insider, though the indirect ownership remains substantial. The non-discretionary nature of the sale (for tax purposes) should mitigate concerns about insider confidence.
• Employees: No direct impact mentioned.
• Customers: No direct impact mentioned.
• Suppliers: No direct impact mentioned.
• Creditors: No direct impact mentioned.

Next Steps

• The document does not outline specific future actions or milestones for the company, as it is a disclosure of a past insider transaction.

Key Dates

Recommendation

Keywords

FiscalNote Holdings Inc., NOTE, Tim Hwang, Form 4, Insider Trading, Stock Sale, Restricted Stock Units, RSU Vesting, Sell-to-Cover, Rule 10b5-1 Plan, Director, 10% Owner, Equity Compensation, Tax Obligation