Form 4: FiscalNote Executive Disposes Shares for Tax Obligations

Chief Legal & Admin. Officer Todd Aman disposed of 317 shares of FiscalNote Holdings, Inc. to satisfy tax liabilities following the vesting of restricted stock units.

Summary

• Todd Aman, the Chief Legal & Admin. Officer, had 317 shares of Class A Common Stock withheld by the company on April 17, 2026.
• The transaction was executed at a price of $0.26 per share to cover tax withholding obligations.
• The disposal was triggered by the vesting of 893 restricted stock units (RSUs).
• Following the transaction, Todd Aman remains a significant shareholder with 77,150 shares held directly.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event. While it involves a disposal of shares, it is a non-discretionary tax-related transaction and the executive maintains a substantial long-term position.

Positives

• The reporting person retained approximately 64% of the shares that vested, demonstrating continued skin in the game.
• The transaction was a non-discretionary 'sell-to-cover' for tax purposes rather than a voluntary market sale.

Negatives

• The shares were valued at a low price point of $0.26 per share at the time of vesting.
• The total number of shares involved in this specific vesting event (893) is relatively small compared to the total holding.

Risks

• The low share price of $0.26 may indicate significant market volatility or a lack of investor confidence in the company's current valuation.
• Continued reliance on equity-based compensation at low share prices can lead to increased dilution for existing shareholders.

Future Outlook

No specific forward-looking guidance or strategic updates were provided in this routine ownership change filing.

Management Comments

• The disposal represents shares withheld to satisfy the reporting person's tax obligation upon the vesting of 893 restricted stock units.

Industry Context

StockSavvy.ai notes that 'sell-to-cover' transactions are standard practice in the technology and information services sectors, where equity makes up a significant portion of executive compensation. However, the low nominal share price reflects the broader challenges faced by small-cap SaaS companies in the current high-interest-rate environment.

Comparison to Industry Standards

• The tax withholding rate of approximately 35.5% is consistent with standard U.S. supplemental wage withholding rates for executives.
• Compared to peers like Palantir or BlackSky, FiscalNote's executive equity transactions are currently occurring at a significantly lower price-per-share basis.

Related Party Transactions

• The issuance and subsequent withholding of shares for taxes under an equity incentive plan is a standard related-party transaction between the company and its officer.

Stakeholder Impact

• Shareholders should note that this transaction does not represent a lack of confidence by management, but rather a required tax payment.
• Minimal impact on overall share liquidity given the small volume of the transaction.

Next Steps

• Monitor future Form 4 filings for larger, discretionary open-market purchases or sales by insiders.
• Review upcoming quarterly earnings reports to assess if the low share price aligns with fundamental business performance.

Key Dates

Recommendation

The filing describes a routine tax-related transaction that does not signal a change in company fundamentals. Investors should maintain their current positions while awaiting more substantive financial disclosures.

Keywords

FiscalNote Holdings, NOTE, Todd Aman, Insider Trading, Form 4, Restricted Stock Units, Tax Withholding, Class A Common Stock, Executive Compensation