FiscalNote Holdings, Inc.·4

Jan 22, 8:37 PM ET

Yao Gerald 4

4 · FiscalNote Holdings, Inc. · Filed Jan 22, 2026

Research Summary

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FiscalNote (NOTE) Director Gerald Yao Withholds 353 Shares for Taxes

What Happened Gerald Yao, a director of FiscalNote Holdings, had 353 shares of Class A common stock withheld to satisfy tax withholding on the vesting of 893 restricted stock units (RSUs). The withheld shares were recorded at $1.57 per share, totaling approximately $554. This was a tax-withholding disposition (code F), not an open-market sale or purchase.

Key Details

  • Transaction date: 2026-01-20; Form 4 filed: 2026-01-22 (appears timely).
  • Withheld shares: 353 at $1.57 per share; total value withheld ≈ $554.
  • RSUs vested: 893 (footnote indicates withholding to cover tax on these vested RSUs).
  • Net shares delivered to the holder after withholding: 893 − 353 = 540 (based on footnote).
  • Reporting note: The Reporting Person is trustee of the referenced trust (footnote).
  • Shares owned after transaction: not specified in the provided filing excerpt.

Context This was a routine tax-withholding transaction tied to RSU vesting (often called a cashless or share-withholding settlement). Such filings reflect payroll/tax mechanics rather than a buy or sell decision by the insider, so they generally do not signal a change in insider confidence.

Insider Transaction Report

Form 4
Period: 2026-01-20
Yao Gerald
Director
Transactions
  • Tax Payment

    Class A Common Stock

    [F1][F2]
    2026-01-20$1.57/sh353$55437,769 total(indirect: By Trust)
Holdings
  • Class A Common Stock

    333
Footnotes (2)
  • [F1]Represents shares of the Issuer's Class A Common Stock withheld to satisfy the Reporting Person's tax obligation upon the vesting of 893 restricted stock units.
  • [F2]The Reporting Person is Trustee of this Trust.
Signature
/s/ Todd Aman, Attorney-in-Fact|2026-01-22

Documents

1 file
  • 4
    ownership.xmlPrimary

    4