Hwang Tim 4

What Happened
Timothy T. Hwang, a 10% owner of FiscalNote Holdings, sold a total of 4,090 shares of the company's Class A common stock in two open-market sell transactions on February 2, 2026. The shares were sold at $1.20 per share for reported proceeds of $3,693 and $1,208 (total $4,901). These sales were sell-to-cover transactions used to satisfy tax withholding upon the vesting of restricted stock units (RSUs).

Key Details

• Transaction dates and prices: Feb 2, 2026 — 3,082 shares @ $1.20 (proceeds $3,693); Feb 2, 2026 — 1,008 shares @ $1.20 (proceeds $1,208).
• Total shares sold: 4,090; total reported proceeds: $4,901.
• Shares owned after transaction: Not specified in the provided filing excerpt.
• Notable footnotes: Sales were sell-to-cover for tax withholding on the vesting of 7,486 RSUs (F1) and 2,447 RSUs (F3) under a Rule 10b5-1 trading plan adopted May 16, 2025. Beneficial ownership is held by Timothy T. Hwang as Trustee of the Timothy T. Hwang Revocable Trust (F2).
• Filing timeliness: Form 4 filed Feb 4, 2026 for Feb 2 transactions — reported within the typical two-business-day window.

Context
These were routine sell-to-cover transactions tied to RSU vesting and executed under a pre-established Rule 10b5-1 plan, which typically indicate tax-related selling rather than discretionary market-timing by the insider. As a 10% owner, Hwang is a significant shareholder; the small dollar amounts involved here are solely to satisfy tax obligations from RSU vesting.