Yao Gerald 4

What Happened
Gerald Yao, a director of FiscalNote Holdings, had 42 shares of Class A common stock withheld (disposed) to satisfy tax obligations related to the vesting of restricted stock units. The shares were valued at $1.22 each, for a total withholding value of $51. This was a tax-withholding disposal rather than an open-market sale or a purchase.

Key Details

• Transaction date: 2026-02-09; Filing date (Form 4): 2026-02-11 (appears timely).
• Transaction type/code: F — shares withheld for tax obligations upon RSU vesting.
• Shares withheld: 42 shares at $1.22 per share; total value ≈ $51.
• Footnotes: F1 states the 42 shares were withheld to satisfy taxes on the vesting of 105 restricted stock units; F2 notes the reporting person is trustee of the referenced trust.
• Shares owned after transaction: Not specified in the provided excerpt of the filing.

Context
This was a routine tax-withholding action tied to RSU vesting (a common administrative disposition). Such withholdings reduce the insider’s outstanding shares but are not the same as a market sale intended to realize gains; they generally do not signal a change in insider sentiment.