Form 4: FiscalNote CSO and Director Gerald Yao Reports Future RSU Grant and Share Disposition

FiscalNote Holdings, Inc. Chief Strategy Officer and Director Gerald Yao filed a Form 4 detailing a future grant of 280,854 restricted stock units and a disposition of 4,000 shares of Class A Common Stock.

Summary

• Gerald Yao, Chief Strategy Officer (CSO) and Director of FiscalNote Holdings, Inc. (NOTE), filed a Form 4 with the SEC.
• The filing reports planned transactions set for May 28, 2025, indicating they are likely pursuant to a Rule 10b5-1 trading plan, as noted by the checked box on the form.
• Mr. Yao is scheduled to acquire 280,854 shares of Class A Common Stock in the form of restricted stock units (RSUs) at a price of $0.
• These RSUs represent a contingent right to receive one share of Class A Common Stock per unit and are set to vest on the date of the Issuer's 2026 annual meeting of stockholders.
• Additionally, Mr. Yao is reported to dispose of 4,000 shares of Class A Common Stock.
• Following these reported transactions, Mr. Yao's indirect beneficial ownership will be 475,944 shares, held through the Gerald Yao Revocable Trust Dated January 10, 2019.

Sentiment

Score: 5

Explanation: The document reports a routine insider transaction. The grant of RSUs is a positive for aligning management interests with shareholders, while the small disposition is a minor, common event. Overall, it's a neutral, standard compensation-related filing.

Positives

• The grant of 280,854 restricted stock units (RSUs) to a key executive (CSO and Director) aligns management's long-term interests with shareholder value, as the vesting is tied to future performance and continued service.
• The RSUs are scheduled to vest in 2026, indicating a long-term incentive structure for executive retention and performance.

Negatives

• The disposition of 4,000 shares of Class A Common Stock by a key executive, while a relatively small amount compared to the RSU grant, represents a reduction in direct ownership.

Risks

• The value of the 280,854 restricted stock units (RSUs) is contingent on the future price of FiscalNote Holdings, Inc. Class A Common Stock, as each RSU represents a right to receive one share.

Future Outlook

The grant of restricted stock units (RSUs) to Gerald Yao, vesting in 2026, indicates a future incentive for long-term performance and continued alignment of management with the company's strategic goals.

Industry Context

This Form 4 filing is a routine disclosure of an insider's securities transactions and does not provide broader industry context or trends. It reflects standard executive compensation practices within publicly traded companies.

Related Party Transactions

• The indirect beneficial ownership of 475,944 shares is held through the Gerald Yao Revocable Trust Dated January 10, 2019, for which the reporting person, Gerald Yao, is the Trustee.

Stakeholder Impact

• Shareholders: The grant of restricted stock units (RSUs) to a key executive aligns management's long-term interests with shareholder value, as the value of these units is tied to the company's stock performance.
• Shareholders: The disposition of 4,000 shares by a key executive, while small, represents a reduction in their direct ownership.

Next Steps

• Vesting of 280,854 restricted stock units (RSUs) on the date of FiscalNote Holdings, Inc.'s 2026 annual meeting of stockholders.

Key Dates

Keywords

FiscalNote Holdings, NOTE, SEC Form 4, insider transaction, beneficial ownership, restricted stock units, RSU, Gerald Yao, executive compensation, Rule 10b5-1