Form 4: FiscalNote Director and 10% Owner Tim Hwang Reports Significant RSU Grant and Share Disposition

FiscalNote Holdings, Inc. Director and 10% owner Tim Hwang reported the acquisition of 280,854 restricted stock units (RSUs) and the disposition of 49,318 Class A Common Stock shares on May 28, 2025.

Summary

• Tim Hwang, a Director and 10% owner of FiscalNote Holdings, Inc. (NOTE), reported transactions on May 28, 2025.
• He acquired 280,854 Class A Common Stock shares 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 each and are set to vest on the date of the Issuer's 2026 annual meeting of stockholders.
• Concurrently, Mr. Hwang disposed of 49,318 shares of Class A Common Stock.
• Following these transactions, Mr. Hwang beneficially owns 2,834,760 shares indirectly through the Timothy T. Hwang Revocable Trust.

Sentiment

Score: 7

Explanation: The acquisition of a significant number of Restricted Stock Units by a key insider (Director and 10% owner) is generally a positive signal, indicating confidence in the company's future. The disposition is likely for tax purposes and does not detract significantly from the overall positive sentiment of the RSU grant.

Positives

• Acquisition of 280,854 Restricted Stock Units (RSUs) by a Director and 10% owner, Tim Hwang, indicates continued alignment of management interests with shareholder value.
• The RSUs are scheduled to vest on the date of the Issuer's 2026 annual meeting of stockholders, suggesting a long-term commitment from a key insider.

Negatives

• Disposition of 49,318 Class A Common Stock shares by Tim Hwang, though likely related to tax withholding for RSU vesting, represents a reduction in direct shareholding.

Future Outlook

The acquired Restricted Stock Units (RSUs) are scheduled to vest on the date of FiscalNote's 2026 annual meeting of stockholders, indicating a future equity grant realization for the reporting person.

Industry Context

Insider transactions, such as RSU grants and related share dispositions, are common practices in the technology and data analytics industry for executive compensation and retention, aligning management incentives with long-term company performance.

Comparison to Industry Standards

• This Form 4 details a standard equity compensation event (RSU grant) and a likely tax-related disposition, which are common mechanisms for executive compensation across publicly traded companies, including those in the SaaS and data intelligence sectors like Bloomberg Government, Quorum, or LexisNexis.
• The grant of RSUs at a $0 price is typical for such awards, and the vesting schedule aligns with common multi-year retention strategies.

Related Party Transactions

• The beneficial ownership of 2,834,760 shares is indirect, held by Timothy T. Hwang, as Trustee of the Timothy T. Hwang Revocable Trust, originally dated January 10, 2019. The reporting person is the trustee of this trust, making it a related party transaction in terms of beneficial ownership structure.

Stakeholder Impact

• Shareholders: The RSU grant to a director and 10% owner aligns management's long-term interests with shareholder value, potentially fostering confidence.
• Employees: No direct impact mentioned, but executive compensation practices can influence overall company culture and morale.

Next Steps

• Vesting of 280,854 Restricted Stock Units (RSUs) on the date of FiscalNote's 2026 annual meeting of stockholders.

Key Dates

Recommendation

Keywords

FiscalNote Holdings, NOTE, SEC Form 4, Insider Trading, Restricted Stock Units, RSU, Director, 10% Owner, Tim Hwang, Equity Compensation, Corporate Governance