Form 4: FiscalNote Director Anna Sedgley Granted Over 280,000 Restricted Stock Units

FiscalNote Holdings, Inc. Director Anna Sedgley was granted 280,854 restricted stock units (RSUs) on May 28, 2025, increasing her beneficial ownership to 591,432 shares.

Summary

• Anna Sedgley, a Director of FiscalNote Holdings, Inc. (NOTE), acquired 280,854 shares of Class A Common Stock in the form of Restricted Stock Units (RSUs).
• The transaction occurred on May 28, 2025, with an acquisition price of $0 per share, indicating a grant rather than a purchase.
• Following this transaction, Ms. Sedgley's total beneficial ownership of Class A Common Stock stands at 591,432 shares.
• Each RSU represents a contingent right to receive one share of Class A Common Stock.
• These RSUs are scheduled to vest on the date of FiscalNote's 2026 annual meeting of stockholders.

Sentiment

Score: 7

Explanation: The grant of RSUs to a director is generally a positive sign as it aligns their interests with shareholders and is a common compensation practice. However, it also implies future dilution upon vesting.

Positives

• The grant of restricted stock units to a director aligns management and director interests with long-term shareholder value.
• Increased beneficial ownership by a director can signal confidence in the company's future prospects.

Negatives

• The grant of RSUs at a $0 price represents potential future dilution for existing shareholders upon vesting, although it is a common form of executive and director compensation.

Risks

• Future dilution from the vesting of these restricted stock units.
• The value of the RSUs is tied to the future stock price of FiscalNote, exposing the recipient to market risk.

Future Outlook

The vesting of the granted Restricted Stock Units is contingent upon the Issuer's 2026 annual meeting of stockholders, indicating a long-term incentive structure for the director.

Industry Context

The grant of restricted stock units is a common practice in the technology and information services industry, including companies like FiscalNote, to incentivize and retain key directors and executives by aligning their interests with long-term company performance and shareholder value.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a form of director compensation is a standard practice across many publicly traded companies, particularly in the technology and data analytics sectors, similar to companies such as Palantir Technologies (PLTR) or Verisk Analytics (VRSK), which frequently utilize equity grants to incentivize leadership.
• The $0 acquisition price for RSUs is typical for equity grants, reflecting compensation rather than a direct purchase, a method widely adopted by companies to conserve cash while providing performance-linked incentives.

Stakeholder Impact

• Shareholders: Potential future dilution upon vesting of the RSUs, but also increased alignment of director's interests with long-term stock performance.
• Employees: No direct impact mentioned, but reflects standard compensation practices for leadership.

Next Steps

• The 280,854 Restricted Stock Units are expected to vest on the date of FiscalNote's 2026 annual meeting of stockholders.

Key Dates

Recommendation

Keywords

FiscalNote Holdings, NOTE, Anna Sedgley, Form 4, SEC Filing, Restricted Stock Units, RSU, Director Compensation, Equity Grant, Beneficial Ownership