Form 4: FiscalNote Director Keith Nilsson Receives Significant Equity Grant, Boosting Stakeholder Alignment

FiscalNote Holdings, Inc. Director Keith Nilsson was granted 280,854 restricted stock units (RSUs) on May 28, 2025, aligning his interests further with shareholders.

Summary

• Keith Nilsson, a Director of FiscalNote Holdings, Inc. (NOTE), acquired 280,854 shares of Class A Common Stock through a restricted stock unit (RSU) grant.
• The transaction occurred on May 28, 2025, with a reported price of $0 per share, indicating an equity grant.
• These RSUs represent a contingent right to receive one share of Class A Common Stock and are scheduled to vest on the date of the Issuer's 2026 annual meeting of stockholders.
• Following this transaction, Mr. Nilsson directly beneficially owns 1,014,701 shares of Class A Common Stock.
• Additionally, Mr. Nilsson indirectly beneficially owns a substantial number of shares through various entities where he serves as managing partner or manager, including 2,123,156 shares via Xplorer Capital Fund III L.P., 2,250,000 shares via XC FiscalNote-B, LLC, 301,585 shares via Xplorer Capital Fund III GP, LLC, 318,584 shares via XC FiscalNote-C, LLC, and 4,752,782 shares via XC Continuation Fund I, LLC.
• In total, Keith Nilsson's direct and indirect beneficial ownership of Class A Common Stock amounts to 10,711,808 shares after this reported transaction.

Sentiment

Score: 7

Explanation: The sentiment is positive as the equity grant to a director strengthens alignment between management and shareholders, indicating confidence and commitment. This is a standard, positive corporate governance practice.

Positives

• The grant of restricted stock units to a director aligns management's long-term interests with those of the shareholders, as the value of the grant is tied to the company's stock performance.
• The acquisition of additional equity by a director demonstrates continued commitment and confidence in the company's future prospects.

Future Outlook

The granted restricted stock units are set to vest on the date of FiscalNote's 2026 annual meeting of stockholders, indicating a future increase in the director's direct shareholdings contingent on continued service.

Industry Context

This Form 4 filing is a standard disclosure for insider transactions, reflecting a common practice of granting equity compensation to directors to incentivize long-term performance and align their interests with shareholders. Such grants are a routine part of executive and board compensation packages across various industries.

Stakeholder Impact

• Shareholders: The equity grant to a director is generally positive for shareholders as it aligns the director's financial interests with the company's long-term stock performance, potentially leading to more shareholder-friendly decisions.

Next Steps

• The restricted stock units are expected to vest on the date of the Issuer's 2026 annual meeting of stockholders, at which point they will convert into Class A Common Stock.

Key Dates

Recommendation

Keywords

FiscalNote Holdings, NOTE, SEC Form 4, Insider Transaction, Restricted Stock Units, RSU Grant, Beneficial Ownership, Director Compensation, Equity Compensation