Form 4: FiscalNote Director Keith Nilsson Receives Stock Compensation
Insider Transaction Report
FiscalNote Holdings Director Keith Nilsson received 1,479 shares of Class A Common Stock as compensation for his non-management director service.
Summary
- Keith Nilsson, a Director of FiscalNote Holdings, Inc. (NOTE), acquired 1,479 shares of Class A Common Stock on September 3, 2025.
- These shares were granted as compensation for his service as a non-management director, in lieu of a quarterly cash retainer, with an acquisition price of $0 per share.
- Following this transaction, Mr. Nilsson directly beneficially owns 87,289 shares of Class A Common Stock.
- He also indirectly beneficially owns a total of 812,174 shares through various entities including Xplorer Capital Fund III L.P. (176,929 shares), XC FiscalNote-B, LLC (187,500 shares), Xplorer Capital Fund III GP, LLC (25,132 shares), XC FiscalNote-C, LLC (26,548 shares), and XC Continuation Fund I, LLC (396,065 shares), where he serves as a managing partner or manager.
- A 1-for-12 reverse stock split of FiscalNote's Class A Common Stock was effected on August 29, 2025, which resulted in proportionate adjustments to the number of shares beneficially owned by Mr. Nilsson.
Sentiment
Score: 6
Explanation: The filing indicates a routine equity grant to a director as compensation, which is generally viewed positively as it aligns management/director interests with shareholders. The reverse stock split is a separate corporate action noted for context.
Positives
- Director Keith Nilsson received equity compensation, aligning his financial interests with those of long-term shareholders.
Negatives
- NA
Risks
- NA
Future Outlook
NA
Management Comments
- Shares of Class A Common Stock were granted to the reporting person as compensation for service as a non-management director of the Issuer in lieu of a quarterly cash retainer.
Industry Context
NA
Comparison to Industry Standards
- NA
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Director Compensation Policy | Non-management director Keith Nilsson received Class A Common Stock as compensation in lieu of a quarterly cash retainer. | 09/03/2025 | Aligns director's financial interests with long-term shareholder value. |
Legal Proceedings
- NA
Related Party Transactions
- Keith Nilsson, a director, received shares as compensation from the issuer.
- Mr. Nilsson has indirect beneficial ownership through Xplorer Capital Fund III L.P., XC FiscalNote-B, LLC, Xplorer Capital Fund III GP, LLC, XC FiscalNote-C, LLC, and XC Continuation Fund I, LLC, where he serves as a managing partner or manager.
Stakeholder Impact
- Shareholders: Increased alignment of director's interests with shareholder value through equity compensation.
- Management: The decision to compensate directors with stock instead of cash impacts cash flow and equity structure.
Next Steps
- NA
Key Dates
| Date | Description |
|---|---|
| 08/29/2025 | Issuer effected a 1-for-12 reverse split of Class A Common Stock. |
| 09/03/2025 | Date of transaction where Keith Nilsson acquired Class A Common Stock as compensation. |
| 09/05/2025 | Signature date of the Form 4 filing. |
Keywords
FiscalNote, NOTE, Keith Nilsson, Director Compensation, Insider Transaction, Equity Grant, Reverse Stock Split, Form 4
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