Form 4: FiscalNote Director Keith Nilsson Receives Stock Compensation

FiscalNote Holdings, Inc. director Keith Nilsson was granted 3,424 shares of Class A Common Stock as compensation for his service.

Summary

• Keith Nilsson, a director at FiscalNote Holdings, Inc., acquired 3,424 shares of Class A Common Stock on December 1, 2025.
• The acquisition was a grant, not a purchase, with a transaction price of $0, provided as compensation for his role as a non-management director in lieu of a quarterly cash retainer.
• Following this transaction, Nilsson directly owns 90,713 shares of Class A Common Stock.
• Nilsson also indirectly controls 176,929 shares through Xplorer Capital Fund III L.P., 187,500 shares through XC FiscalNote-B, LLC, 25,132 shares through Xplorer Capital Fund III GP, LLC, 26,548 shares through XC FiscalNote-C, LLC, and 396,065 shares through XC Continuation Fund I, LLC, where he serves as a managing partner or manager.

Sentiment

Score: 6

Explanation: A director receiving equity compensation is generally a neutral to slightly positive event, aligning interests. No significant positive or negative financial implications are immediately apparent from this routine filing.

Positives

• Director Keith Nilsson received 3,424 shares of Class A Common Stock as compensation, further aligning his interests with those of shareholders.
• The grant of shares in lieu of a cash retainer demonstrates a commitment to equity-based compensation for non-management directors.

Future Outlook

NA

Management Comments

• These shares of Class A Common Stock were granted to the reporting person as compensation for the reporting person's service as a non-management director of the Issuer in lieu of a quarterly cash retainer.

Industry Context

NA

Corporate Governance

Related Party Transactions

• Keith Nilsson, as managing partner of Xplorer Capital Fund III L.P., may be deemed to have voting and dispositive power over 176,929 shares.
• Keith Nilsson, as manager of XC FiscalNote-B, LLC, Xplorer Capital Fund III GP, LLC, XC FiscalNote-C, LLC, and XC Continuation Fund I, LLC, may be deemed to have voting and dispositive power over 187,500, 25,132, 26,548, and 396,065 shares respectively.

Stakeholder Impact

• Shareholders: The director's interests are further aligned with shareholders through increased equity ownership.
• Management: This reflects a standard compensation practice for non-management directors.

Key Dates

Recommendation

This Form 4 filing reports a routine equity grant to a non-management director as compensation. While it aligns the director's interests with shareholders, it does not provide new material information that would warrant a change in investment recommendation. The transaction is expected and does not indicate significant operational or financial shifts for FiscalNote Holdings, Inc.

Keywords

FiscalNote Holdings, NOTE, Keith Nilsson, Insider Transaction, Form 4, Stock Grant, Director Compensation, Class A Common Stock, Equity Compensation