Form 4: FiscalNote Director Key Compton Boosts Stake with Significant Stock Acquisition

FiscalNote Holdings, Inc. Director Key Compton has increased his beneficial ownership in the company through the acquisition of 280,854 shares of Class A Common Stock.

Summary

• Key Compton, a Director of FiscalNote Holdings, Inc. (NOTE), acquired 280,854 shares of Class A Common Stock on May 28, 2025.
• The acquisition was reported at a price of $0, indicating it was likely a grant or vesting of restricted stock units (RSUs).
• Following this transaction, Key Compton directly beneficially owns 555,169 shares of Class A Common Stock.
• Additionally, Mr. Compton has indirect beneficial ownership of 1,466 shares through Urgent Capital LLC and 214,897 shares through Global Public Offering Master Fund, L.P., entities for which he is deemed to have voting and dispositive power.
• The acquired restricted stock units (RSUs) are contingent rights 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.

Sentiment

Score: 7

Explanation: The sentiment is generally positive as a director increasing their stake, even through RSU vesting, aligns their interests with shareholders and can be seen as a vote of confidence in the company's future.

Positives

• The acquisition of 280,854 shares by a director increases insider ownership, which can signal confidence in the company's future prospects and better align management interests with shareholders.
• The vesting of RSUs indicates a long-term incentive structure for the director, promoting sustained engagement and performance.

Future Outlook

The document indicates that the acquired restricted stock units (RSUs) are contingent rights to receive shares and will vest on the date of the Issuer's 2026 annual meeting of stockholders, suggesting a future milestone for the director's equity compensation.

Industry Context

This Form 4 filing is a standard disclosure of an insider transaction, common across all industries for publicly traded companies. It reflects a director's equity compensation and ownership stake, which is a routine aspect of corporate governance and executive incentives.

Related Party Transactions

• Key Compton's indirect beneficial ownership through Urgent Capital LLC and Global Public Offering Master Fund, L.P. is noted, with Mr. Compton being a managing director of Urgent International Inc., which owns and operates these entities and acts as investment advisor for GPO Master Fund.

Stakeholder Impact

• Shareholders: Increased director ownership can be viewed positively as it aligns the director's financial interests with those of the shareholders, potentially leading to decisions that enhance shareholder value.

Next Steps

• The acquired restricted stock units (RSUs) are scheduled to vest on the date of FiscalNote's 2026 annual meeting of stockholders.

Key Dates

Keywords

FiscalNote Holdings, NOTE, Key Compton, Insider Trading, SEC Form 4, Stock Acquisition, Restricted Stock Units, Director Ownership, Corporate Governance