Form 4: FiscalNote Director Manoj Jain Receives Stock Compensation

FiscalNote Holdings, Inc. director and 10% owner Manoj Jain was granted 3,424 shares of Class A Common Stock as compensation for his non-management director service.

Summary

• Manoj Jain, a director and 10% owner of FiscalNote Holdings, Inc., received a grant of 3,424 shares of Class A Common Stock.
• These shares were granted as compensation for his service as a non-management director, in lieu of a quarterly cash retainer.
• The transaction date for this grant was December 1, 2025.
• Following this transaction, Manoj Jain directly beneficially owns 51,281 shares of Class A Common Stock.
• He also indirectly beneficially owns 50,520 shares through Maso Capital Offshore Limited and 2,358,955 shares through Maso Capital Partners Limited.
• Manoj Jain, along with Sohit Khurana and Allan Finnerty, controls Maso Capital Offshore Limited.
• Manoj Jain and Sohit Khurana control Maso Capital Partners Limited.
• He disclaims beneficial ownership of the indirectly held shares beyond his pecuniary interest.

Sentiment

Score: 6

Explanation: The grant of shares to a director as compensation is a standard corporate governance practice, aligning the director's interests with shareholders. While it involves minor dilution, it's a routine event and generally viewed as a neutral to slightly positive signal for corporate alignment.

Positives

• The grant of shares to Director Manoj Jain aligns his interests with those of shareholders.
• Using stock compensation instead of a cash retainer can help conserve the company's cash reserves.

Negatives

• The issuance of new shares, even for compensation, can lead to minor dilution for existing shareholders.

Industry Context

This is a routine insider transaction for director compensation, common across industries for publicly traded companies to align director interests with shareholders. It does not provide specific insights into broader industry trends for the legal tech or government affairs software sector where FiscalNote operates.

Comparison to Industry Standards

• Director compensation in the form of equity grants is a standard practice across public companies, including those in the technology and information services sectors.
• This practice is generally viewed as a good governance mechanism to align director incentives with long-term shareholder value. Specific comparable companies or projects are not detailed in this filing, as it focuses solely on an individual's compensation.

Corporate Governance

Related Party Transactions

• The transaction involves a grant of shares to Manoj Jain, a director and 10% owner, which is a related party transaction.
• Manoj Jain also has indirect beneficial ownership through Maso Capital Offshore Limited and Maso Capital Partners Limited, entities he controls or co-controls, which are related parties.

Stakeholder Impact

• Shareholders: Minor dilution from the issuance of new shares, but improved alignment of director interests with long-term shareholder value.
• Management: No direct impact on day-to-day management operations.
• Employees: No direct impact on employees.

Key Dates

Recommendation

This Form 4 filing details a routine compensation grant to a director. While it shows alignment of interests, the transaction size (3,424 shares) is too small to significantly impact the company's valuation or warrant a change in investment recommendation based solely on this filing. It's an expected part of corporate governance.

Keywords

FiscalNote Holdings, NOTE, Manoj Jain, SEC Form 4, Insider Transaction, Stock Grant, Director Compensation, Beneficial Ownership, Class A Common Stock