Form 4: FiscalNote Director Michael Callahan Granted Over 280,000 Restricted Stock Units

FiscalNote Holdings, Inc. Director Michael John Callahan was granted 280,854 shares of Class A Common Stock in the form of Restricted Stock Units (RSUs) on May 28, 2025, increasing his direct beneficial ownership to 555,169 shares.

Summary

• Michael John Callahan, a Director of FiscalNote Holdings, Inc. (NOTE), acquired 280,854 shares of Class A Common Stock.
• The acquisition occurred on May 28, 2025, and was in the form of Restricted Stock Units (RSUs) at a price of $0 per unit.
• Each RSU represents a contingent right to receive one share of Class A Common Stock.
• These RSUs are scheduled to vest on the date of FiscalNote's 2026 annual meeting of stockholders.
• Following this transaction, Mr. Callahan's direct beneficial ownership of Class A Common Stock increased to 555,169 shares.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive as a director's acquisition of a significant equity stake, even through a grant, generally signals confidence and aligns management interests with shareholders. However, it's a routine compensation event rather than a major operational or financial announcement.

Positives

• The grant of 280,854 Restricted Stock Units to Director Michael John Callahan aligns his interests with those of shareholders, as the value of these units is tied to the company's stock performance.
• The increase in a director's beneficial ownership demonstrates continued commitment and confidence in the company's future.

Risks

• The value of the granted Restricted Stock Units is contingent on the company's stock performance and the RSUs will only convert to shares upon vesting, which is scheduled for the 2026 annual meeting of stockholders.

Future Outlook

The granted Restricted Stock Units are set to vest on the date of the Issuer's 2026 annual meeting of stockholders, indicating a future conversion of these contingent rights into Class A Common Stock.

Industry Context

The grant of Restricted Stock Units (RSUs) to directors is a common practice in the technology and information services industry, serving as a form of equity compensation to attract, retain, and incentivize key personnel by aligning their long-term interests with shareholder value creation.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a component of director compensation is a standard practice across many publicly traded companies, including those in the software and data analytics sectors like Palantir Technologies (PLTR) or Verisk Analytics (VRSK), which frequently utilize equity grants to incentivize leadership.
• The vesting schedule tied to a future annual meeting is also a common mechanism to ensure long-term commitment and performance alignment, similar to equity compensation structures observed at companies such as Salesforce (CRM) or Adobe (ADBE).

Corporate Governance

Related Party Transactions

• The grant of Restricted Stock Units to Michael John Callahan, a director of FiscalNote Holdings, Inc., constitutes a related party transaction as it involves the company and a member of its board of directors. This is a standard form of compensation.

Stakeholder Impact

• Shareholders: The grant of RSUs to a director aligns their interests with shareholders, as the director's compensation value is tied to the company's stock performance.
• Employees: While not directly impacting all employees, such grants are part of a broader compensation philosophy that can influence overall employee morale and retention strategies.

Next Steps

• The 280,854 Restricted Stock Units granted to Michael John Callahan are expected to vest on the date of FiscalNote's 2026 annual meeting of stockholders, at which point they will convert into Class A Common Stock.

Key Dates

Keywords

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