Form 4: FiscalNote Insider Manoj Jain Reports RSU Grant and Clarifies Significant Beneficial Ownership

FiscalNote Holdings, Inc. Director and 10% Owner Manoj Jain, along with Sohit Khurana, filed a Form 4 to report the acquisition of restricted stock units and clarify the beneficial ownership of significant Class A Common Stock holdings through Maso Capital entities.

Summary

• Manoj Jain, a Director and 10% Owner of FiscalNote Holdings, Inc., reported the acquisition of 280,854 Class A Common Stock shares in the form of Restricted Stock Units (RSUs) on May 28, 2025.
• These RSUs were granted at a price of $0 and represent a contingent right to receive one share of Class A Common Stock, vesting on the date of the Issuer's 2026 annual meeting of stockholders.
• The filing also clarified the beneficial ownership of 606,250 Class A Common Stock shares held indirectly by Maso Capital Offshore Limited and 28,307,481 Class A Common Stock shares held indirectly by Maso Capital Partners Limited.
• This Form 4 corrects prior presentations to reflect Maso Capital Offshore Limited and Maso Capital Partners Limited having sole voting and investment power over these shares, with no actual reallocation or change in the number of shares held of record.
• Manoj Jain and Sohit Khurana are noted as beneficially owning and controlling Maso Capital Offshore Limited and Maso Capital Partners Limited, respectively, and may be deemed to have beneficial ownership over these shares, disclaiming ownership beyond pecuniary interest.

Sentiment

Score: 6

Explanation: The filing is largely neutral, reporting a routine RSU grant and a clarification of beneficial ownership. The RSU grant is a positive for aligning insider interests, and the clarification enhances transparency, leading to a slightly positive sentiment.

Positives

• Grant of 280,854 Restricted Stock Units (RSUs) to Director and 10% Owner Manoj Jain aligns insider interests with long-term company performance.
• The filing provides enhanced transparency by clarifying the beneficial ownership structure of significant Class A Common Stock holdings through Maso Capital entities.
• The correction of prior presentations ensures accurate and compliant reporting of insider holdings.

Negatives

• The need for a correction in prior beneficial ownership presentations suggests previous reporting may have lacked clarity, though this filing addresses it.

Future Outlook

The Restricted Stock Units granted to Manoj Jain are scheduled to vest on the date of FiscalNote's 2026 annual meeting of stockholders, indicating a future compensation event tied to continued service.

Management Comments

• "Each restricted stock unit ('RSU') represents a contingent right to receive one share of Class A Common Stock. The RSUs will vest on the date of the Issuer's 2026 annual meeting of stockholders."
• "This Form 4 corrects the prior presentation for the Duddell Shares because Maso is deemed to be the beneficial owner of the Duddell Shares in light of its sole voting and investment power over such shares as the manager of Duddell. This Form 4 also corrects the prior presentation for the MCPL Shares because Maso Capital Partners Limited ('MCPL') has sole voting and investment power pursuant to investment management agreements with each of MCIL, BPL and SVPL. There was no reallocation or change in the number of shares held of record as reported in previous Form 4s."
• "Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly."

Industry Context

Form 4 filings are routine disclosures in the U.S. financial markets, mandated by the SEC for insiders to report changes in their beneficial ownership of company securities. This filing reflects standard compensation practices (RSU grants) and ongoing efforts to ensure transparent and accurate reporting of significant shareholder interests, particularly for large institutional or affiliated holders like Maso Capital.

Comparison to Industry Standards

• The grant of Restricted Stock Units (RSUs) to a director and significant shareholder is a common form of equity compensation, aligning with typical industry practices for incentivizing long-term commitment and performance.
• The clarification of beneficial ownership through investment management agreements (e.g., Maso Capital Partners Limited's control over shares held by MCIL, BPL, and SVPL) is standard practice for large institutional investors to ensure compliance with Section 16 reporting requirements. No specific comparable companies or projects are mentioned in the document to allow for a direct comparison of results.

Corporate Governance

Related Party Transactions

• The indirect beneficial ownership of FiscalNote shares by Manoj Jain and Sohit Khurana through entities they control (Maso Capital Offshore Limited and Maso Capital Partners Limited) represents a related party relationship. This filing clarifies the reporting of these existing holdings rather than detailing a new transaction between related parties.

Stakeholder Impact

• Shareholders: Increased transparency regarding the beneficial ownership of significant shareholdings by key insiders and affiliated entities. The RSU grant aligns the interests of a director/10% owner with long-term shareholder value.
• Regulatory Authorities: The filing demonstrates compliance with SEC reporting requirements for insider transactions and beneficial ownership.

Next Steps

• The Restricted Stock Units granted to Manoj Jain are expected to vest on the date of FiscalNote's 2026 annual meeting of stockholders.

Key Dates

Keywords

FiscalNote Holdings Inc., NOTE, Form 4, SEC filing, beneficial ownership, insider transaction, restricted stock units, RSU, Manoj Jain, Sohit Khurana, Maso Capital, corporate governance, equity compensation