Keith Nilsson Receives 1,479 Class A Shares; NOTE Reports 1-for-12 Reverse Split

Rhea-AI Filing Summary

FiscalNote Holdings, Inc. (NOTE) Form 4 shows that director Keith Nilsson received 1,479 shares of Class A common stock on 09/03/2025 as director compensation in lieu of a quarterly cash retainer, recorded at a price of $0 per share. Following that transaction the reporting person directly beneficially owned 87,289 shares of Class A common stock. The filing discloses additional indirect interests held by entities named Xplorer Capital Fund III L.P., XC FiscalNote-B, LLC, Xplorer Capital Fund III GP, LLC, XC FiscalNote-C, LLC and XC Continuation Fund I, LLC. The form also notes a 1-for-12 reverse stock split effected by the issuer on August 29, 2025, which proportionately adjusted the reported share amounts.

Positive

• Director equity compensation granted of 1,479 Class A shares in lieu of a quarterly cash retainer, disclosed on 09/03/2025
• Clear disclosure of indirect ownership via Xplorer Capital Fund III L.P., XC FiscalNote-B, LLC, Xplorer Capital Fund III GP, LLC, XC FiscalNote-C, LLC and XC Continuation Fund I, LLC

Negative

• Shares granted at $0 price according to the Form 4 entry
• Issuer executed a 1-for-12 reverse split on August 29, 2025, which required proportionate adjustments to reported holdings

Insights

Corporate Governance Expert

TL;DR Director received equity in lieu of cash and reports multiple indirect holdings; a reverse split adjusted reported share counts.

The filing documents a routine director equity grant of 1,479 Class A shares issued as compensation in lieu of a quarterly cash retainer and recorded at a $0 price. The reporting person is disclosed as having indirect voting and dispositive power through several investment and manager entities, which is appropriately reported. The August 29, 2025 1-for-12 reverse split is explicitly disclosed and resulted in proportionate adjustments to reported holdings. From a governance perspective the disclosure is clear and follows Section 16 reporting conventions.

Securities Analyst

TL;DR Insider received a small stock award; direct and indirect ownership positions are disclosed; no derivative transactions reported.

The report contains a non-derivative award of 1,479 Class A shares on 09/03/2025 and shows no derivative securities in Table II. The reporting person directly owns 87,289 shares post-transaction and holds additional indirect interests through named funds and manager entities. The award was granted at $0 per share, and the filing includes an explanatory remark about the 1-for-12 reverse split effective August 29, 2025. There are no amendments or other material transaction types shown.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Nilsson Keith

(Last) (First) (Middle)

C/O FISCALNOTE HOLDINGS, INC.

1201 PENNSYLVANIA AVE NW, 6TH FL

(Street)

WASHINGTON DC 20004

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FiscalNote Holdings, Inc. [ NOTE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/03/2025		A		1,479(1)	A	$0	87,289	D
Class A Common Stock								176,929	I	Xplorer Capital Fund III L.P.(2)
Class A Common Stock								187,500	I	XC FiscalNote-B, LLC(3)
Class A Common Stock								25,132	I	Xplorer Capital Fund III GP, LLC(3)
Class A Common Stock								26,548	I	XC FiscalNote-C, LLC(3)
Class A Common Stock								396,065	I	XC Continuation Fund I, LLC(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. 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.

2. The reporting person is managing partner of the beneficial owner of these shares and may be deemed to have voting and dispositive power over the shares held by the beneficial owner.

3. The reporting person is manager of the beneficial owner of these shares and may be deemed to have voting and dispositive power over the shares held by the beneficial owner.

Remarks:

On August 29, 2025, the Issuer effected a 1-for-12 reverse split of the Issuer's Class A Common Stock, resulting in proportionate adjustments to the number of shares of Class A Common Stock beneficially owned by the reporting person.

	/s/ Todd Aman, Attorney-in-Fact	09/05/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What shares did Keith Nilsson receive on the Form 4 for NOTE?

The Form 4 reports Keith Nilsson was granted 1,479 shares of Class A common stock on 09/03/2025 as director compensation.

What was the reported price for the shares granted to Keith Nilsson?

The shares are reported at a $0 price on the Form 4.

How many Class A shares does the reporting person directly own after the transaction?

The filing shows the reporting person directly beneficially owned 87,289 shares of Class A common stock following the transaction.

Did the Form 4 disclose any indirect ownership interests?

Yes. The reporting person has indirect interests through Xplorer Capital Fund III L.P., XC FiscalNote-B, LLC, Xplorer Capital Fund III GP, LLC, XC FiscalNote-C, LLC, and XC Continuation Fund I, LLC.

Was there a reverse stock split disclosed in the Form 4 for NOTE?

Yes. The filing states the issuer effected a 1-for-12 reverse split on August 29, 2025, which adjusted the reported share amounts proportionately.