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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Class A Common Stock | 1,479 | $0.00 | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (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. 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. 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.
