[Form 4] FACTSET RESEARCH SYSTEMS INC Insider Trading Activity

Rhea-AI Filing Summary

Sanoke Viswanathan, who is listed as Chief Executive Officer and a director of FactSet Research Systems Inc. (FDS), reported insider acquisitions on 09/22/2025. He acquired 58,332 shares of common stock (reported as restricted stock units) at a $0 price, bringing his direct beneficial ownership to 58,332 shares. He also received an award of 297,902 employee stock options with an exercise price of $295.63 per share. The options include performance and vesting conditions: they vest only if, during the performance period ending on the fifth anniversary of the grant date, the 30‑day trailing VWAP equals or exceeds 150% of the grant‑date 30‑day VWAP, and they are not exercisable prior to the third anniversary of the grant date. The restricted stock units vest 25% annually and fully vest after four years.

Insights

Corporate Governance Expert

TL;DR: CEO received sizable equity awards tying compensation to long‑term stock performance and tenure, aligning incentives with shareholders.

The reported grants combine time‑based restricted stock units and performance‑contingent options. The RSUs vest 25% annually and fully vest after four years, providing retention incentives. The options require a substantial 50% share‑price improvement (150% of grant VWAP over a multi‑year performance period) and include a minimum three‑year lock before exercise, indicating strong performance alignment and downside protection against near‑term option exercise. For governance oversight, key details are clear: number of shares/options, exercise price of $295.63, and explicit vesting/performance conditions. These terms are material to executive pay structure and dilution modelling for shareholders.

Compensation/Risk Analyst

TL;DR: The awards are sizable and highly conditional, reducing immediate dilution but creating potential long‑term dilution if performance targets are met.

The option grant of 297,902 shares at $295.63 could represent material future dilution if the performance hurdle is achieved; however, the hurdle (150% of grant VWAP) and the minimum three‑year hold reduce near‑term dilution risk. The RSU grant of 58,332 shares vests over four years, producing predictable, time‑based dilution. From a risk perspective, these instruments incentivize stock performance but also concentrate CEO pay in equity, which may increase pay‑for‑performance alignment while exposing the CEO to share‑price volatility.

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

OMB APPROVAL

OMB Number:			3235-0287
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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).

1. Name and Address of Reporting Person^*

Viswanathan Sanoke

(Last) (First) (Middle)

45 GLOVER AVENUE

(Street)

NORWALK CT 06850

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FACTSET RESEARCH SYSTEMS INC [ FDS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2025

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
Common Stock	09/22/2025		A		58,332	A	$0	58,332(1)	D

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
Employee Stock Option (right to buy)	$295.63	09/22/2025		A		297,902		(2)	09/22/2035	Common Stock	297,902	$0	297,902	D

Explanation of Responses:

1. Restricted stock units vest 25% annually on the anniversary date of the grant and are fully vested after four years.

2. Options vest if during the performance period ending on the fifth anniversary of the grant date the Issuer's common stock achieves a 30-day trailing volume-weighted average price ("VWAP") equal to or greater than 150% of the 30-day trailing VWAP ending on the grant date. The options will not be exercisable prior to the third anniversary of the grant date.

Remarks:

	/s/ WINNIFRED LEWIS, Attorney in Fact for Sanoke Viswanathan	09/24/2025
	** 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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