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FactSet Insider: 505 Performance Share Units Granted to EVP Karnovsky (FDS)

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Kristina W. Karnovsky, EVP, Dealmakers & Wealth at FactSet (FDS), was awarded 505 Performance Share Units (PSUs) certified by the Compensation and Talent Committee on 09/15/2025. The PSUs convert 1-for-1 into common stock and carry a $0 price, resulting in 505 shares beneficially owned by the reporting person following the award. The PSUs are scheduled to vest on November 1, 2025, provided Karnovsky remains continuously employed through that date. The Form 4 was filed and signed by an attorney-in-fact on 09/17/2025, and the ownership is reported as direct.

Positive

  • 505 PSUs awarded and recorded as direct beneficial ownership, demonstrating management alignment with company performance
  • PSUs certified by the Compensation and Talent Committee, indicating formal governance review of performance outcomes
  • PSUs convert 1-for-1 into common stock, providing transparent dilution mechanics (505 shares upon conversion)

Negative

  • Vesting is contingent on continuous employment through November 1, 2025, so shares are not immediately transferable and may be forfeited if employment terminates

Insights

TL;DR: A routine, performance-based equity award of 505 PSUs that modestly increases insider ownership; not likely to move valuation materially.

The transaction reflects compensation tied to certified performance goals rather than open-market trading. 505 PSUs converting 1-for-1 to common stock represent a small, direct increase in insider-held shares relative to the company s outstanding float (not provided here). The $0 price indicates these are restricted/performance awards rather than purchased options. Because vesting is contingent on continued employment through November 1, 2025, the award primarily aligns management incentives with shareholder outcomes but does not represent immediate stock supply change.

TL;DR: Governance process appears standard: committee certification and time-based employment condition before vesting.

The Compensation and Talent Committee certified the performance result on 09/15/2025 and the Form 4 discloses customary vesting conditions requiring continuous employment. The use of PSUs is a common long-term incentive that aligns executive pay with performance metrics. No accelerated vesting, related-party transactions, or unusual terms are disclosed in the filing.

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
Estimated average burden
hours per response: 0.5
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*
Karnovsky Kristina W

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Dealmakers & Wealth
3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025
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
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
Performance Share Unit (1) 09/15/2025 A 505(2) (2) (2) Common Stock 505 $0 505 D
Explanation of Responses:
1. PSUs correspond 1-for-1 with Common Stock.
2. Represents Performance Share Units ("PSUs") earned by Reporting Person upon achievement of performance goals, as certified by the Compensation and Talent Committee on September 15, 2025. The PSUs are scheduled to vest on November 1, 2025, provided the Reporting Person remains continuously employed by the Issuer on that date.
Remarks:
/s/ WINNIFRED LEWIS, Attorney in Fact for Kristina W. Karnovsky 09/17/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Kristina W. Karnovsky acquire according to the Form 4 for FDS?

She was awarded 505 Performance Share Units (PSUs) certified on 09/15/2025 that convert 1-for-1 into common stock.

When will the PSUs vest and become common stock for FDS insiders?

The PSUs are scheduled to vest on November 1, 2025, provided the reporting person remains continuously employed with the issuer on that date.

What price was reported for the derivative award in the Form 4 for FDS?

The reported price is $0, indicating the PSUs are performance-based awards rather than purchased securities.

How many shares does Karnovsky beneficially own after the reported transaction?

505 shares (via PSUs) are reported as beneficially owned following the reported transaction.

Who filed and signed the Form 4 for Kristina Karnovsky?

The Form 4 was signed by an attorney-in-fact, Winnifred Lewis, and dated 09/17/2025.
Factset Resh Sys Inc

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