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Fair Isaac Corp (FICO) officer reports 714 market share units from 2025 performance vesting

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

Rhea-AI Filing Summary

Fair Isaac Corp officer reports vesting of performance-based stock units. A company officer serving as President, Software filed a Form 4 for Fair Isaac Corp (FICO) reporting the acquisition of 714 market share units on 12/03/2025. These derivative securities have a conversion price of $0.00 and are settled in Fair Isaac common stock.

The 714 units represent the earned portion of a performance award originally granted on December 9, 2023 for 1,184 target market share units. The award vests in three equal annual installments based on the company’s satisfaction of performance criteria for periods ending November 30, 2024, 2025 and 2026, and the 2025 criteria were met. Following this transaction, the officer beneficially owns 394 derivative securities directly.

Positive

  • None.

Negative

  • None.

Insights

Routine vesting of 714 performance-based units for FICO officer.

The filing shows a Fair Isaac Corp officer receiving 714 market share units tied to a prior performance grant. Each earned unit can convert into one share of common stock at a conversion price of $0.00, which is standard for stock unit awards that settle in shares rather than requiring a cash exercise.

The award stems from a December 9, 2023 grant of 1,184 target units that vest in three equal annual installments, subject to performance criteria for periods ending November 30, 2024, 2025 and 2026. The company reports that the 2025 performance criteria were met, triggering the 714-unit vesting recorded on 12/03/2025. After this event, the officer holds 394 derivative securities directly, indicating continued equity alignment but representing a routine compensation development rather than a thesis-changing event.

Insider Behl Nikhil
Role President, Software
Type Security Shares Price Value
Grant/Award Market Share Units 714 $0.00 --
Holdings After Transaction: Market Share Units — 394 shares (Direct)
Footnotes (1)
  1. Each earned market share unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment. On December 9, 2023, the reporting person was granted a target award of 1,184 market share units. The award vests in three equal annual installments from the grant date based on the Company's satisfaction of certain performance criteria for each of the performance periods ending November 30, 2024, 2025, 2026. The performance criteria for 2025 were met, resulting in the award of market share units being reported herein. No expiration date.
Form 4 Insider Transactions: What Each Field Means →
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*
Behl Nikhil
(Last) (First) (Middle)
5 WEST MENDENHALL
SUITE 105
(Street)
BOZEMAN MT 59715
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FAIR ISAAC CORP [ FICO ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President, Software
3. Date of Earliest Transaction (Month/Day/Year)
12/03/2025
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
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
Market Share Units (1) 12/03/2025 A 714(2) 12/09/2025 (3) Common Stock 714 $0.00 394 D
Explanation of Responses:
1. Each earned market share unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment.
2. On December 9, 2023, the reporting person was granted a target award of 1,184 market share units. The award vests in three equal annual installments from the grant date based on the Company's satisfaction of certain performance criteria for each of the performance periods ending November 30, 2024, 2025, 2026. The performance criteria for 2025 were met, resulting in the award of market share units being reported herein.
3. No expiration date.
Remarks:
/s/ Carrie H. Darling, Attorney-in-fact 12/05/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did FAIR ISAAC CORP (FICO) report in this Form 4?

An officer of Fair Isaac Corp (FICO), serving as President, Software, reported acquiring 714 market share units on 12/03/2025 as part of a performance-based equity award.

What are the terms of the 714 market share units reported by FICO's officer?

Each earned market share unit represents a right to receive one share of Fair Isaac common stock with a conversion price of $0.00, contingent upon continued employment.

What was the original performance award that led to this FICO Form 4 transaction?

On December 9, 2023, the reporting person received a target award of 1,184 market share units that vest in three equal annual installments, subject to Fair Isaac’s performance over periods ending November 30, 2024, 2025 and 2026.

Why did the Fair Isaac Corp (FICO) officer receive 714 market share units in 2025?

The filing states that Fair Isaac’s 2025 performance criteria were met, resulting in the award of the 714 market share units reported as earned and vested in this transaction.

How many derivative securities does the FICO officer own after this transaction?

Following the reported transaction, the officer beneficially owns 394 derivative securities directly, according to the Form 4 disclosure.

Does this FICO Form 4 indicate a Rule 10b5-1 trading plan?

The form provides a checkbox for transactions made under a Rule 10b5-1(c) trading plan, but the excerpt does not indicate that this box was checked for the reported award vesting.