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Fair Isaac Corp (FICO) CEO nets 548 new shares after market share unit award

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

Rhea-AI Filing Summary

Fair Isaac Corp President and CEO William J. Lansing reported compensation-related share activity involving market share units and common stock. On June 4, 2026 he received a grant of 784 Market Share Units tied to Fair Isaac common stock.

On June 5, 2026, he exercised these units into 784 shares of common stock, and 236 shares were withheld to cover tax obligations at $1,137.33 per share, leaving 548 net shares issued that must be retained until June 5, 2028. After these transactions he directly holds 42,686 common shares, in addition to indirect holdings including 10,933 shares held by the Lansing Foundation, 18,300 shares held by the Lansing 2025 Grantor Retained Annuity Trust, and 321,509 shares held by the Lansing Revocable Trust.

Positive

  • None.

Negative

  • None.
Insider LANSING WILLIAM J
Role President and CEO
Type Security Shares Price Value
Exercise Common Stock 784 $0.00 --
Tax Withholding Common Stock 236 $1,137.33 $268K
Grant/Award Market Share Units 784 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 42,922 shares (Direct, null); Market Share Units — 18,792 shares (Direct, null); Common Stock — 321,509 shares (Indirect, Lansing Revocable Trust)
Footnotes (1)
  1. The net shares of 548 shares issued under the June 5, 2023 retention Market Share Unit grant must be retained until June 5, 2028. Each earned market share unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment. On June 5, 2023, the reporting person was granted a retention target award of 19,576 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 May 31, 2026, 2027, 2028. The performance criteria for 2026 were met, resulting in the award of market share units being reported herein. No expiration date.
Market Share Units granted 784 units Grant on June 4, 2026 tied to common stock
Tax-withheld shares 236 shares Withheld at $1,137.33 per share for tax obligations
Net shares issued 548 shares Net shares from June 5, 2026 retention Market Share Unit grant
Direct holdings after transactions 42,686 shares Common stock directly held by Lansing after June 5, 2026
Lansing Foundation holdings 10,933 shares Indirect common stock holdings via Lansing Foundation
2025 GRAT holdings 18,300 shares Indirect holdings via Lansing 2025 Grantor Retained Annuity Trust
Revocable Trust holdings 321,509 shares Indirect holdings via Lansing Revocable Trust
Tax withholding price $1,137.33/share Price used for 236 withheld shares
Market Share Unit financial
"The net shares of 548 shares issued under the June 5, 2023 retention Market Share Unit grant must be retained"
Grantor Retained Annuity Trust financial
"Lansing 2025 Grantor Retained Annuity Trust (GRAT)"
A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.
retention target award financial
"the reporting person was granted a retention target award of 19,576 market share units"
continued employment financial
"represents a right to receive one share of Fair Isaac common stock contingent upon continued employment"
Continued employment means that an individual remains in their current job without interruption. For investors, it signals stability and ongoing work that can affect company performance and future prospects. Like a steady heartbeat for a business, sustained employment helps ensure consistent operations and financial health.
performance criteria financial
"based on the Company's satisfaction of certain performance criteria for each of the performance periods"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
LANSING WILLIAM J
(Last)(First)(Middle)
5 WEST MENDENHALL, SUITE 105
(Street)
BOZEMAN MONTANA 59715
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
FAIR ISAAC CORP [ FICO ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/04/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock06/05/2026M784A$0.0042,922D
Common Stock06/05/2026F236D$1,137.3342,686(1)D
Common Stock321,509ILansing Revocable Trust
Common Stock18,300ILansing 2025 Grantor Retained Annuity Trust (GRAT)
Common Stock10,933ILansing Foundation
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Market Share Units(2)06/04/2026A784(3)06/05/2026 (4)Common Stock784$0.0018,792D
Explanation of Responses:
1. The net shares of 548 shares issued under the June 5, 2023 retention Market Share Unit grant must be retained until June 5, 2028.
2. Each earned market share unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment.
3. On June 5, 2023, the reporting person was granted a retention target award of 19,576 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 May 31, 2026, 2027, 2028. The performance criteria for 2026 were met, resulting in the award of market share units being reported herein.
4. No expiration date.
Remarks:
/s/ Carrie H. Darling, Attorney-in-fact06/08/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did FICO CEO William J. Lansing report?

Lansing reported compensation-related share activity, not open-market trades. He received 784 Market Share Units, then converted them into 784 common shares, with 236 shares withheld for taxes and 548 net shares issued and subject to a holding requirement.

How many FICO shares did the CEO ultimately gain from the latest award?

He ultimately gained 548 net shares of Fair Isaac common stock. The company granted 784 Market Share Units, which converted into 784 shares, and 236 of those shares were withheld to satisfy tax obligations, leaving 548 shares that must be retained until June 5, 2028.

What is the tax withholding component in the FICO CEO Form 4 filing?

The filing shows 236 shares of Fair Isaac common stock withheld for taxes at $1,137.33 per share. This tax-withholding disposition covers obligations arising from the conversion of Market Share Units and does not represent an open-market sale of shares.

How many FICO shares does William J. Lansing hold directly after these transactions?

Following the June 2026 transactions, Lansing directly holds 42,686 shares of Fair Isaac common stock. This direct position reflects the net effect of the Market Share Unit conversion and associated tax withholding on his personal share ownership.

What indirect FICO share holdings are associated with William J. Lansing?

Indirect holdings include 10,933 shares held by the Lansing Foundation, 18,300 shares held by the Lansing 2025 Grantor Retained Annuity Trust, and 321,509 shares held by the Lansing Revocable Trust. These entities are listed as indirect owners of Fair Isaac common stock.

How do FICO Market Share Units work in William J. Lansing’s compensation?

Each earned Market Share Unit represents a right to receive one Fair Isaac common share, contingent on continued employment. A June 5, 2023 retention award of 19,576 units vests in three annual installments based on performance criteria for periods ending May 31, 2026, 2027, and 2028.