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FICO (NYSE: FICO) CFO reports RSU vesting with shares withheld for taxes

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

Rhea-AI Filing Summary

FAIR ISAAC CORP Executive Vice President & CFO Steven P. Weber reported routine equity compensation activity. On May 15, 2026, 706 restricted stock units vested and were converted into the same number of common shares. The company withheld 310 shares to cover taxes, leaving Weber with 2,917.9613 common shares directly owned.

The filing shows a compensation-related derivative exercise and associated tax-withholding disposition, with no open-market buying or selling.

Positive

  • None.

Negative

  • None.
Insider Weber Steven P.
Role Executive Vice President & CFO
Type Security Shares Price Value
Exercise Restricted Stock Units 706 $0.00 --
Exercise Common Stock 706 $0.00 --
Tax Withholding Common Stock 310 $1,098.59 $341K
Holdings After Transaction: Restricted Stock Units — 706 shares (Direct, null); Common Stock — 3,227.961 shares (Direct, null)
Footnotes (1)
  1. Shares withheld by Company for payment of taxes due at vesting from earned restricted stock units. Each restricted stock unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment. The restricted stock units vest in four equal annual installments commencing on this date and vested shares will be delivered to the reporting person as soon as practicable thereafter. No expiration date.
RSUs vested and exercised 706 shares Restricted Stock Units converted to common stock on May 15, 2026
Shares withheld for taxes 310 shares Withheld by company to pay taxes due at RSU vesting
Post-transaction common shares 2,917.9613 shares Direct holdings after tax-withholding disposition
Exercise transactions 1 transaction, 706 shares Derivative exercise/conversion per transactionSummary
Tax-withholding transactions 1 transaction, 310 shares Payment of tax liability by delivering securities
Restricted Stock Units financial
"security_title: "Restricted Stock Units" and footnotes describing vesting and delivery"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
tax-withholding disposition financial
"transaction_action: "tax-withholding disposition" for 310 common shares"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
derivative exercise/conversion financial
"transaction_action: "derivative exercise/conversion" for RSU to common stock"
Exercise or conversion of derivative security financial
"transaction_code_description: "Exercise or conversion of derivative security""
Each restricted stock unit represents a right to receive one share financial
"Footnote F2 explains RSUs deliver one share of Fair Isaac common stock"
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*
Weber Steven P.
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Executive Vice President & CFO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026		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 Stock05/15/2026M706A$0.003,227.9613D
Common Stock05/15/2026F310(1)D$1,098.592,917.9613D
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
Restricted Stock Units(2)05/15/2026M70605/15/2024(3) (4)Common Stock706$0.00706D
Explanation of Responses:
1. Shares withheld by Company for payment of taxes due at vesting from earned restricted stock units.
2. Each restricted stock unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment.
3. The restricted stock units vest in four equal annual installments commencing on this date and vested shares will be delivered to the reporting person as soon as practicable thereafter.
4. No expiration date.
Remarks:
/s/ Carrie H. Darling, Attorney-in-fact05/19/2026
** 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 did FICO CFO Steven P. Weber report in this Form 4 filing?

Steven P. Weber reported routine equity compensation activity. 706 restricted stock units vested into common shares, and 310 shares were withheld by the company to cover taxes, leaving him with 2,917.9613 common shares directly owned after the transactions.

Were Steven P. Weber’s FICO share transactions open-market buys or sells?

The transactions were not open-market buys or sells. They reflect a derivative exercise of restricted stock units and a tax-withholding disposition, where the company retained 310 shares to pay taxes due at vesting, according to the filing’s transaction codes and footnotes.

How many FICO shares did Steven P. Weber acquire through RSU vesting?

He acquired 706 common shares through the vesting and conversion of restricted stock units. Each restricted stock unit represents a right to receive one share of Fair Isaac common stock, contingent on continued employment as described in the filing’s footnotes.

How many FICO shares were withheld for taxes from Steven P. Weber’s RSU vesting?

The company withheld 310 common shares to pay taxes due at vesting. A footnote explains the shares were withheld by Fair Isaac for tax payment related to earned restricted stock units, rather than being sold in the open market by the executive.

What are Steven P. Weber’s FICO common stock holdings after these transactions?

After the RSU vesting and tax withholding, Steven P. Weber directly owns 2,917.9613 shares of Fair Isaac common stock. This post-transaction balance is reported in the Form 4 as the total shares following the tax-withholding disposition transaction on May 15, 2026.

How do the restricted stock units in this FICO filing vest over time?

The restricted stock units vest in four equal annual installments starting on May 15, 2026. Vested shares are delivered to the reporting person as soon as practicable after each vesting date, according to the vesting schedule footnote included in the Form 4 data.