Fair Isaac (NYSE: FICO) CEO details award vesting and tax share sales

Rhea-AI Filing Summary

Fair Isaac Corp’s President and CEO, who is also a director, reported multiple equity award vestings and related tax share withholdings in a Form 4 dated 12/09/2025–12/10/2025. Market share units, performance share units and restricted stock units converted into common stock at an exercise price of $0.00, reflecting earned awards rather than open‑market purchases. To cover taxes due at vesting, the company withheld 16,357 and 1,412 shares at prices of about $1,751.69 and $1,752.24 per share.

Following these transactions, indirect holdings include 321,509 Fair Isaac shares in the Lansing Revocable Trust, 18,300 shares in the Lansing 2025 Grantor Retained Annuity Trust, and 10,933 shares held by the Lansing Foundation, plus 42,138 shares held directly. Additional restricted stock units and performance-based awards remain outstanding, scheduled to vest in equal installments over future years, contingent on continued employment.

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

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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).

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 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2025

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	12/09/2025		M		36,140	A	$0.00	336,158	I	Lansing Revocable Trust
Common Stock	12/09/2025		F		16,357(1)	D	$1,751.69	319,801	I	Lansing Revocable Trust
Common Stock	12/10/2025		M		3,120	A	$0.00	322,921	I	Lansing Revocable Trust
Common Stock	12/10/2025		F		1,412(1)	D	$1,752.24	321,509	I	Lansing Revocable Trust
Common Stock								18,300	I	Lansing 2025 Grantor Retained Annuity Trust (GRAT)
Common Stock								10,933	I	Lansing Foundation
Common Stock								42,138	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
Market Share Units	(2)	12/09/2025		M			8,390	12/09/2023(3)	(4)	Common Stock	8,390	$0.00	0	D
Market Share Units	(2)	12/09/2025		M			5,100	12/09/2024(3)	(4)	Common Stock	5,100	$0.00	2,818	D
Performance Share Units	(5)	12/09/2025		M			8,390	12/09/2023(6)	(4)	Common Stock	8,390	$0.00	0	D
Performance Share Units	(5)	12/09/2025		M			5,636	12/09/2024(6)	(4)	Common Stock	5,636	$0.00	5,636	D
Performance Share Units	(5)	12/09/2025		M			2,244	12/09/2025(6)	(4)	Common Stock	2,244	$0.00	4,485	D
Restricted Stock Units	(7)	12/09/2025		M			3,146	12/09/2023(8)	(4)	Common Stock	3,146	$0.00	3,146	D
Restricted Stock Units	(7)	12/09/2025		M			2,114	12/09/2024(8)	(4)	Common Stock	2,114	$0.00	4,227	D
Restricted Stock Units	(7)	12/09/2025		M			1,120	12/09/2025(8)	(4)	Common Stock	1,120	$0.00	3,360	D
Restricted Stock Units	(7)	12/09/2025		A		5,794		12/09/2026(8)	(4)	Common Stock	5,794	$0.00	5,794	D
Restricted Stock Units	(7)	12/10/2025		M			3,120	12/10/2022(8)	(4)	Common Stock	3,120	$0.00	0	D

Explanation of Responses:

1. Shares withheld by Company for payment of taxes due at vesting from earned market share units, earned performance share units and restricted stock units.

2. Each earned market share unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment.

3. The market share units vest in three equal annual installments commencing on this date and one share will be delivered to the reporting person for each vested unit as soon as practicable thereafter.

4. No expiration date.

5. Each earned performance share unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment.

6. The performance share units vest in three equal annual installments commencing on this date and one share will be delivered to the reporting person for each vested unit as soon as practicable thereafter.

7. Each restricted stock unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment.

8. 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.

Remarks:

	/s/ Carrie H. Darling, Attorney-in-fact	12/11/2025
	** 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).
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FAQ

What insider transaction did Fair Isaac (FICO) report in this Form 4?

The Form 4 shows the company’s President and CEO, who is also a director, reporting the vesting and settlement of market share units, performance share units and restricted stock units into Fair Isaac common stock on 12/09/2025 and 12/10/2025, along with shares withheld to pay taxes.

How many Fair Isaac (FICO) shares were withheld for taxes in this filing?

The company withheld 16,357 shares on 12/09/2025 at about $1,751.69 per share and 1,412 shares on 12/10/2025 at about $1,752.24 per share to cover taxes due at vesting from earned market share units, performance share units and restricted stock units.

What indirect holdings of Fair Isaac (FICO) stock are reported after these transactions?

After the reported transactions, indirect holdings include 321,509 shares in the Lansing Revocable Trust, 18,300 shares in the Lansing 2025 Grantor Retained Annuity Trust, and 10,933 shares held by the Lansing Foundation.

How many Fair Isaac (FICO) shares are held directly by the reporting person?

The Form 4 discloses 42,138 shares of Fair Isaac common stock held directly by the reporting person following the reported transactions.

What are market share units, performance share units and restricted stock units in this Fair Isaac (FICO) filing?

Each earned market share unit, performance share unit and restricted stock unit represents a right to receive one share of Fair Isaac common stock, contingent on continued employment, with units generally vesting in equal annual installments and shares delivered as soon as practicable after vesting.

Do the derivative awards in this Fair Isaac (FICO) Form 4 have an exercise price?

The reported market share units, performance share units and restricted stock units convert into Fair Isaac common stock at an exercise price of $0.00, reflecting equity compensation rather than options requiring a cash exercise price.