Fair Isaac (FICO) CFO discloses stock award vesting, tax share withholdings and holdings

Rhea-AI Filing Summary

Fair Isaac’s Executive Vice President and CFO reported recent equity award activity in the company’s stock. On December 9, 2025, equity awards settled into 4,274 shares of common stock at an exercise price of $0.00, while 2,012 shares were withheld to cover taxes, leaving 4,123.9613 shares owned directly. On December 10, 2025, a further 200 shares were acquired from awards, and 94 shares were withheld for taxes, bringing direct ownership to 4,229.9613 shares.

The report also shows activity in derivative awards, including market share units, performance share units, and restricted stock units that each convert into one share of Fair Isaac common stock as they vest over time. These units generally vest in three or four equal annual installments starting on specified dates, with shares delivered after vesting and no stated expiration date.

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^*

Weber Steven P.

(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)
	Executive Vice President & CFO

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		4,274	A	$0.00	6,135.9613	D
Common Stock	12/09/2025		F		2,012(1)	D	$1,751.69	4,123.9613	D
Common Stock	12/10/2025		M		200	A	$0.00	4,323.9613	D
Common Stock	12/10/2025		F		94(1)	D	$1,752.24	4,229.9613	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			1,020	12/09/2024(3)	(4)	Common Stock	1,020	$0.00	563	D
Performance Share Units	(5)	12/09/2025		M			1,128	12/09/2024(6)	(4)	Common Stock	1,128	$0.00	1,126	D
Performance Share Units	(5)	12/09/2025		M			412	12/09/2025(6)	(4)	Common Stock	412	$0.00	823	D
Restricted Stock Units	(7)	12/09/2025		M			150	12/09/2023(8)	(4)	Common Stock	150	$0.00	149	D
Restricted Stock Units	(7)	12/09/2025		M			935	12/09/2025	(4)	Common Stock	935	$0.00	0	D
Restricted Stock Units	(7)	12/09/2025		M			423	12/09/2024(8)	(4)	Common Stock	423	$0.00	845	D
Restricted Stock Units	(7)	12/09/2025		M			206	12/09/2025(8)	(4)	Common Stock	206	$0.00	616	D
Restricted Stock Units	(7)	12/09/2025		A		1,256		12/09/2026(8)	(4)	Common Stock	1,256	$0.00	1,256	D
Restricted Stock Units	(7)	12/10/2025		M			200	12/10/2022(8)	(4)	Common Stock	200	$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.
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FAQ

What insider activity did FAIR ISAAC CORP (FICO) report for its CFO?

The Executive Vice President & CFO reported equity award settlements into Fair Isaac common stock on December 9 and 10, 2025, along with related tax share withholdings and updated beneficial ownership.

How many Fair Isaac (FICO) shares did the CFO acquire through awards?

On December 9, 2025, equity awards settled into 4,274 shares of Fair Isaac common stock, and on December 10, 2025, additional awards settled into 200 shares, all at an exercise price of $0.00 per share.

How many Fair Isaac (FICO) shares were withheld to cover the CFO’s taxes?

The company withheld 2,012 shares on December 9, 2025 and 94 shares on December 10, 2025 to pay taxes due at vesting from market share units, performance share units and restricted stock units.

What is the CFO’s reported Fair Isaac (FICO) share ownership after these transactions?

After the reported transactions, the CFO directly beneficially owned 4,229.9613 shares of Fair Isaac common stock.

What types of equity awards are reported for the Fair Isaac (FICO) CFO?

The report lists market share units, performance share units, and restricted stock units, each representing a right to receive one share of Fair Isaac common stock contingent upon continued employment and vesting.

How do the Fair Isaac (FICO) restricted stock and performance units vest for the CFO?

The disclosure states that market and performance share units generally vest in three equal annual installments, while restricted stock units vest in four equal annual installments, with shares delivered as soon as practicable after vesting.