Fair Isaac (NYSE: FICO) discloses EVP equity awards, vesting and tax withholding

Rhea-AI Filing Summary

Fair Isaac Corporation’s Executive Vice President Richard S. Deal, reporting through The Richard S. Deal Revocable Trust, disclosed multiple equity-related transactions in December 2025. On December 9 and 10, 2025, earned market share units, performance share units, and restricted stock units were converted into shares of common stock at an exercise price of $0.00, reflecting vesting of prior awards.

To cover tax obligations at vesting, the company withheld 3,178 shares on December 9 at $1,751.69 per share and 405 shares on December 10 at $1,752.24 per share. After these transactions, the trust beneficially owned 60,893 shares of Fair Isaac common stock indirectly. The report also shows a new grant of 1,256 restricted stock units on December 9, 2025, which are scheduled to vest in four equal annual installments.

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^*

DEAL RICHARD

(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

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		7,136	A	$0.00	63,585	I	The Richard S. Deal Revocable Trust
Common Stock	12/09/2025		F		3,178(1)	D	$1,751.69	60,407	I	The Richard S. Deal Revocable Trust
Common Stock	12/10/2025		M		891	A	$0.00	61,298	I	The Richard S. Deal Revocable Trust
Common Stock	12/10/2025		F		405(1)	D	$1,752.24	60,893	I	The Richard S. Deal Revocable Trust
Common Stock								0	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			1,662	12/09/2023(3)	(4)	Common Stock	1,662	$0.00	0	D
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			1,662	12/09/2023(6)	(4)	Common Stock	1,662	$0.00	0	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			623	12/09/2023(8)	(4)	Common Stock	623	$0.00	623	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			891	12/10/2022(8)	(4)	Common Stock	891	$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 activity did FICO’s executive report in this Form 4?

The Form 4 reports that Executive Vice President Richard S. Deal, via The Richard S. Deal Revocable Trust, had multiple equity awards vest into Fair Isaac common stock and had shares withheld to pay taxes in December 2025.

How many FICO shares does Richard S. Deal beneficially own after these transactions?

Following the reported transactions, The Richard S. Deal Revocable Trust beneficially owns 60,893 shares of Fair Isaac common stock indirectly.

What tax-related share withholding occurred for FICO EVP Richard S. Deal?

To satisfy tax obligations at vesting, the company withheld 3,178 shares on December 9, 2025 at $1,751.69 per share and 405 shares on December 10, 2025 at $1,752.24 per share from equity awards held by the trust.

What types of equity awards vested for FICO’s EVP in December 2025?

The filing shows vesting and settlement of market share units, performance share units, and restricted stock units, each converting into one share of Fair Isaac common stock per unit upon vesting.

Were any new FICO equity awards granted to the executive in this report?

Yes. On December 9, 2025, 1,256 restricted stock units were granted, with the units scheduled to vest in four equal annual installments beginning on that date.

How do the FICO equity awards for the EVP vest over time?

According to the footnotes, market share units and performance share units vest in three equal annual installments, while restricted stock units vest in four equal annual installments, with one Fair Isaac share delivered for each vested unit.