Fair Isaac Corp (NYSE: FICO) CAO reports RSU vesting, tax withholdings and new options

Rhea-AI Filing Summary

Fair Isaac Corp (FICO) filed a Form 4 reporting equity transactions by its Chief Accounting Officer and Vice President. On December 9 and 10, 2025, the officer exercised multiple restricted stock units (RSUs) into common stock and had shares withheld to cover taxes. RSU conversions on those dates added 1,182 and 200 shares at an exercise price of $0.00, while 523 and 102 shares were withheld at prices of $1,751.69 and $1,752.24, respectively, for tax obligations.

The filing shows ongoing vesting from several RSU grants that vest in four equal annual installments, with vested shares delivered after each vesting date. It also reports a new grant of 173 RSUs on December 9, 2025, and a grant of 88 non-qualified stock options with an exercise price of $1,751.69, vesting over four years and expiring in 2032. After these transactions, the executive directly owned about 6,245.7682 shares of Fair Isaac common stock.

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^*

Leonard Michael S

(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)
	CAO and 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		1,182	A	$0.00	6,670.7682(1)	D
Common Stock	12/09/2025		F		523(2)	D	$1,751.69	6,147.7682	D
Common Stock	12/10/2025		M		200	A	$0.00	6,347.7682	D
Common Stock	12/10/2025		F		102(2)	D	$1,752.24	6,245.7682	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
Restricted Stock Units	(3)	12/09/2025		M			150	12/09/2023(4)	(5)	Common Stock	150	$0.00	149	D
Restricted Stock Units	(3)	12/09/2025		M			935	12/09/2025	(5)	Common Stock	935	$0.00	0	D
Restricted Stock Units	(3)	12/09/2025		M			67	12/09/2024(4)	(5)	Common Stock	67	$0.00	133	D
Restricted Stock Units	(3)	12/09/2025		M			30	12/09/2025(4)	(5)	Common Stock	30	$0.00	88	D
Restricted Stock Units	(3)	12/09/2025		A		173		12/09/2026(4)	(5)	Common Stock	173	$0.00	173	D
Non-Qualified Stock Options (right to buy)	$1,751.69	12/09/2025		A		88		12/09/2026(6)	12/08/2032	Common Stock	88	$0.00	88	D
Restricted Stock Units	(3)	12/10/2025		M			200	12/10/2022(4)	(5)	Common Stock	200	$0.00	0	D

Explanation of Responses:

1. Includes 9.201 shares acquired under the FICO Employee Stock Purchase Plan on February 28, 2025 and 5.605 shares on August 29, 2025.

2. Shares withheld by Company for payment of taxes due at vesting from restricted stock units.

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

4. 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.

5. No expiration date.

6. This option vests in four equal annual installments commencing on this date.

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).
** 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.

FAQ

What insider activity at FICO was reported in this Form 4?

The Form 4 reports that a Fair Isaac Corp (FICO) executive, the Chief Accounting Officer and Vice President, converted multiple restricted stock units into common stock, had shares withheld to cover taxes, and received new grants of RSUs and non-qualified stock options.

Who is the reporting person and what is their role at Fair Isaac Corp (FICO)?

The reporting person is an officer of Fair Isaac Corp, serving as Chief Accounting Officer (CAO) and Vice President, as indicated in the relationship section of the Form 4.

How many FICO shares does the executive beneficially own after these transactions?

Following the reported transactions, the executive beneficially owns approximately 6,245.7682 shares of Fair Isaac common stock in direct ownership, as shown in Table I of the filing.

What were the key stock prices involved in the reported FICO transactions?

Shares withheld for taxes were valued at $1,751.69 per share on December 9, 2025 and $1,752.24 per share on December 10, 2025, while RSU conversions themselves carried an exercise price of $0.00 per share.

What new equity awards did the FICO executive receive in this Form 4?

The executive received a new grant of 173 restricted stock units on December 9, 2025, and 88 non-qualified stock options with an exercise price of $1,751.69 per share, vesting in four equal annual installments and expiring on December 8, 2032.

How do the FICO restricted stock units vest for this executive?

According to the footnotes, the restricted stock units vest in four equal annual installments beginning on the specified vesting start date, and vested shares are delivered to the reporting person as soon as practicable after each vesting date.

What is the nature of the FICO employee stock purchases mentioned in the Form 4?

The filing notes that the beneficial ownership total includes 9.201 shares acquired under the FICO Employee Stock Purchase Plan on February 28, 2025 and 5.605 shares acquired on August 29, 2025.