Fair Isaac Corp (FICO) executive reports stock unit vesting and tax share withholding

Q: How many Fair Isaac (FICO) shares did the executive acquire and withhold for taxes?

The executive acquired 7,136 and 891 shares of common stock through award vesting and exercises. To pay taxes at vesting, 3,942 shares were withheld at $1,751.69 per share and 492 shares were withheld at $1,752.24 per share.

Q: What do the Fair Isaac (FICO) market share units and performance share units represent?

Each earned market share unit and each earned performance share unit represents a right to receive one share of Fair Isaac common stock, contingent upon the executive’s continued employment.

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

Fair Isaac Corp executive reports equity award activity and updated holdings. The company’s EVP, General Counsel & Secretary converted several types of stock-based awards into Fair Isaac common stock on 12/09/2025 and 12/10/2025, including market share units, performance share units and restricted stock units, all at an exercise price of $0.00 per share.

On those dates, the officer acquired 7,136 and 891 shares of common stock through award vesting and exercises. To cover taxes due at vesting, 3,942 shares were withheld at a price of $1,751.69 per share and 492 shares were withheld at $1,752.24 per share. After these transactions, the officer directly owned 30,613 shares of Fair Isaac common stock and indirectly held 85,081 shares through the Scadina Revocable Trust. Additional restricted stock units and other share units remain outstanding and will vest in scheduled annual installments, contingent on continued employment.

Insights

Analyzing...

Insider Trade Summary

8,027 shares exercised/converted

Mixed 15 txns

Insider Scadina Mark R

Role EVP, Gen. Counsel & Sec.

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	891	$0.00	--
Exercise	Common Stock	891	$0.00	--
Tax Withholding	Common Stock	492	$1,752.24	$862K
Exercise	Market Share Units	1,662	$0.00	--
Exercise	Market Share Units	1,020	$0.00	--
Exercise	Performance Share Units	1,662	$0.00	--
Exercise	Performance Share Units	1,128	$0.00	--
Exercise	Performance Share Units	412	$0.00	--
Exercise	Restricted Stock Units	623	$0.00	--
Exercise	Restricted Stock Units	423	$0.00	--
Exercise	Restricted Stock Units	206	$0.00	--
Grant/Award	Restricted Stock Units	1,256	$0.00	--
Exercise	Common Stock	7,136	$0.00	--
Tax Withholding	Common Stock	3,942	$1,751.69	$6.91M
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 31,105 shares (Direct); Market Share Units — 0 shares (Direct); Performance Share Units — 0 shares (Direct); Common Stock — 85,081 shares (Indirect, Scadina Revocable Trust)

Footnotes (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. Each earned market share unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment. 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. No expiration date. Each earned performance share unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment. 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. 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.

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Form 4 Insider Transactions: What Each Field Means →

12/11/2025 - 06:50 PM

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

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^*

Scadina Mark R

(Last)

(First)

(Middle)

5 WEST MENDENHALL, SUITE 105

(Street)

BOZEMAN

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)
	EVP, Gen. Counsel & Sec.

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/09/2025		M		7,136	A	$0.00	34,156	D
Common Stock	12/09/2025		F		3,942⁽¹⁾	D	$1,751.69	30,214	D
Common Stock	12/10/2025		M		891	A	$0.00	31,105	D
Common Stock	12/10/2025		F		492⁽¹⁾	D	$1,752.24	30,613	D
Common Stock								85,081	I	Scadina Revocable Trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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).
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Fair Isaac Corp (FICO) report for its executive?

The EVP, General Counsel & Secretary converted multiple stock-based awards into Fair Isaac common stock on 12/09/2025 and 12/10/2025, including market share units, performance share units and restricted stock units, all at an exercise price of $0.00 per share.

How many Fair Isaac (FICO) shares did the executive acquire and withhold for taxes?

The executive acquired 7,136 and 891 shares of common stock through award vesting and exercises. To pay taxes at vesting, 3,942 shares were withheld at $1,751.69 per share and 492 shares were withheld at $1,752.24 per share.

What are the executive’s Fair Isaac (FICO) shareholdings after these Form 4 transactions?

Following the reported transactions, the executive directly owned 30,613 shares of Fair Isaac common stock and indirectly held 85,081 shares through the Scadina Revocable Trust.

How do Fair Isaac (FICO) restricted stock units vest for this executive?

Each restricted stock unit represents a right to receive one share of Fair Isaac common stock, contingent on continued employment. The restricted stock units vest in four equal annual installments starting on the specified commencement date, with shares delivered as soon as practicable after vesting.

Does the Fair Isaac (FICO) executive still hold derivative equity awards after these transactions?

Yes. After converting some units into common stock, the executive continues to hold remaining market share units, performance share units and restricted stock units, which vest over time according to the stated annual schedules.