Fair Isaac (FICO) EVP discloses share vesting, tax share withholding and 1,936 new options

Rhea-AI Filing Summary

Fair Isaac Corp executive Thomas A. Bowers reported multiple equity transactions in December 2025. On 12/09/2025 and 12/10/2025, market share units, performance share units and restricted stock units vested and were settled into common stock, resulting in acquisitions of 4,378 and 446 shares at a stated price of $0.00 per share.

To cover tax obligations at vesting, the company withheld 2,420 shares at $1,751.69 per share and 247 shares at $1,752.24 per share. After these transactions, Bowers directly owned 11,932 shares of Fair Isaac common stock and indirectly held 10 shares through the Thomas A. Bowers Revocable Trust.

In addition, on 12/09/2025 Bowers received 1,936 non-qualified stock options with an exercise price of $1,751.69 per share, vesting in four equal annual installments starting on 12/09/2026 and expiring on 12/08/2032.

Insider Trade Summary

4,824 shares exercised/converted

Mixed 13 txns

Insider Bowers Thomas A.

Role Executive Vice President

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	446	$0.00	--
Exercise	Common Stock	446	$0.00	--
Tax Withholding	Common Stock	247	$1,752.24	$433K
Exercise	Market Share Units	1,246	$0.00	--
Exercise	Market Share Units	611	$0.00	--
Exercise	Performance Share Units	1,246	$0.00	--
Exercise	Performance Share Units	676	$0.00	--
Exercise	Performance Share Units	225	$0.00	--
Exercise	Restricted Stock Units	374	$0.00	--
Grant/Award	Non-Qualified Stock Options (right to buy)	1,936	$0.00	--
Exercise	Common Stock	4,378	$0.00	--
Tax Withholding	Common Stock	2,420	$1,751.69	$4.24M
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 12,378 shares (Direct); Market Share Units — 0 shares (Direct); Performance Share Units — 0 shares (Direct); Non-Qualified Stock Options (right to buy) — 1,936 shares (Direct); Common Stock — 10 shares (Indirect, Thomas A. Bowers Revocable Trust U/A DTD 1/5/2005)

Footnotes (1)

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

Form 4 Insider Transactions: What Each Field Means →

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^*

Bowers Thomas A.

(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		4,378	A	$0.00	14,352	D
Common Stock	12/09/2025		F		2,420(1)	D	$1,751.69	11,932	D
Common Stock	12/10/2025		M		446	A	$0.00	12,378	D
Common Stock	12/10/2025		F		247(1)	D	$1,752.24	12,131	D
Common Stock								10	I	Thomas A. Bowers Revocable Trust U/A DTD 1/5/2005

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			1,246	12/09/2023(3)	(4)	Common Stock	1,246	$0.00	0	D
Market Share Units	(2)	12/09/2025		M			611	12/09/2024(3)	(4)	Common Stock	611	$0.00	338	D
Performance Share Units	(5)	12/09/2025		M			1,246	12/09/2023(6)	(4)	Common Stock	1,246	$0.00	0	D
Performance Share Units	(5)	12/09/2025		M			676	12/09/2024(6)	(4)	Common Stock	676	$0.00	676	D
Performance Share Units	(5)	12/09/2025		M			225	12/09/2025(6)	(4)	Common Stock	225	$0.00	448	D
Restricted Stock Units	(7)	12/09/2025		M			374	12/09/2023(8)	(4)	Common Stock	374	$0.00	374	D
Non-Qualified Stock Options (right to buy)	$1,751.69	12/09/2025		A		1,936		12/09/2026(9)	12/08/2032	Common Stock	1,936	$0.00	1,936	D
Restricted Stock Units	(7)	12/10/2025		M			446	12/10/2022(8)	(4)	Common Stock	446	$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.

9. 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 did FAIR ISAAC CORP (FICO) report for December 2025?

The report shows that an executive had equity awards vest and settle into common stock on 12/09/2025 and 12/10/2025, with shares withheld to pay taxes and a new grant of non-qualified stock options.

How many FICO shares did the executive acquire and dispose of in this Form 4?

The executive acquired 4,378 shares and 446 shares of Fair Isaac common stock upon vesting, while 2,420 shares at $1,751.69 and 247 shares at $1,752.24 were withheld to cover taxes.

What is the executive’s FICO share ownership after these transactions?

Following the reported transactions, the executive beneficially owned 11,932 shares of Fair Isaac common stock directly and 10 shares indirectly through the Thomas A. Bowers Revocable Trust.

What stock options were granted to the FICO executive in this filing?

The filing reports a grant of 1,936 non-qualified stock options with an exercise price of $1,751.69 per share, vesting in four equal annual installments starting on 12/09/2026 and expiring on 12/08/2032.

How do the FICO market share units and performance share units work for this executive?

Each earned market share unit and earned performance share unit represents a right to receive one share of Fair Isaac common stock, contingent on continued employment, with vesting in three equal annual installments beginning on the stated vesting dates.

What are the vesting terms for the FICO restricted stock units in this Form 4?

Each restricted stock unit represents a right to receive one share of Fair Isaac common stock, contingent upon continued employment, and vests in four equal annual installments starting on the specified commencement date, after which shares are delivered to the reporting person.