Fair Isaac Corporation reported results from its 2026 Annual Meeting of Stockholders. Of 23,765,456 common shares entitled to vote, 21,251,277 were represented in person or by proxy, indicating strong participation.
Stockholders elected all nominated directors and approved, on an advisory basis, the company’s named executive officer compensation. They also ratified Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2026.
Investors approved amendments to the Restated Certificate of Incorporation to allow exculpation of officers as permitted by Delaware law and to eliminate a supermajority requirement that had required at least 66-2/3% voting power to amend or repeal Article 6. These charter changes became effective upon filing with the Delaware Secretary of State and are now reflected in a Restated Certificate of Incorporation.
Fair Isaac Corp director Eva Manolis exercised options for 520 shares of common stock on 2026-02-25, then sold 520 shares in an open-market transaction. The options had a price of $0.00 per share, the shares were acquired at $247.82 per share, and sold at a weighted average of $1,227.63 per share, leaving her with 344 shares held directly.
FAIR ISAAC CORP director David A. Rey reported exercising stock options and acquiring additional shares. On this Form 4, he exercised non-qualified stock options covering 3,192 shares, converting them into 3,192 shares of common stock at $247.82 per share. After these transactions, he directly owns 4,967 shares of FAIR ISAAC CORP common stock.
FAIR ISAAC CORP director Joanna Rees reported transactions involving stock options and common shares on behalf of the Joanna Rees Revocable Trust. She exercised 358 non-qualified stock options, acquiring 358 common shares at 391.5700 per share, then the trust sold 358 shares at 1360.0000 per share, leaving 11,204 shares held indirectly after the sale.
A holder of common stock has filed a Rule 144 notice covering a planned sale of 358 shares, to be executed through Stifel Nicolaus & Company Inc. on the NYSE. The filing lists an aggregate market value of $486,880 for these shares and notes that there were 65,134,649 shares outstanding at the time of the notice.
The 358 shares of common stock were acquired on 02/13/2026 as restricted stock units from the issuer, with equity compensation identified as the form of payment. The approximate date of sale is also given as 02/13/2026, indicating an intended sale shortly after (or concurrent with) vesting.
Fair Isaac Corporation reported solid growth for the quarter ended December 31, 2025. Total revenue rose to $511.9 million from $440.0 million, driven mainly by a 29% increase in Scores revenue to $304.5 million. Software revenue grew modestly to $207.4 million, with SaaS and platform products leading the gains.
Operating income increased 30% to $234.0 million as higher-margin Scores products lifted profitability. Net income was $158.4 million, up 4%, and diluted EPS rose 8% to $6.61. Cash from operating activities was $174.1 million, down from $194.0 million, while cash and cash equivalents increased to $162.0 million.
Software Annual Recurring Revenue reached $766.0 million, up 5% year over year, with platform ARR growing and now representing 40% of segment ARR. Dollar-Based Net Retention Rate for Software was 103%, indicating net expansion from existing customers. Total debt stood at $3.2 billion, and the company repurchased $162.7 million of stock in the quarter.
Fair Isaac Corporation filed a current report to share that it has released its financial results for the quarter ended December 31, 2025. The company is making these results available through a press release dated January 28, 2026, which is furnished as Exhibit 99.1.
The filing notes that the press release is incorporated by reference into the results section of the report. The document is signed on behalf of Fair Isaac Corporation by Executive Vice President and Chief Financial Officer Steven P. Weber.
Fair Isaac Corporation (FICO) has released its 2026 proxy statement for the annual meeting in San Jose on March 4, 2026. Stockholders will vote on electing eight directors, an advisory say-on-pay resolution, ratifying Deloitte & Touche LLP as auditor for fiscal 2026, and two charter amendments.
The first amendment would allow officer exculpation as permitted by Delaware law, and the second would eliminate a supermajority requirement so future changes to Article 6 would need a majority of outstanding shares. The Board recommends a vote FOR all proposals.
The proxy highlights a pay-for-performance philosophy: CEO and other named executive salaries were held flat for fiscal 2025, with compensation weighted toward performance-based cash and equity tied to adjusted revenue, adjusted EBITDA and relative total shareholder return versus the S&P 500. It also describes comprehensive governance practices, strong board independence, and detailed human capital and ESG initiatives across FICO’s 3,811 employees in 28 countries.
Fair Isaac’s Executive Vice President and CFO Steven P. Weber reported equity compensation activity involving restricted stock units and common stock. On January 9, 2026, 421 restricted stock units converted into 421 shares of Fair Isaac common stock at an exercise price of $0.00 per share, reflecting previously granted equity now delivered as stock.
On the same date, 141 shares of common stock were withheld by the company at a price of $1,665.53 per share to cover taxes due at vesting, as described in the footnotes. Following these transactions, Weber directly held 2,521.9613 shares of Fair Isaac common stock.