Form 4: Fair Isaac Corp. Executive Converts RSUs, Adjusts Share Holdings

Fair Isaac Corp.'s President of Software, Nikhil Behl, reported the conversion of restricted stock units into common shares and a significant transfer of shares to a family trust.

Summary

• Nikhil Behl, President, Software at Fair Isaac Corp. (FICO), reported several transactions on May 23, 2025, related to his beneficial ownership.
• He acquired 2,195 shares of FICO common stock upon the vesting and conversion of restricted stock units (RSUs).
• Concurrently, 1,027 shares were withheld by the company for the payment of taxes due at vesting from the restricted stock units, at a price of $1,694.36 per share.
• A total of 3,408 shares were transferred from Mr. Behl's direct ownership to the Trust of Nikhil Behl & Malvika Behl.
• Following these reported transactions, Mr. Behl's indirect beneficial ownership through the Trust of Nikhil Behl & Malvika Behl stands at 15,241 shares of common stock.
• His direct beneficial ownership is 112.8491 shares, which includes 15.5910 shares acquired under the FICO Employee Stock Purchase Plan on February 28, 2025.
• Mr. Behl holds 2,194 remaining restricted stock units, which vest in four equal annual installments commencing on May 23, 2023.

Sentiment

Score: 7

Explanation: The document reports routine insider transactions related to executive compensation. The vesting and conversion of RSUs into common stock, despite tax withholding, generally indicates continued executive alignment with shareholder interests. The transfer to a trust is a personal financial planning matter.

Positives

• The conversion of Restricted Stock Units (RSUs) into common stock indicates the vesting of executive compensation, often tied to continued employment and performance, aligning executive interests with shareholders.
• The acquisition of common stock through RSU conversion increases the executive's direct stake in the company, demonstrating confidence and long-term commitment.

Negatives

• A portion of the vested shares (1,027 shares) was withheld by the company to cover tax obligations, reducing the net shares received by the executive from the RSU vesting.

Future Outlook

N/A

Industry Context

N/A

Related Party Transactions

• Transfer of 3,408 shares from Nikhil Behl's direct ownership to the Trust of Nikhil Behl & Malvika Behl.

Stakeholder Impact

• Shareholders: The conversion of RSUs into common stock increases the executive's beneficial ownership, potentially enhancing alignment between management and shareholder interests.
• Employees: The mention of shares acquired under the FICO Employee Stock Purchase Plan indicates the availability of employee stock ownership programs within the company.

Next Steps

• Future annual installments of the remaining 2,194 restricted stock units will continue to vest on May 23rd of subsequent years until fully vested.

Key Dates

Keywords

Fair Isaac Corp, FICO, SEC Form 4, Insider Trading, Stock Ownership, Restricted Stock Units, RSU Vesting, Nikhil Behl, Executive Compensation