Form 4: FICO CAO Leonard Reports Executive Stock Transactions

Fair Isaac Corp's CAO and Vice President, Michael S. Leonard, reported multiple transactions involving common stock, restricted stock units, and stock options, primarily related to vesting and tax withholdings.

Summary

• Michael S. Leonard, CAO and Vice President of Fair Isaac Corp (FICO), reported transactions on December 9 and 10, 2025.
• Acquired 1,182 shares of common stock on December 9, 2025, and 200 shares on December 10, 2025, both at an exercise price of $0.00, likely due to RSU vesting.
• Disposed of 523 shares of common stock on December 9, 2025, at $1,751.69 per share, and 102 shares on December 10, 2025, at $1,752.24 per share, for tax withholding purposes.
• Beneficial ownership of common stock following these transactions is 6,245.7682 shares.
• Vested and converted various Restricted Stock Units (RSUs) into common stock on December 9 and 10, 2025, including 150, 935, 67, 30, and 200 units.
• Acquired 173 new Restricted Stock Units and 88 Non-Qualified Stock Options on December 9, 2025, both with a $0.00 price.
• The Non-Qualified Stock Options have an exercise price of $1,751.69 and an expiration date of December 8, 2032.
• Beneficial ownership also includes shares acquired under the FICO Employee Stock Purchase Plan on February 28, 2025 (9.201 shares) and August 29, 2025 (5.605 shares).

Sentiment

Score: 5

Explanation: The filing is a routine disclosure of executive compensation activities, including vesting of equity awards and tax-related dispositions. It does not contain information that would significantly alter the perception of the company's operational or financial performance, thus maintaining a neutral sentiment.

Positives

• Vesting of Restricted Stock Units and Non-Qualified Stock Options indicates the realization of long-term incentive compensation for the executive.
• Acquisition of new Restricted Stock Units and Non-Qualified Stock Options demonstrates continued alignment of executive interests with shareholder value through future equity incentives.

Negatives

• A portion of vested shares was withheld by the company for tax payments, reducing the net number of shares directly received by the reporting person.

Risks

• The value of the beneficially owned common stock and derivative securities is subject to market fluctuations inherent in equity investments.
• Future vesting of RSUs and options is contingent upon continued employment, posing a risk to the full realization of these incentives if employment ceases.

Future Outlook

The filing indicates future vesting schedules for newly acquired Restricted Stock Units and Non-Qualified Stock Options, with vesting commencing on December 9, 2026, and options expiring on December 8, 2032. This suggests a continued long-term incentive structure for the executive.

Industry Context

This Form 4 filing is a routine disclosure of executive compensation activities, common across publicly traded companies. It reflects the standard practice of using equity-based incentives like Restricted Stock Units and stock options to align management's interests with long-term shareholder value. The tax withholding transactions are also a standard part of equity compensation plans.

Stakeholder Impact

• Shareholders: The transactions represent routine executive compensation and do not indicate any material change in company strategy or financial health. The executive's continued equity holdings align interests with shareholders.
• Employees: The filing details executive compensation, which is part of a broader compensation strategy that may include similar equity plans for other employees, fostering retention and performance.

Next Steps

• Future vesting of 173 Restricted Stock Units will commence on December 9, 2026, in four equal annual installments.
• Future vesting of 88 Non-Qualified Stock Options will commence on December 9, 2026, in four equal annual installments.
• The Non-Qualified Stock Options will expire on December 8, 2032.

Key Dates

Keywords

FICO, Fair Isaac Corp, Form 4, Insider Transaction, Executive Compensation, Restricted Stock Units, Stock Options, Beneficial Ownership, Tax Withholding, Equity Incentives