Form 4: FICO CEO Exercises Options, Sells Shares Under 10b5-1 Plan

Fair Isaac Corp's President and CEO, William J. Lansing, exercised stock options and subsequently sold an equivalent number of shares, totaling 6,011, under a pre-arranged 10b5-1 plan.

Summary

• William J. Lansing, President and CEO of Fair Isaac Corp (FICO), exercised 6,011 non-qualified stock options on September 9, 2025, at an exercise price of $185.05 per share.
• Immediately following the exercise, Lansing sold all 6,011 shares of common stock acquired through the option exercise.
• The sales were executed in multiple trades at weighted average prices ranging from $1,532.066 to $1,544.77 per share.
• These transactions were conducted pursuant to a Rule 10b5-1 pre-arranged trading plan, indicating a scheduled liquidity event.
• Following these transactions, Lansing's direct beneficial ownership of common stock decreased from 48,149 to 42,138 shares.
• Lansing also indirectly holds 313,351 shares through the Lansing Revocable Trust and 18,300 shares through the Lansing 2025 Grantor Retained Annuity Trust (GRAT).

Sentiment

Score: 5

Explanation: The sentiment is neutral. While insider sales can be seen negatively, the transaction was pre-planned under a 10b5-1 plan, mitigating concerns about opportunistic selling. The exercise of options also indicates the CEO realized significant value from their compensation.

Positives

• The exercise of stock options indicates that the CEO realized significant value from their compensation, as the market price was substantially higher than the exercise price.
• The transactions were conducted under a Rule 10b5-1 plan, suggesting a pre-planned liquidity event for personal financial management rather than a reaction to new, non-public information.

Negatives

• The sale of 6,011 shares by the President and CEO could be perceived as a reduction in direct insider ownership, although this is mitigated by the pre-arranged 10b5-1 plan.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• William J. Lansing indirectly holds shares through the Lansing Revocable Trust and the Lansing 2025 Grantor Retained Annuity Trust (GRAT), which are related party entities.

Stakeholder Impact

• Shareholders may observe a decrease in direct insider ownership, but the pre-planned nature of the sale under a 10b5-1 plan suggests it is a routine liquidity event for the executive rather than a signal of company-specific concerns.

Key Dates

Recommendation

The filing details a routine insider transaction (option exercise and sale) executed under a pre-arranged 10b5-1 plan. This type of transaction is generally not indicative of new material information about the company's performance or outlook. While it reduces direct insider ownership, the overall beneficial ownership remains substantial, and the pre-planned nature suggests a personal financial management decision rather than a bearish signal. Therefore, the filing itself does not provide a basis for changing an investment thesis, warranting a 'hold' recommendation.

Keywords

Fair Isaac Corp, FICO, William J. Lansing, Insider Trading, Form 4, Stock Options, Share Sale, CEO, 10b5-1 Plan, Executive Compensation