Form 4: FICO CEO Lansing Reports Equity Award Vesting & Tax Sales

Fair Isaac Corp's President and CEO, William J. Lansing, reported the vesting of various equity awards and subsequent share dispositions for tax obligations, alongside new RSU grants.

Summary

• William J. Lansing, President and CEO and Director of Fair Isaac Corp (FICO), reported transactions involving the company's common stock.
• On December 9, 2025, Lansing acquired 36,140 shares of common stock at $0.00, likely due to equity award vesting, increasing indirect beneficial ownership via Lansing Revocable Trust to 336,158 shares.
• On the same date, 16,357 shares were disposed of at $1,751.69 per share to cover tax obligations related to vested equity awards, reducing indirect beneficial ownership via Lansing Revocable Trust to 319,801 shares.
• On December 10, 2025, Lansing acquired an additional 3,120 shares of common stock at $0.00, further increasing indirect beneficial ownership via Lansing Revocable Trust to 322,921 shares.
• Also on December 10, 2025, 1,412 shares were disposed of at $1,752.24 per share for tax withholding, reducing indirect beneficial ownership via Lansing Revocable Trust to 321,509 shares.
• The transactions included the vesting and conversion of Market Share Units (MSUs), Performance Share Units (PSUs), and Restricted Stock Units (RSUs) into common stock.
• A new grant of 5,794 Restricted Stock Units was acquired on December 9, 2025, with vesting commencing on December 9, 2026.
• Following these transactions, Lansing's beneficial ownership includes 321,509 shares indirectly through the Lansing Revocable Trust, 18,300 shares indirectly through the Lansing 2025 Grantor Retained Annuity Trust (GRAT), 10,933 shares indirectly through the Lansing Foundation, and 42,138 shares held directly.
• All reported transactions were made pursuant to a Rule 10b5-1(c) pre-arranged plan for the purchase or sale of equity securities.

Sentiment

Score: 5

Explanation: The filing details routine insider transactions related to equity award vesting and tax-related share dispositions, which are standard for executive compensation and do not indicate a significant positive or negative shift in company outlook.

Positives

• The vesting of Market Share Units, Performance Share Units, and Restricted Stock Units indicates the fulfillment of employment conditions and performance targets, reflecting continued executive compensation.
• A new grant of 5,794 Restricted Stock Units was acquired, demonstrating ongoing long-term incentive compensation for the CEO.

Negatives

• A total of 17,769 shares were disposed of across two days to cover tax obligations, which reduces the direct and indirect beneficial ownership of common stock.

Future Outlook

The acquisition of new Restricted Stock Units with a vesting commencement date of December 9, 2026, indicates a continued long-term incentive structure for the CEO.

Industry Context

This filing details routine executive compensation activities, which are standard practice across industries for incentivizing and retaining key management personnel through equity awards. The specific vesting schedules and types of awards (MSUs, PSUs, RSUs) are common mechanisms used by publicly traded companies to align executive interests with shareholder value over multi-year periods.

Comparison to Industry Standards

• The use of Market Share Units, Performance Share Units, and Restricted Stock Units as components of executive compensation is a widely adopted practice among S&P 500 companies, including those in the financial technology and data analytics sectors.
• The disposition of shares to cover tax liabilities upon vesting is a standard and expected event for executives receiving equity compensation, consistent with practices observed at companies like Visa, Mastercard, and Experian, which also utilize similar long-term incentive plans.
• The execution of these transactions under a Rule 10b5-1(c) plan aligns with best practices for insider trading compliance, demonstrating a pre-arranged, non-discretionary approach to managing equity awards, similar to executives at companies such as IBM or Oracle.

Related Party Transactions

• Indirect beneficial ownership is reported through the Lansing Revocable Trust, Lansing 2025 Grantor Retained Annuity Trust (GRAT), and Lansing Foundation, which are entities related to the reporting person.

Stakeholder Impact

• Shareholders: Minimal direct impact as these are routine compensation-related transactions and do not reflect a discretionary change in the CEO's investment stance.
• Employees: No direct impact mentioned, but the compensation structure reflects standard executive incentives.
• Customers/Suppliers/Creditors: No direct impact from these insider transactions.

Next Steps

• Future vesting events for remaining Market Share Units, Performance Share Units, and Restricted Stock Units will occur according to their respective schedules.
• The newly acquired Restricted Stock Units will begin vesting on December 9, 2026.

Key Dates

Recommendation

The Form 4 details routine executive compensation activities, specifically the vesting of equity awards and subsequent share sales to cover tax obligations, along with a new RSU grant. These transactions are pre-planned under Rule 10b5-1(c) and do not reflect a discretionary change in the insider's view of the company's prospects. Therefore, the filing provides no new material information to alter an existing investment thesis, warranting a 'hold' recommendation.

Keywords

Fair Isaac Corp, FICO, William J Lansing, Insider Trading, Form 4, Equity Awards, Stock Vesting, RSU, PSU, MSU, CEO, Director, Stock Transactions, Tax Withholding, Rule 10b5-1