Form 4: FICO CFO Weber Reports Equity Compensation Changes

Fair Isaac Corp's EVP & CFO, Steven P. Weber, reported routine equity compensation transactions including vesting of stock units and a new RSU grant.

Summary

• Steven P. Weber, Executive Vice President & CFO of Fair Isaac Corp (FICO), reported changes in his beneficial ownership of company securities.
• On December 9, 2025, he acquired 4,274 shares of common stock through the vesting of various equity awards.
• On December 9, 2025, 2,012 shares were disposed of at $1,751.69 per share to cover tax obligations related to the vesting of market share units, performance share units, and restricted stock units.
• On December 10, 2025, he acquired 200 shares of common stock through the vesting of equity awards.
• On December 10, 2025, 94 shares were disposed of at $1,752.24 per share for tax withholding purposes.
• A new grant of 1,256 Restricted Stock Units was awarded on December 9, 2025, which will vest in four equal annual installments starting December 9, 2026.
• Following these transactions, his direct beneficial ownership of FICO common stock increased to 4,229.9613 shares.
• He continues to hold various unvested derivative securities, including Market Share Units, Performance Share Units, and Restricted Stock Units.

Sentiment

Score: 6

Explanation: The filing reports routine executive compensation activities, including vesting of equity awards and a new RSU grant, which are generally positive for executive retention and alignment with shareholder interests, offset by routine tax-related dispositions.

Positives

• Executive Vice President & CFO Steven P. Weber received a new grant of 1,256 Restricted Stock Units, indicating continued long-term incentive compensation.
• The vesting of existing equity awards resulted in the acquisition of common stock, increasing his direct beneficial ownership.

Negatives

• A significant number of shares (2,012 and 94) were disposed of to cover tax liabilities upon vesting, which is a routine event but reduces the immediate net share gain.

Risks

• Shares are withheld by the company for payment of taxes due at vesting from earned market share units, earned performance share units, and restricted stock units.

Future Outlook

The filing indicates future vesting events for various equity awards held by the Executive Vice President & CFO, with new Restricted Stock Units granted on December 9, 2025, scheduled to begin vesting in December 2026.

Management Comments

• The transactions reflect routine equity compensation events for the Executive Vice President & CFO.

Industry Context

These transactions are typical for executives in publicly traded technology and data analytics companies like Fair Isaac Corp, where equity compensation forms a significant part of overall remuneration, aligning management's interests with shareholder value over the long term.

Comparison to Industry Standards

• The structure of equity compensation, including Market Share Units, Performance Share Units, and Restricted Stock Units with multi-year vesting schedules, is standard practice across the technology and financial services industries for executive retention and performance incentives.
• Companies such as Oracle, Salesforce, and Adobe frequently utilize similar long-term incentive plans for their senior leadership.

Stakeholder Impact

• Shareholders: The increase in the CFO's direct beneficial ownership aligns his interests with shareholders. The new RSU grant incentivizes long-term performance.
• Employees: Reflects standard executive compensation practices, which can influence broader compensation strategies.

Next Steps

• Continued vesting of Market Share Units in three equal annual installments from December 9, 2024.
• Continued vesting of Performance Share Units in three equal annual installments from their respective exercisable dates.
• Continued vesting of Restricted Stock Units in four equal annual installments from their respective exercisable dates.
• Vesting of the newly granted 1,256 Restricted Stock Units will commence in four equal annual installments starting December 9, 2026.

Key Dates

Recommendation

This Form 4 details routine executive compensation events, including the vesting of equity awards and a new RSU grant, along with associated tax withholdings. These transactions do not provide new fundamental information about the company's operational performance or strategic direction that would warrant a change in investment recommendation. The increase in the CFO's beneficial ownership through vesting is a positive for alignment, but the overall impact on the stock's valuation is neutral given the routine nature of the report.

Keywords

FICO, Fair Isaac Corp, Steven P. Weber, Form 4, Insider Transaction, Equity Compensation, Restricted Stock Units, Performance Share Units, Market Share Units, CFO, Stock Vesting, Tax Withholding