Form 4: FICO EVP Scadina Reports Equity Transactions

Fair Isaac Corp's EVP, General Counsel, and Secretary, Mark R. Scadina, reported multiple equity transactions including vesting of share units and tax-related dispositions.

Summary

• Mark R. Scadina, EVP, General Counsel & Secretary of Fair Isaac Corp (FICO), reported several transactions involving common stock and derivative securities on December 9 and 10, 2025.
• On December 9, 2025, Scadina acquired 7,136 shares of common stock through the exercise/conversion of derivative securities at a price of $0.00.
• On the same date, 3,942 shares of common stock were disposed of at $1,751.69 to cover tax obligations related to vesting equity awards.
• Various Market Share Units (MSUs), Performance Share Units (PSUs), and Restricted Stock Units (RSUs) vested and converted into common stock on December 9, 2025, with a total of 6,113 shares underlying these conversions.
• An additional 1,256 Restricted Stock Units were acquired on December 9, 2025, with vesting scheduled in four equal annual installments commencing December 9, 2026.
• On December 10, 2025, Scadina acquired 891 shares of common stock through the exercise/conversion of derivative securities at $0.00.
• Also on December 10, 2025, 492 shares of common stock were disposed of at $1,752.24 for tax withholding purposes.
• Following these transactions, Scadina directly beneficially owns 30,613 shares of common stock and indirectly owns 85,081 shares through the Scadina Revocable Trust.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions related to executive compensation, including the vesting of equity awards and tax-related share dispositions. These are standard occurrences and do not indicate a significant positive or negative shift in company fundamentals or outlook.

Positives

• Acquisition of 7,136 shares of common stock on December 9, 2025, and 891 shares on December 10, 2025, through the vesting and conversion of derivative securities.
• Grant of 1,256 new Restricted Stock Units on December 9, 2025, indicating continued equity compensation.
• Vesting of Market Share Units, Performance Share Units, and Restricted Stock Units, demonstrating the realization of long-term incentive compensation.

Negatives

• Disposition of 3,942 shares on December 9, 2025, at $1,751.69 and 492 shares on December 10, 2025, at $1,752.24 to cover tax liabilities, reducing direct beneficial ownership.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• Indirect beneficial ownership of 85,081 shares of common stock through the Scadina Revocable Trust.

Stakeholder Impact

• Shareholders: The transactions represent routine executive compensation activities and tax withholdings, which are standard and generally have minimal direct impact on the broader shareholder base. The disposition of shares for tax purposes slightly increases the public float.
• Employees: The vesting of equity awards demonstrates the company's ongoing executive compensation structure, which can be a positive signal for employee retention and motivation, particularly for those with similar equity incentives.

Key Dates

Keywords

FICO, Fair Isaac Corp, SEC Form 4, Insider Trading, Equity Compensation, Stock Vesting, Restricted Stock Units, Performance Share Units, Market Share Units, Executive Compensation, Mark R. Scadina