Form 4: FICO EVP Thomas Bowers Reports Insider Stock Transactions

Sentiment:

Insider Transaction Report 11 December 2025 6:49 PM

Fair Isaac Corp's Executive Vice President, Thomas A. Bowers, reported multiple transactions involving common stock, market share units, performance share units, and restricted stock units, including shares withheld for tax obligations.

Summary

Thomas A. Bowers, Executive Vice President of Fair Isaac Corp (FICO), reported several transactions on December 9 and 10, 2025.
On December 9, 2025, Bowers acquired 4,378 shares of common stock through the exercise/conversion of derivative securities at a price of $0.00.
Concurrently, 2,420 shares of common stock were disposed of at $1,751.69 to cover tax obligations related to vesting.
Derivative transactions on December 9, 2025, included the exercise/conversion of 1,246 Market Share Units (vesting commenced 12/09/2023), 611 Market Share Units (vesting commenced 12/09/2024), 1,246 Performance Share Units (vesting commenced 12/09/2023), 676 Performance Share Units (vesting commenced 12/09/2024), 225 Performance Share Units (vesting commenced 12/09/2025), and 374 Restricted Stock Units (vesting commenced 12/09/2023).
Additionally, 1,936 Non-Qualified Stock Options were acquired on December 9, 2025, with an exercise price of $1,751.69, vesting in four equal annual installments commencing on this date.
On December 10, 2025, Bowers acquired 446 shares of common stock through the exercise/conversion of derivative securities at a price of $0.00.
247 shares of common stock were disposed of at $1,752.24 to cover tax obligations related to vesting.
446 Restricted Stock Units were exercised/converted on December 10, 2025, with vesting having commenced on 12/10/2022.
Following these transactions, Bowers directly beneficially owns 12,131 shares of common stock and indirectly owns 10 shares through the Thomas A. Bowers Revocable Trust.
Remaining derivative holdings include 338 Market Share Units, 676 and 448 Performance Share Units, 374 Restricted Stock Units, and 1,936 Non-Qualified Stock Options.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions related to equity award vesting and tax withholding, which are neutral in sentiment and expected course of business for executive compensation.

Positives

Executive Vice President Thomas A. Bowers continues to hold a significant number of shares and derivative securities, indicating ongoing alignment with shareholder interests.
The acquisition of 1,936 Non-Qualified Stock Options suggests continued incentive for long-term performance.

Negatives

The disposal of 2,420 shares at $1,751.69 and 247 shares at $1,752.24 were for tax withholding purposes, which is a routine event for vesting equity awards and not indicative of a negative outlook.

Future Outlook

Industry Context

Related Party Transactions

Indirect beneficial ownership of 10 shares of Common Stock through the Thomas A. Bowers Revocable Trust U/A DTD 1/5/2005.

Stakeholder Impact

Shareholders: Routine insider transactions related to compensation are generally not expected to have a significant direct impact on shareholders, as they reflect standard executive compensation practices.
Employees: The equity awards and their vesting schedules are part of the company's compensation structure, which can influence employee retention and motivation, particularly for executives.

Next Steps

Delivery of vested shares to the reporting person as soon as practicable after vesting dates.
Future vesting of remaining Market Share Units, Performance Share Units, Restricted Stock Units, and Non-Qualified Stock Options according to their respective schedules.

Key Dates

Date	Description
2005-01-05	Date of the Thomas A. Bowers Revocable Trust Agreement.
2022-12-10	Commencement date for vesting of certain Restricted Stock Units.
2023-12-09	Commencement date for vesting of certain Market Share Units, Performance Share Units, and Restricted Stock Units.
2024-12-09	Commencement date for vesting of certain Market Share Units and Performance Share Units.
2025-12-09	Date of earliest transaction reported, involving acquisition of common stock, disposal for taxes, and exercise/conversion of various derivative securities, including the acquisition of Non-Qualified Stock Options.
2025-12-10	Date of additional transactions, involving acquisition of common stock and disposal for taxes, and exercise/conversion of Restricted Stock Units.
2025-12-11	Signature date of the reporting person's attorney-in-fact.
2026-12-09	Commencement date for vesting of Non-Qualified Stock Options.
2032-12-08	Expiration date of Non-Qualified Stock Options.

Recommendation

hold

This Form 4 filing details routine insider transactions for an executive, primarily involving the vesting of equity awards and subsequent sales to cover tax obligations. Such transactions are standard compensation events and do not typically signal a change in the company's fundamental outlook or the executive's confidence. Therefore, based solely on this filing, a seasoned investor would likely maintain their current position, as there is no new information to warrant a 'buy' or 'sell' recommendation.

Keywords

Fair Isaac Corp, FICO, Thomas A. Bowers, SEC Form 4, Insider Trading, Stock Options, Restricted Stock Units, Performance Share Units, Market Share Units, Executive Compensation, Equity Awards, Beneficial Ownership

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