Form 4: FICO Software President Reports Equity Transactions

Nikhil Behl, President of Software at Fair Isaac Corp, reported multiple acquisitions of common stock through vesting of equity awards and subsequent tax-related dispositions.

Summary

• Nikhil Behl, President, Software at Fair Isaac Corp (FICO), reported transactions involving common stock.
• On December 9, 2025, Behl acquired 2,800 shares of common stock at $0.00 per share through the vesting of various equity awards.
• Concurrently on December 9, 2025, 1,426 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, an additional 468 shares of common stock were acquired at $0.00 per share through vesting.
• On the same date, December 10, 2025, 238 shares were disposed of at $1,752.24 per share for tax withholding purposes.
• Following these transactions, Behl directly holds 1,655.1601 shares of common stock and indirectly holds 15,424 shares through a trust.
• The filing also details the vesting of various derivative securities, including Market Share Units, Performance Share Units, and Restricted Stock Units, with vesting dates ranging from 2022 to 2026.
• A new grant of 1,449 Restricted Stock Units was acquired on December 9, 2025, with a vesting commencement date of December 9, 2026.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. While there are dispositions for tax purposes, these are a standard part of equity compensation. The underlying event is the vesting of significant equity awards and a new grant of RSUs, indicating continued compensation and alignment of interests with shareholders.

Positives

• Acquisition of 2,800 shares of common stock on December 9, 2025, and 468 shares on December 10, 2025, through the vesting of equity awards, indicating continued compensation and ownership.
• A new grant of 1,449 Restricted Stock Units was acquired on December 9, 2025, with vesting commencing December 9, 2026, demonstrating ongoing incentive compensation.
• The transactions were made pursuant to a Rule 10b5-1(c) plan, indicating pre-planned and automated transactions.

Negatives

• Disposition of 1,426 shares at $1,751.69 and 238 shares at $1,752.24 to cover tax obligations associated with the vesting of equity awards.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders: The transactions reflect standard executive compensation practices, aligning management's interests with shareholder value through equity ownership. The tax-related sales are a routine part of this process and do not indicate a change in sentiment or strategy.
• Employees: The equity awards (MSUs, PSUs, RSUs) are a form of incentive compensation, which can motivate executives and potentially set a precedent for broader employee compensation structures.

Next Steps

• Future vesting of Market Share Units in three equal annual installments commencing December 9, 2024.
• Future vesting of Performance Share Units in three equal annual installments commencing on their respective exercisable dates (e.g., December 9, 2024, December 9, 2025).
• Future vesting of Restricted Stock Units in four equal annual installments commencing on their respective exercisable dates (e.g., December 9, 2023, December 9, 2024, December 9, 2025, December 9, 2026).

Key Dates

Keywords

FICO, Fair Isaac Corp, Nikhil Behl, Insider Trading, Form 4, Equity Awards, Restricted Stock Units, Performance Share Units, Market Share Units, Stock Vesting, Executive Compensation