Executive Vice President Deal Richard converted options into 8,027 shares and covered exercise/tax liability with 3,583 shares (SEC Form 4)
$FICO
Real Estate
Real Estate
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FAIR ISAAC CORP [ FICO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/09/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 12/09/2025 | M | 7,136 | A | $0.00 | 63,585 | I | The Richard S. Deal Revocable Trust | ||
| Common Stock | 12/09/2025 | F | 3,178(1) | D | $1,751.69 | 60,407 | I | The Richard S. Deal Revocable Trust | ||
| Common Stock | 12/10/2025 | M | 891 | A | $0.00 | 61,298 | I | The Richard S. Deal Revocable Trust | ||
| Common Stock | 12/10/2025 | F | 405(1) | D | $1,752.24 | 60,893 | I | The Richard S. Deal Revocable Trust | ||
| Common Stock | 0 | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Market Share Units | (2) | 12/09/2025 | M | 1,662 | 12/09/2023(3) | (4) | Common Stock | 1,662 | $0.00 | 0 | D | ||||
| Market Share Units | (2) | 12/09/2025 | M | 1,020 | 12/09/2024(3) | (4) | Common Stock | 1,020 | $0.00 | 563 | D | ||||
| Performance Share Units | (5) | 12/09/2025 | M | 1,662 | 12/09/2023(6) | (4) | Common Stock | 1,662 | $0.00 | 0 | D | ||||
| Performance Share Units | (5) | 12/09/2025 | M | 1,128 | 12/09/2024(6) | (4) | Common Stock | 1,128 | $0.00 | 1,126 | D | ||||
| Performance Share Units | (5) | 12/09/2025 | M | 412 | 12/09/2025(6) | (4) | Common Stock | 412 | $0.00 | 823 | D | ||||
| Restricted Stock Units | (7) | 12/09/2025 | M | 623 | 12/09/2023(8) | (4) | Common Stock | 623 | $0.00 | 623 | D | ||||
| Restricted Stock Units | (7) | 12/09/2025 | M | 423 | 12/09/2024(8) | (4) | Common Stock | 423 | $0.00 | 845 | D | ||||
| Restricted Stock Units | (7) | 12/09/2025 | M | 206 | 12/09/2025(8) | (4) | Common Stock | 206 | $0.00 | 616 | D | ||||
| Restricted Stock Units | (7) | 12/09/2025 | A | 1,256 | 12/09/2026(8) | (4) | Common Stock | 1,256 | $0.00 | 1,256 | D | ||||
| Restricted Stock Units | (7) | 12/10/2025 | M | 891 | 12/10/2022(8) | (4) | Common Stock | 891 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. Shares withheld by Company for payment of taxes due at vesting from earned market share units, earned performance share units and restricted stock units. |
| 2. Each earned market share unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment. |
| 3. The market share units vest in three equal annual installments commencing on this date and one share will be delivered to the reporting person for each vested unit as soon as practicable thereafter. |
| 4. No expiration date. |
| 5. Each earned performance share unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment. |
| 6. The performance share units vest in three equal annual installments commencing on this date and one share will be delivered to the reporting person for each vested unit as soon as practicable thereafter. |
| 7. Each restricted stock unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment. |
| 8. The restricted stock units vest in four equal annual installments commencing on this date and vested shares will be delivered to the reporting person as soon as practicable thereafter. |
| Remarks: |
| /s/ Carrie H. Darling, Attorney-in-fact | 12/11/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||