Behl Nikhil 4

What Happened

• Nikhil Behl, President, Software at Fair Isaac Corp (FICO), had 2,194 restricted stock units (RSUs) convert to common shares on May 23, 2026. The conversion was reported as an exercise/conversion of a derivative (code M) at $0.00 per share (no exercise price).
• To cover the tax liability on the vesting, 998 shares were withheld by the company (code F) at $1,239.91 per share, totaling $1,237,430. After withholding, Behl received a net 1,196 shares. There was also a line showing the derivative converted/removed (2,194 shares) reflecting the RSU settlement.

Key Details

• Transaction date: 2026-05-23; Filing date: 2026-05-27.
• Vesting/conversion: 2,194 RSUs → 2,194 shares (reported at $0.00 per share).
• Tax withholding: 998 shares withheld at $1,239.91/share = $1,237,430 (disposed by withholding).
• Net shares delivered to Behl: 1,196 shares.
• Shares owned after transaction: not specified in the filing.
• Notable footnotes:
  • F1: 1,604 shares were transferred from Behl’s direct ownership to the Trust of Nikhil & Malvika Behl.
  • F2: Withholding was used to satisfy taxes on the vested RSUs.
  • F3: Filing notes 16.6130 shares acquired under FICO’s ESPP on 02/27/2026.
  • F4–F5: Each RSU equals one share contingent on continued employment; the grant vests in four equal annual installments starting 05/23/2023.
  • F6: No expiration date.
• Transaction codes: M = exercise/conversion of derivative (RSU settlement); F = company share withholding for taxes.

Context

• This was a routine RSU vesting and settlement, not an open-market sale or purchase; withholding of shares to pay taxes is common and does not necessarily indicate a change in insider sentiment.
• Because the RSUs converted at $0.00, there was no cash exercise price; the only value realized was the shares issued and the tax withholding.
• The filing documents transfers and withholding related to compensation; it does not show a discretionary sale of shares for cash.