LANSING WILLIAM J 4

What Happened

• William J. Lansing, President & CEO and Director of Fair Isaac (FICO), had 784 market-share units convert to common shares. Of those, 236 shares were surrendered to cover tax withholding (disposed) for a reported value of $268,410 (price used: $1,137.33/share). The remaining 548 shares were issued but must be retained under the award's retention terms.

Key Details

• Transaction dates: grant/reporting recorded June 4, 2026; conversion/exercise and tax withholding occurred June 5, 2026. Filing date: June 8, 2026.
• Exercise/conversion: 784 shares @ $0.00 (derived from vested market-share units).
• Tax withholding (disposition): 236 shares @ $1,137.33 = $268,410.
• Net shares issued to Lansing: 548 shares; per the filing these 548 shares must be retained until June 5, 2028 (see footnote).
• Footnotes summary:
  • F1: Net 548 shares issued under the June 5, 2023 retention MSU grant must be retained until June 5, 2028.
  • F2: Each market share unit entitles the holder to one share, subject to continued employment.
  • F3: The reported units come from a June 5, 2023 retention award (19,576 MSUs total) that vests in installments based on performance; 2026 performance criteria were met.
  • F4: No expiration date.
• Shares owned after transaction: not disclosed in this Form 4.

Context

• These were vested market-share units (not an open-market purchase). The $0.00 exercise price indicates conversion of awarded units rather than buying stock. The 236-share disposition was to satisfy tax withholding — a routine administrative sale, not necessarily a discretionary stock sale for cash.
• This filing reports executive compensation vesting tied to company performance. For retail investors, awards being paid out because performance criteria were met can be seen as a sign management targets were achieved, but the tax-withholding sale should not be interpreted as a directional bet by the CEO.