SEC Filing Analysis: FAIR ISAAC CORP (FICO)

Executive Summary

• Trading Significance: Low
• Key Takeaway: An executive at Fair Isaac Corp disposed of shares worth approximately $6.9 million to cover tax obligations arising from the vesting of equity awards. This is a routine, non-discretionary transaction.
• Market Impact: The transaction is expected to have a neutral market impact due to its non-discretionary nature and small size relative to the company's market capitalization.

Company Information

Field	Value
Company	FAIR ISAAC CORP
Ticker Symbol	FICO
CIK	0000814547
Industry	SERVICES-BUSINESS SERVICES, NEC

Insider Information

Field	Value
Name	Scadina Mark R
CIK	0001402460
Title/Position	EVP, Gen. Counsel & Sec.
Relationship	Officer

Transaction Details

Field	Value
Form Type	4
Transaction Date	2025-12-09
Transaction Code	F - Payment of tax liability by withholding securities
Security Type	Common Stock
Shares Involved	3,942
Price Per Share	$1751.69
Total Value	$6,905,563.98
Shares Owned After	115,694 (Total Direct & Indirect)
Ownership Type	Direct

Financial Impact Assessment

Transaction Materiality

Metric	Value
Transaction Value	$6,905,564
% of Market Cap	0.017%
Shares Transacted	3,942
% of Shares Outstanding	0.016%
Post-Transaction Ownership	115,694 shares (0.48% of outstanding)
Materiality Assessment	Low

Impact Evaluation

• Market Cap Context: For a company with a market capitalization of $41.29 billion, a $6.9 million transaction is immaterial, representing only 0.017% of the company's value.
• Ownership Concentration: The insider's total post-transaction ownership of 115,694 shares constitutes approximately 0.48% of the total shares outstanding, which is a substantial holding but does not represent a controlling stake.
• Dilution Impact: The filing details the vesting of previously granted units (M code), which are then partially sold to cover taxes (F code). The net acquisition of shares by the insider has a negligible dilutive effect on existing shareholders.
• Transaction Significance: The transaction is classified as having low significance. Despite the large absolute dollar value, its size relative to both market cap and shares outstanding is well below the thresholds for moderate or high significance. Furthermore, its classification as a tax-related withholding (Code F) indicates it is not a discretionary trade based on market sentiment.

Market Impact Analysis

Stock Impact Prediction

• Direction: Neutral
• Reasoning: The transaction is a 'sell-to-cover' action to pay taxes on vested equity awards. This is a standard, automated part of executive compensation and does not signal a change in the insider's outlook on the company.

Volume & Sentiment

• Expected Volume Impact: Negligible. The transaction is a withholding by the company, not an open-market sale that would affect trading volume.
• Sentiment Indicator: Neutral. The market typically understands that 'F' code transactions are for tax purposes and do not carry the same weight as discretionary open-market sales.

Additional Context

Transaction Notes

• Special Circumstances: The filing includes multiple transactions. The primary events are the vesting of various types of stock units (Market Share, Performance, and Restricted), followed by the automatic withholding of a portion of those shares to satisfy tax liabilities, as noted in Footnote F1.
• Market Environment: This is a routine executive compensation event and is not tied to any specific market conditions.