What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-11-08 compared with 2022-11-09 · 42 added, 25 removed, 233 unchanged (22% of the section changed)

12 unchanged sentences

Other Information

Not applicable.

During the three months ended September 30, 2023 , none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , modified or terminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

2 unchanged sentences

The required information regarding our Directors is incorporated by reference from the information under the caption “Our Director Nominees” in our 2024 Proxy Statement to be filed with the SEC within 120 days after September 30, 2023.

Our current executive officers are as follows:

Our executive officers as of October 31, 2023 were as follows:

Name Positions Held Age

Lansing January 2012 - present, Chief Executive Officer and member of the Board of Directors of the Company.

February 2009-November 2010, Chief Executive Offer and President, Infospace, Inc.

February 2009-November 2010, Chief Executive Officer and President, Infospace, Inc.

2004-2007, Chief Executive Officer and President, ValueVision Media, Inc.

3 unchanged sentences

1996-1998, Vice President, Corporate Business Development, General Electric Company.

1996, Executive Vice President, Chief Operating Office, Prodigy, Inc.

1996, Executive Vice President, Chief Operating Officer, Prodigy, Inc.

1986-1995, various positions, McKinsey & Company, Inc.

McLaughlin August 2019-present, Executive Vice President, Chief Financial Officer of the Company.

May 2007-August 2019, Managing Director, Head of Technology Corporate Finance of Morgan Stanley.

January 2004-May 2007, Managing Director, Head of Enterprise Systems and Supply Chain Coverage of BofA Securities.

January 2001-January 2004, Executive Director, Head of Enterprise Hardware and Supply Chain of UBS Investment Bank.

1997-2001, founder and co-Chief Executive Officer of Stampede Ventures, LLC.

1993-1997, Vice President of Montgomery Securities.

1990-1993, Associate of The First Boston Corporation.

1986-1988, Analyst of The First Boston Corporation.

Weber May 2023 – present, Executive Vice President, Chief Financial Officer of the Company.

January 2023 – May 2023, Vice President, Interim Chief Financial Officer of the Company.

March 2021 – January 2023, Vice President, Treasurer, Tax and Investor Relations of the Company.

November 2010 – March 2021, Vice President of Investor Relations and Treasurer of the Company.

April 2003 – November 2010, various positions with the Company.

September 2001 – April 2003, Senior Financial Analyst, Metris Companies.

1990 – 2001, various positions, Foodservice News.

Nikhil Behl August 2023 – present, Executive Vice President, Chief Marketing Officer of the Company.

April 2014 – August 2023, Vice President, Chief Marketing Officer of the Company.

October 2013 – April 2014, Consultant to the Company.

February 2012 – October 2013, Chief Executive Officer of Supplizer.

August 2011 – January 2012, Chief Executive Officer of Zoostores.com.

July 2010 – August 2011, Chief Executive Officer – Mercantila Business Unit of Infospace.

2007 – 2010, Chief Merchandising Officer of Mercantila.

1995 – June 2007, various positions, including VP Sales & Operations and VP Sales & Customer Service, Home & Home Office Store of Hewlett Packard.

Bowers August 2020-present, Executive Vice President, Corporate Strategy of the Company.

32 unchanged sentences

1993-2000, various roles, including Senior Vice President, Marketing, Fingerhut Companies, Inc.

The required information regarding compliance with Section 16(a) of the Securities Exchange Act is incorporated by reference from the information in our 2023 Proxy Statement to be filed with the SEC within 120 days after September 30, 2022.

Information regarding compliance with Section 16(a) of the Securities Exchange Act, as applicable, and regarding material changes, if any, to the procedures by which shareholders may recommend nominees to the Company’s Board of Directors is incorporated by reference from the information in our 2024 Proxy Statement to be filed with the SEC within 120 days after September 30, 2023.

FICO has adopted a Code of Ethics for Senior Financial Management that applies to the Company’s Chief Executive Officer, Chief Financial Officer, Controller and other employees performing similar functions who have been identified by the Chief Executive Officer.

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(Incorporated by reference to Exhibit 10.10 of the Company’s Form 10-K for the fiscal year ended September 30, 2008.) (1)

10.5 Form of Indemnity Agreement entered into by the Company with the Company’s directors and executive officers.

10.5 Form of Indemnity Agreement entered into by the Company with the Company’s directors.

(Incorporated by reference to Exhibit 10.49 to the Company’s Form 10-K for the fiscal year ended September 30, 2002.) (1)

71 unchanged sentences

(Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 24, 2019.) (1)

10.42 Letter Agreement dated August 21, 2019 by and between the Company and Claus Moldt (Incorporated by reference to Exhibit 10.57 to the Company’s Form 10-K for the fiscal year ended September 30, 2019.) (1)

10.42 Fair Isaac Corporation 2019 Employee Stock Purchase Plan (Incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 filed March 4, 2019.) (1)

7 unchanged sentences

10.47 First Amendment to Second Amended and Restated Credit Agreement among the Company, the several banks and other financial institutions from time to time parties thereto, and Wells Fargo Bank, National Association, as administrative agent, dated as of October 20, 2021 (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on October 21, 2021).

10.48 Second Amendment to Second Amended and Restated Credit Agreement among the Company, the several banks and other financial institutions from time to time parties thereto, and Wells Fargo Bank, National Association, as administrative agent, dated as of November 3, 2022 (Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended December 31, 2022).

10.49 Fair Isaac Corporation 2021 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 filed on March 3, 2021) (1).

3 unchanged sentences

10.53 Form of Executive Non-Statutory Stock Option Agreement (U.S.) under the 2021 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.5 to the Company’s Form 10-Q for the quarter ended March 31, 2021) (1).

10.54 Form of Global Employee Restricted Stock Unit Award Agreement under the 2021 Long-Term Incentive Plan.

(Incorporated by reference to Exhibit 10.6 to the Company’s Form 10-Q for the quarter ended March 31, 2021) (1).

10.55 Form of Global Employee Non-Statutory Stock Option Agreement under the 2021 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.7 to the Company’s Form 10-Q for the quarter ended March 31, 2021) (1).

10.54 Form of Performance Share Unit Agreement under the 2021 Long-Term Incentive Plan.

2 unchanged sentences

(Incorporated by reference to Exhibit 10.56 to the Company’s Form 10-K for the fiscal year ended September 30, 2021) (1).

10.58 Letter Agreement dated January 6, 2022 by and between the Company and Claus Moldt.

(Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on January 10, 2022) (1)

10.56 Form of Indemnification Agreement between the Company and its executive officers (Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended March 31, 2023) (1).

10.57 Letter Agreement, effective May 15, 2023, by and between the Company and Steven P.

Weber (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on May 15, 2023) (1).

10.58 Market Share Unit Agreement, dated June 5, 2023, by and between the Company and William J.

Lansing (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 7, 2023) (1).

10.59 Non-Statutory Stock Option Agreement, dated June 5, 2023, by and between the Company and William J.

Lansing (Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on June 7, 2023) (1).

10.60* Form of Executive Restricted Stock Unit Award Agreement (U.S.) under the 2021 Long-Term Incentive Plan (for Executive Vice Presidents and above) (1).

10.61* Form of Executive Non-Statutory Stock Option Agreement (U.S.) under the 2021 Long-Term Incentive Plan (for Executive Vice Presidents and above) (1).

10.62* Form of Executive Performance Share Unit Agreement under the 2021 Long-Term Incentive Plan (for Executive Vice Presidents and above) (1).

10.63* Form of Executive Market Share Unit Agreement under the 2021 Long-Term Incentive Plan (for Executive Vice Presidents and above) (1).

10.64* Letter Agreement, dated as of August 22, 2023, by and between the Company and Nikhil Behl (1).

21.1* List of Company’s subsidiaries.

4 unchanged sentences

32.2* Section 1350 Certification of CFO.

97.1* Compensation Recovery Policy (1).

101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

10 unchanged sentences

FAIR ISAAC CORPORATION

By /s/ MICHAEL I.

By /s/ STEVEN P.

Executive Vice President

2 unchanged sentences

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael I.

McLaughlin his or her attorney-in-fact, with full power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Steven P.

Weber his or her attorney-in-fact, with full power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

3 unchanged sentences

November 8, 2023

/s/ MICHAEL I.

MCLAUGHLIN Executive Vice President and

/s/ STEVEN P.

WEBER Executive Vice President and

Chief Financial Officer

13 unchanged sentences

REY Director November 8, 2023

TAYLOE STANSBURY Director November 8, 2023

Tayloe Stansbury

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures