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Item 9A. Controls and Procedures

2025-11-07 compared with 2024-11-06 · 48 added, 114 removed, 153 unchanged (51% of the section changed)

12 unchanged sentences

Other Information

During the three months ended September 30, 2024 , 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).

Insider Trading Arrangements

On September 12, 2025 , Eva Manolis , a member of our Board of Directors , entered into a pre-arranged trading plan that is intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act.

This plan provides for the sale of up to 1,041 shares of our common stock in the aggregate, and terminates on the earlier of the close of business on February 27, 2026 or the date all shares are sold thereunder.

During the three months ended September 30, 2025, no other 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).

Amendment and Restatement of the Fair Isaac Supplemental Retirement and Savings Plan

Because we are filing this Annual Report on Form 10-K within four business days after the triggering event, we are reporting the following information in lieu of reporting on a Current Report on Form 8-K under Item 5.02 “Departure of Directors or Certain Officers;

Election of Directors;

Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers” and Item 9.01 “Financial Statements and Exhibits.”

On November 5, 2025, the LDCC and the Board approved an amendment and restatement of the Fair Isaac Supplemental Retirement and Savings Plan, effective January 1, 2026, to (a) change the base salary maximum deferral percentages to allow participants to defer up to 50% (instead of up to 25%) of their base salary (with the 75% limit for bonuses remaining the same);

(b) change the time and form of payment elections, giving participants the ability to make the following payment elections with respect to their deferrals from eligible compensation earned in that year:

(i) time of payment, at the earlier of (1) separation from service, or (2) at a specific date while still employed, and (ii) form of payment, with either (1) lump sum payment, or (2) installments of up to ten years;

(c) change the name from the Fair Isaac Supplemental Retirement and Savings Plan to the Fair Isaac Non-Qualified Deferred Compensation Plan (the “NQDC Plan”);

(d) allow participants to modify a previously made deferral election, in line with Section 409A of the Internal Revenue Code of 1986, as amended, and related rules limiting subsequent deferral elections;

and (e) change the Company’s matching contribution structure so that an individual receives the same matching contribution as provided under the Fair Isaac 401(k) Plan (the “401(k) Plan”), based on the matching contribution formula available under the 401(k) Plan, reduced by the amount of matching contributions actually received by the participant under the 401(k) Plan for that plan year.

The foregoing description of the NQDC Plan is a summary only and is qualified by reference to the full text of the NQDC Plan, which is attached hereto as Exhibit 10.37 and incorporated into this Item 9B by reference.

Amendment and Restatement of Certificate of Incorporation

Because we are filing this Annual Report on Form 10-K within four business days after the triggering event, we are reporting the following information in lieu of reporting on a Current Report on Form 8-K under Item 3.03 “Material Modification to Rights of Security Holders,” Item 5.03 “Amendments to Articles of Incorporation or Bylaws;

Change in Fiscal Year” and Item 9.01 “Financial Statements and Exhibits.”

On November 4, 2025, we filed a Certificate of Elimination (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware to eliminate from our Restated Certificate of Incorporation all matters set forth in the Certificate of Designation with respect to the Series A Participating Preferred Stock (the “Series A Preferred Stock”) previously filed with the Secretary of State of the State of Delaware on August 9, 2001.

The shares of Series A Preferred Stock were reserved for issuance upon the exercise of rights under a shareholder rights plan that is no longer in effect, and no shares of Series A Preferred Stock were ever issued or outstanding.

The Certificate of Elimination became effective upon filing.

On November 5, 2025, we filed with the Secretary of State of the State of Delaware a Restated Certificate of Incorporation to reflect the elimination from our Restated Certificate of Incorporation of all matters related to the Series A Preferred Stock as described above.

The Restated Certificate of Incorporation became effective upon filing.

The foregoing description of the Certificate of Elimination and the Restated Certificate of Incorporation is a summary only and is qualified by reference to the full texts of the Certificate of Elimination and the Restated Certificate of Incorporation, which are attached hereto as Exhibits 3.3 and 3.2, respectively, and incorporated into this Item 9B by reference.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Directors, Executive Officers and Corporate Governance

The required information regarding our Directors is incorporated by reference from the information under the caption “Our Director Nominees” in our 2025 Proxy Statement to be filed with the SEC within 120 days after September 30, 2024.

Our executive officers as of September 30, 2024 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 Officer and President, Infospace, Inc.

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

2001-2003, General Partner, General Atlantic LLC.

2000-2001, Chief Executive Officer, NBC Internet, Inc.

1998-2000, President/Chief Executive Officer, Fingerhut Companies, Inc.

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

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

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

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 July 2024 – present, Executive Vice President, Software of the Company.

August 2023 – July 2024, 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.

September 2019-August 2020, Vice President, Business Consulting of the Company.

April 2018-September 2019, Founder and Managing Partner, M Cubed Development, LLC.

August 2012-March 2018, Executive Vice President, American Savings Bank.

1987-2012, Senior partner and various positions, McKinsey & Company, Inc.

Deal November 2015 - present, Executive Vice President, Chief Human Resources Officer of the Company.

August 2007-November 2015, Senior Vice President, Chief Human Resources Officer of the Company.

January 2001-August 2007, Vice President, Human Resources of the Company.

1998-2001, Vice President, Human Resources, Arcadia Financial, Ltd.

1993-1998, managed broad range of human resources corporate and line consulting functions with U.S.

Leonard November 2011 - present, Vice President, Chief Accounting Officer of the Company.

November 2007-November 2011, Senior Director, Finance of the Company.

July 2000-November 2007, Director, Finance of the Company.

1998-2000, Controller of Natural Alternatives International, Inc.

1994-1998, various audit staff positions at KPMG LLP.

Scadina February 2009 - present, Executive Vice President, General Counsel and Corporate Secretary of the Company.

June 2007-February 2009, Senior Vice President, General Counsel and Corporate Secretary of the Company.

2003-2007, various senior positions including Executive Vice President, General Counsel and Corporate Secretary, Liberate Technologies, Inc.

1999-2003, various leadership positions including Vice President and General Counsel, Intertrust Technologies Corporation.

1994-1999, Associate, Pennie and Edmonds LLP.

Wehmann April 2012 - present, Executive Vice President, Scores of the Company.

November 2003-March 2012, Vice President/Senior Vice President, Global Marketing, Digital River, Inc.

March 2002-June 2003, Vice President, Marketing, Brylane, Inc.

September 2000-March 2002, Senior Vice President, Marketing, New Customer Acquisition, Bank One.

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

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 2025 Proxy Statement to be filed with the SEC within 120 days after September 30, 2024.

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.

The required information regarding our Directors is incorporated by reference from the information under the caption “Director Nominees” in our 2026 Proxy Statement to be filed with the SEC within 120 days after September 30, 2025.

Certain information with respect to our executive officers appears in Part I of this Annual Report on Form 10-K under the heading “Information about our Executive Officers.”

Information regarding compliance with Section 16(a) of the Securities Exchange Act, if applicable, is incorporated by reference from the information under the caption “Delinquent Section 16(a) Reports,” in our 2026 Proxy Statement to be filed with the SEC within 120 days after September 30, 2025.

Information regarding material changes, if any, to the procedures by which stockholders may recommend nominees to the Company’s Board of Directors is incorporated by reference from the information under the caption “Stockholder-Recommended Director Candidates” in our 2026 Proxy Statement to be filed with the SEC within 120 days after September 30, 2025.

FICO has adopted a Code of Ethics for Senior Financial Management that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, and other persons performing similar functions who have been identified by the Chief Executive Officer.

We have posted the Code of Ethics on our website located at www.fico.com.

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The required information regarding the Company’s insider trading policies is incorporated by reference from the information under the caption “ Insider Trading Policy ” in our 2026 Proxy Statement to be filed with the SEC within 120 days after September 30, 2025.

Our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

Executive Compensation

The information required by this Item is incorporated by reference from the information under the captions “Director Compensation for Fiscal 2024” and “Executive Compensation” in our 2025 Proxy Statement to be filed with the SEC within 120 days after September 30, 2024.

The information required by this Item is incorporated by reference from the information under the captions “Director Compensation Programs,” “Executive Compensation” and “Interlocks and Insider Participation” in our 2026 Proxy Statement to be filed with the SEC within 120 days after September 30, 2025.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item is incorporated by reference from the information under the caption “Security Ownership of Certain Beneficial Owners and Management” and “Executive Compensation Plan Information” in our 2025 Proxy Statement to be filed with the SEC within 120 days after September 30, 2024.

The information required by this Item is incorporated by reference from the information under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in our 2026 Proxy Statement to be filed with the SEC within 120 days after September 30, 2025.

Certain Relationships and Related Transactions, and Director Independence

The information required by this Item is incorporated by reference from the information under the caption “Certain Relationships and Related Persons Transactions” in our 2025 Proxy Statement to be filed with the SEC within 120 days after September 30, 2024.

The information required by this Item is incorporated by reference from the information under the captions “Certain Relationships and Related Persons Transactions,” “Board Committees” and “Director Nominees” in our 2026 Proxy Statement to be filed with the SEC within 120 days after September 30, 2025.

Principal Accountant Fees and Services

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(Incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q for the quarter ended December 31, 2009.)

3.2 Composite Restated Certificate of Incorporation of Fair Isaac Corporation.

(Incorporated by reference to Exhibit 3.2 to the Company’s Form 10-Q for the quarter ended December 31, 2009.)

3.2* Restated Certificate of Incorporation of Fair Isaac Corporation, dated November 5, 2025.

3.3* Certificate of Elimination of Series A Participating Preferred Stock of Fair Isaac Corporation.

4.1 Description of Securities of Registrant Registered Under Section 12 of the Securities Exchange Act of 1934.

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(Incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed December 17, 2021).

4.5 Indenture dated as of May 13, 2025, by and between the Company and U.S.

Bank Trust Company, National Association, as trustee, which includes the form of 6.000% Senior Notes due 2033.

(Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed May 13, 2025.)

10.1 Fair Isaac Supplemental Retirement and Savings Plan, as amended and restated effective January 1, 2009.

20 unchanged sentences

(Incorporated by reference to Exhibit 4.3 of the Company's Registration Statement on Form S-8, filed with the SEC on March 6, 2020.) (1)

10.15 Form of Employee Non-Statutory Stock Option Agreement (U.S.) under the 2012 Long-Term Incentive Plan.

(Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended March 31, 2012.) (1)

10.16 Form of Employee Restricted Stock Unit Award Agreement (U.S.) under the 2012 Long-Term Incentive Plan.

(Incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended March 31, 2012.) (1)

10.17 Form of Employee Non-Statutory Stock Option Agreement (International) under the 2012 Long-Term Incentive Plan.

(Incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q for the quarter ended March 31, 2012.) (1)

10.18 Form of Employee Restricted Stock Unit Award Agreement (International) under the 2012 Long-Term Incentive Plan.

(Incorporated by reference to Exhibit 10.5 to the Company’s Form 10-Q for the quarter ended March 31, 2012.) (1)

10.19 Form of Employee Non-Statutory Stock Option Agreement under the 2012 Long-Term Incentive Plan.

(Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended December 31, 2016.) (1)

10.20 Form of Employee Restricted Stock Unit Award Agreement under the 2012 Long-Term Incentive Plan.

(Incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended December 31, 2016.) (1)

10.21 Form of Executive Non-Statutory Stock Option Agreement under the 2012 Long-Term Incentive Plan.

(Incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q for the quarter ended December 31, 2016.) (1)

10.12 Form of Executive Non-Statutory Stock Option Agreement under the 2012 Long-Term Incentive Plan (U.S.), as amended November 6, 2018.

(Incorporated by reference to Exhibit 10.30 to the Company’s Form 10-K for the fiscal year ended September 30, 2018.) (1)

10.23 Form of Executive Restricted Stock Unit Award Agreement under the 2012 Long-Term Incentive Plan.

(Incorporated by reference to Exhibit 10.5 to the Company’s Form 10-Q for the quarter ended December 31, 2016.) (1)

10.24 Form of Executive Restricted Stock Unit Award Agreement under the 2012 Long-Term Incentive Plan (U.S.), as amended November 8, 2018.

(Incorporated by reference to Exhibit 10.32 to the Company’s Form 10-K for the fiscal year ended September 30, 2018.) (1)

10.25 Form of Employee Non Statutory Stock Option Agreement (International) under the 2012 Long-Term Incentive Plan.

(Incorporated by reference to Exhibit 10.6 to the Company’s Form 10-Q for the quarter ended December 31, 2016.) (1)

10.26 Form of Employee Non Statutory Stock Option Agreement (United Kingdom) under the 2012 Long-Term Incentive Plan.

(Incorporated by reference to Exhibit 10.7 to the Company’s Form 10-Q for the quarter ended December 31, 2016.) (1)

10.27 Form of Employee Restricted Stock Unit Award Agreement (International) under the 2012 Long-Term Incentive Plan.

(Incorporated by reference to Exhibit 10.8 to the Company’s Form 10-Q for the quarter ended December 31, 2016.) (1)

10.28 Form of Employee Restricted Stock Unit Award Agreement (United Kingdom) under the 2012 Long-Term Incentive Plan.

(Incorporated by reference to Exhibit 10.9 to the Company’s Form 10-Q for the quarter ended December 31, 2016.) (1)

10.13 Form of Director Non-Statutory Stock Option Agreement under the 2012 Long-Term Incentive Plan.

(Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended March 31, 2017.) (1)

10.30 Form of Director Restricted Stock Unit Award Agreement under the 2012 Long-Term Incentive Plan.

(Incorporated by reference by Exhibit 10.7 to the Company's Form 10-Q for the quarter ended March 31, 2012.) (1)

10.31 Form of Director Non-Statutory Stock Option Agreement under the 2012 Long-Term Incentive Plan.

(Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended March 31, 2017.) (1)

10.32 Form of Director Restricted Stock Unit Award Agreement under the 2012 Long-Term Incentive Plan.

(Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended March 31, 2017.) (1)

10.33 Form of Performance Share Unit Award Agreement (fiscal 2017 grants) under the 2012 Long-Term Incentive Plan.

(Incorporated by reference to Exhibit 10.10 to the Company’s Form 10-Q for the quarter ended December 31, 2016.) (1)

10.34 Form of Performance Share Unit Agreement (fiscal 2018) under the 2012 Long-Term Incentive Plan.

(Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended December 31, 2017.) (1)

10.35 Form of Performance Share Unit Agreement under the 2012 Long-Term Incentive Plan.

(Incorporated by reference to Exhibit 10.44 to the Company’s Form 10-K for the fiscal year ended September 30, 2018.) (1)

10.36 Form of Performance Share Unit Agreement under the 2012 Long-Term Incentive Plan.

(Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended December 31, 2019.) (1)

10.37 Form of Market Share Unit Award Agreement (fiscal 2016 grants) under the 2012 Long-Term Incentive Plan.

(Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended December 31, 2015.) (1)

10.38 Form of Market Share Unit Agreement (fiscal 2017 grants) under the 2012 Long-Term Incentive Plan.

(Incorporated by reference to Exhibit 10.11 to the Company’s Form 10-Q for the quarter ended December 31, 2016.) (1)

10.39 Form of Market Share Unit Agreement (fiscal 2018 grants) under the 2012 Long-Term Incentive Plan.

(Incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended December 31, 2017.) (1)

10.40 Form of Market Share Unit Agreement under the 2012 Long-Term Incentive Plan.

(Incorporated by reference to Exhibit 10.48 to the Company’s Form 10-K for the fiscal year ended September 30, 2018.) (1)

10.14 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)

10.42 Letter Agreement dated August 26, 2020 by and between the Company and Stephanie Covert .

(Incorporated by reference to Exhibit 10.58 to the Company’s Form 10-K for the fiscal year ended September 30, 2020.) (1)

10.15 Letter Agreement dated August 26, 2020 by and between the Company and Thomas A.

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10.19 Third 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 June 13, 2024 (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 14, 2024).

10.20 Third Amended and Restated Credit Agreement among the Company, the lenders party thereto, Wells Fargo Bank National Association, Wells Fargo Securities, LLC and BofA Securities, Inc., dated May 13, 2025.

(Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed May 13, 2025.)

10.21 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).

19 unchanged sentences

10.36 Letter Agreement, dated as of August 22, 2023, by and between the Company and Nikhil Behl (Incorporated by reference to Exhibit 10.64 to the Company’s Form 10-K for the fiscal year ended September 30, 2023) (1).

10.64 Letter Agreement, dated November 2, 2023, between Stephanie Covert and the Company (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on November 8, 2023) (1).

19.1* Fair Isaac Corporation Statement of Company Policy as to Trades in the Company’s Securities By Company Personnel and Confidential Information

10.37* Fair Isaac Non-Qualified Deferred Compensation Plan (1).

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

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

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

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

19.1 Fair Isaac Corporation Statement of Company Policy as to Trades in the Company’s Securities By Company Personnel and Confidential Information (Incorporated by reference to Exhibit 19.1 to the Company’s Form 10-K for the fiscal year ended September 30, 2024).

21.1* List of Company’s subsidiaries.

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* Filed herewith.

** Furnished herewith.

Form 10-K Summary

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KELLY Director November 7, 2025

KIRSNER Director November 6, 2024

/s/ EVA MANOLIS Director November 7, 2025

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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