FAIR ISAAC CORP Reports Material Event

Fair Isaac Corporation completed a private offering of $1.0 billion aggregate principal amount of 6.250% Senior Notes due 2034.

Rhea-AI Filing Summary

Fair Isaac Corporation completed a private offering of $1.0 billion aggregate principal amount of 6.250% Senior Notes due 2034. These senior unsecured notes pay interest semi-annually starting on September 15, 2026 and mature on September 15, 2034.

The company plans to use the net proceeds to repay borrowings under its Third Amended and Restated Credit Agreement, redeem in full $400 million of 5.25% Senior Notes due 2026, pay related fees and expenses, and for general corporate purposes, which may include share repurchases. The notes include optional redemption features, change of control repurchase rights at 101% of principal, and customary covenants and events of default described in the Indenture.

Insights

Corporate credit analyst

Fair Isaac refinances with $1B 8-year senior notes at 6.25%.

Fair Isaac issued $1.0 billion of senior unsecured notes at a fixed 6.250% coupon, maturing in 2034. The deal is structured as a Rule 144A/Reg S private offering to institutional and non-U.S. investors, with no subsidiary guarantees at issuance.

Proceeds are earmarked to repay borrowings under the existing credit agreement and redeem $400 million of 5.25% notes due 2026, with the balance for fees, expenses and general corporate uses, including potential share repurchases. This shifts part of the company’s debt stack into longer-term fixed-rate capital.

The Indenture adds limitations on liens, sale/leasebacks, subsidiary debt and major asset sales, plus change-of-control protection at 101% of principal and standard default triggers tied to missed payments, covenant breaches, large judgments and cross-acceleration of other debt over $100.0 million. Future filings will clarify how overall leverage and interest expense evolve as this capital structure change seasons.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/20/2026 - 05:26 PM EDT Learn about SEC filing dates

FAIR ISAAC CORP false 0000814547 0000814547 2026-03-20 2026-03-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 20, 2026

FAIR ISAAC CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		001-11689		94-1499887
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5 West Mendenhall, Suite 105 Bozeman, Montana		59715
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 406-982-7276

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value per share		FICO		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Offering of Senior Notes

On March 20, 2026, Fair Isaac Corporation (the “Company”) closed its previously announced private offering to eligible purchasers of $1.0 billion aggregate principal amount of 6.250% Senior Notes due 2034 (the “Notes”). The Notes were issued pursuant to the Indenture dated as of March 20, 2026 (the “Indenture”), by and between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

The Company intends to use the net proceeds from the offering of the Notes (i) to repay certain indebtedness outstanding under its 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, (ii) to fund the redemption in full of $400 million aggregate principal amount of the 5.25% Senior Notes due 2026 that were issued on May 8, 2018 (the “2018 Senior Notes”), (iii) to pay related fees and expenses, and (iv) for general corporate purposes, which may include repurchases of its common stock. This Current Report on Form 8-K does not constitute a notice of redemption of the 2018 Senior Notes.

This Current Report on Form 8-K does not constitute an offer to sell, or the solicitation of an offer to buy, the Notes. Any offers of the Notes were made only by means of a private offering memorandum. The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements of the Securities Act. The Notes were sold to “qualified institutional buyers” as defined in Rule 144A under the Securities Act and to non-U.S. persons outside the United States under Regulation S under the Securities Act.

Indenture

The Notes are the senior unsecured obligations of the Company. As of March 20, 2026, none of the Company’s subsidiaries will be guarantors and the Notes will not be guaranteed. The Notes will be guaranteed, jointly and severally, on a senior unsecured basis by each of the Company’s future significant domestic subsidiaries (as defined in the Indenture).

The Company will pay interest on the Notes semi-annually on March 15 and September 15. Interest on the Notes will accrue from March 20, 2026 at a rate of 6.250% per annum, and the first interest payment date for the Notes will be September 15, 2026. The Notes will mature on September 15, 2034. The Company may redeem some or all of the Notes at any time prior to March 15, 2029, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus a make-whole premium and accrued and unpaid interest on the Notes to the redemption date. Prior to March 15, 2029, the Company may also redeem up to 40% of the Notes with the net proceeds from certain equity offerings at a redemption price of 106.250% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest on the Notes to the redemption date. Thereafter, the Company may redeem the Notes in whole or in part at a redemption price equal to the percentage of the principal amount as set forth in the Indenture.

The Indenture contains covenants that limit the ability of the Company and its subsidiaries to, under certain circumstances, (i) enter into sale/leaseback transactions, (ii) sell all, or substantially all, of its assets, (iii) create or permit to exist liens on its assets, (iv) incur debt at subsidiaries or (v) effect a consolidation or merger. These covenants are subject to important exceptions and qualifications.

Upon the occurrence of specific change of control events that result in the rating of the Notes being below an investment grade rating by at least one of the rating agencies, as described in the Indenture, each noteholder will have the right to require the Company to make an offer to repurchase the Notes at 101% of the principal amount, plus accrued and unpaid interest to, but excluding, the date of repurchase.

The Indenture provides for certain events of default, including, among other things, (i) failure to pay interest on any Note when due and payable if such failure continues for 30 days; (ii) failure to pay any principal of,

or premium, if any, on, any Note when due and payable at maturity, upon any redemption, required repurchase, upon declaration of acceleration or otherwise; (iii) failure by the Company to comply with its obligations under the Indenture with respect to consolidation with or merger with or into, or sale, transfer or lease of all or substantially all of the Company’s properties and assets to, another person; (iv) the failure by the Company or any future guarantor to comply for 45 days after notice with any of its obligations in the Indenture with respect to certain change of control events, limitations on liens, limitations on sale/leaseback transactions, limitations on subsidiary debt and addition of future guarantors; (v) the failure to comply with the other obligations or agreements in the Notes or the Indenture for a period of 60 days after written notice of noncompliance has been received by the Company; (vi) failure to pay debt of the Company or any guarantor or significant subsidiary within any applicable grace period after final maturity or acceleration thereof if such amount exceeds $100.0 million; (vii) certain events of bankruptcy, insolvency or reorganization; (viii) any final judgment or decree for the payment of money that is not covered by enforceable insurance policies in excess of $100.0 million is entered against the Company or any guarantor or significant subsidiary that remains outstanding for a period of 60 consecutive days after becoming final and is not discharged, waived or stayed within 30 days after notice; or (ix) a future guarantee ceases to be in full force and effect or a guarantor denies or disaffirms its obligations under its guarantee. The events of default are subject to important exceptions and qualifications, as set forth in the Indenture.

The above description of the Indenture and the Notes is a summary only and is qualified in its entirety by reference to the Indenture, and the form of Notes included therein, which are attached hereto as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above is hereby incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit		Description
4.1		Indenture dated as of March 20, 2026, by and between the Company and U.S. Bank Trust Company, National Association, as trustee.
4.2		Form of the Company’s 6.250% Senior Notes due 2034 (included in Exhibit 4.1 hereto).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FAIR ISAAC CORPORATION
By		/s/ Steven P. Weber
		Steven P. Weber
		Executive Vice President and Chief Financial Officer

Date: March 20, 2026

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-4.1 EX-4.1 498.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB