FICO (NYSE: FICO) approves $2B buyback, funds $1.5B ASR
Rhea-AI Filing Summary
Fair Isaac Corporation (FICO) is increasing leverage to fund major share repurchases. The company amended its credit agreement to add a new unsecured incremental term loan of $1.5 billion maturing on May 15, 2028, alongside its existing $1.0 billion unsecured revolving credit facility.
FICO’s board approved a new open-ended stock repurchase authorization for up to $2.0 billion of common stock, replacing the prior $1.5 billion program. The company entered into a 1.5 billion accelerated share repurchase with Wells Fargo Securities, paying $1.5 billion upfront for an expected initial delivery of about 1,055,100 shares, with transactions under the ASR expected to conclude by September 30, 2026. After the ASR, FICO expects to have $500 million remaining under its repurchase authorization.
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Insights
FICO is using new term debt to fund a large, structured buyback.
FICO added an unsecured incremental term loan of $1.5 billion under its credit agreement, maturing on May 15, 2028. Amortization is scheduled in quarterly installments of $75 million through June 30, 2027, then $112.5 million thereafter, with optional prepayment allowed.
The company’s board authorized an open-ended stock repurchase program for up to $2.0 billion, replacing the prior $1.5 billion authorization. As part of this, FICO entered a $1.5 billion accelerated share repurchase, expecting an initial delivery of about 1,055,100 shares and completion by September 30, 2026.
The filing notes covenants tied to the company’s consolidated leverage ratio and interest based on base rate or SOFR plus a margin. Actual impact will depend on future leverage levels, interest-rate benchmarks and the final number of shares retired under the ASR and remaining $500 million authorization.
8-K Event Classification
Key Figures
Key Terms
Incremental Term Loan financial
Revolving Facility financial
Daily Simple SOFR financial
consolidated leverage ratio financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On June 5, 2026, Fair Isaac Corporation (the “Company”) entered into an amendment (the “First Amendment”) to its Third Amended and Restated Credit Agreement dated as of May 13, 2025, among the Company, the several banks and other financial institutions from time to time parties thereto, Wells Fargo Securities, LLC and BofA Securities, Inc., as Global Coordinators, Joint Lead Arrangers and Joint Bookrunners, and Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent (the “Existing Credit Agreement” and as amended by the First Amendment, the “Credit Agreement”).
The First Amendment provides for an unsecured incremental term loan under the Credit Agreement that will mature on May 15, 2028 in the aggregate principal amount of $1.5 billion (the “Incremental Term Loan”) and makes certain other changes to the Existing Credit Agreement. The Company borrowed the full amount of the Incremental Term Loan on June 5, 2026, and will use these proceeds pursuant to the accelerated share repurchase program described in Item 8.01 below. The Credit Agreement also provides for the existing $1.0 billion unsecured revolving credit facility (the “Revolving Facility”), with an option for the Company to request additional incremental term loans and/or incremental increases to the Revolving Facility from time to time, in each case subject to the terms and conditions of the Credit Agreement.
Principal on the Incremental Term Loan is to be repaid in consecutive quarterly installments equal to (a) $75 million from September 30, 2026 through and including June 30, 2027 and (b) $112.5 million thereafter. The Company may prepay, without premium or penalty, in whole or in part, the Incremental Term Loan. The Incremental Term Loan is subject to customary representations and warranties and financial and other covenants and conditions, including certain customary events of default, consistent with the Existing Credit Agreement.
Interest on the loans under the Credit Agreement is based on (i) an adjusted base rate, which is the greatest of (a) the prime rate, (b) the federal funds rate plus 0.5% and (c) Daily Simple SOFR plus 1%, plus, in each case, an applicable margin, (ii) Daily Simple SOFR plus an applicable margin (or, if such rate is no longer available, a successor benchmark rate to be determined in accordance with the terms of the Credit Agreement), or (iii) term SOFR plus an applicable margin (or, if such rate is no longer available, a successor benchmark rate to be determined in accordance with the terms of the Credit Agreement). The applicable margin for base rate borrowings and for SOFR borrowings for the loans under the Credit Agreement is determined based on the Company’s consolidated leverage ratio. The applicable margin for the Incremental Term Loan for base rate borrowings ranges from 0.500% to 1.250% per annum and for SOFR borrowings ranges from 1.500% to 2.250% per annum. The applicable margin for loans under the Revolving Facility for base rate borrowings ranges from 0.000% to 1.000% per annum and for SOFR borrowings ranges from 1.000% to 2.000% per annum.
Wells Fargo and the other lenders party to the Credit Agreement may have performed and may continue to perform commercial banking and financial services for the Company and its subsidiaries for which they have received and will continue to receive customary fees.
The foregoing description of the First Amendment is a summary only and is qualified by reference to the First Amendment attached hereto as Exhibit 10.1 and 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 8.01. | Other Events. |
On June 8, 2026, the Company issued a press release announcing that it has replaced the remaining availability under the Company’s previous $1.5 billion stock repurchase program with a new stock repurchase program to acquire up to $2.0 billion of the Company’s outstanding common stock and that it has entered into an accelerated share repurchase (“ASR”) agreement with Wells Fargo Securities, Inc. (“Wells Fargo Securities”) for $1.5 billion of its common stock as part of such new stock repurchase program. Pursuant to the ASR, the Company will make an upfront payment of $1.5 billion to Wells Fargo Securities on June 8, 2026, and the Company expects to
receive an initial delivery of approximately 1,055,100 shares of common stock. The total number of shares that the Company will ultimately repurchase under the ASR will be determined based on the volume-weighted average price of the Company’s common stock during the term of the ASR, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR agreement. The transactions under the ASR are expected to be completed by September 30, 2026. Following completion of the ASR, the Company expects to have $500 million remaining available under its stock repurchase authorization. The ASR agreement contains customary terms for these types of transactions.
A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference; provided, however, that information on or connected to the Company’s website or the website of any third-party hyperlinked from or referenced in the press release included as Exhibit 99.1 to this Current Report on Form 8-K is expressly not incorporated by reference into or intended to be filed as a part of this Current Report on Form 8-K.
Cautionary Statement Regarding Forward-Looking Statements
Except for historical information contained herein, the statements contained in this Current Report on Form 8-K that relate to the Company, its business, the First Amendment and the ASR are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including the impact of macroeconomic conditions on the Company’s business, operations and personnel, the success of the Company’s business strategies, the maintenance of its existing relationships and ability to create new relationships with customers, distributors and other business partners, its ability to continue to develop new and enhanced products and services and to enter new markets, its ability to recruit and retain key technical and managerial personnel, competition, regulatory changes applicable to the use or costs of consumer credit and other data, the failure to protect such data, the failure to realize the anticipated benefits of any acquisitions or divestitures, changes in interest rates, including changes to SOFR or the replacement of SOFR with a successor benchmark rate, the Company’s ability to comply with the financial and other covenants contained in the Credit Agreement, the Company’s ability to generate sufficient cash flow to service and repay indebtedness under the Credit Agreement, including the Incremental Term Loan, on the anticipated schedule, the ability to obtain additional incremental term loans and/or incremental increases to the Revolving Facility on favorable terms or at all, changes in the Company’s consolidated leverage ratio and the impact on applicable margins under the Credit Agreement, and material adverse developments or uncertainty in global economic conditions or in the markets or industries that the Company serves. Additional information on these risks and uncertainties and other factors that could affect the Company’s future results are described from time to time in the Company’s reports filed with the United States Securities and Exchange Commission (“SEC”), including its Annual Report on Form 10-K for the year ended September 30, 2025 and its subsequent filings with the SEC. If any of these risks or uncertainties materializes, the Company’s results could differ materially from its expectations. Readers are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. The Company disclaims any intent or obligation to update these forward-looking statements, whether as a result of new information, future events or otherwise. This cautionary statement is applicable to all forward-looking statements contained in this Current Report on Form 8-K and any statements incorporated herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit | Description | |
| 10.1 |
First Amendment to Third Amended and Restated Credit Agreement among the Company, the several banks and other financial institutions parties thereto, and Wells Fargo Bank, National Association, as administrative agent, dated as of June 5, 2026 | |
| 99.1 |
Press Release, dated June 8, 2026 | |
| 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: June 8, 2026
Exhibit 99.1
FICO Announces New Stock Repurchase Authorization, New Term
Loan and Accelerated Share Repurchase Program
Bozeman, MT – June 8, 2026 – FICO (NYSE:FICO), a global analytics software leader, today announced that its Board of Directors has approved a stock repurchase program to acquire up to $2.0 billion of the company’s outstanding common stock. This new program replaces the remaining availability under FICO’s previous $1.5 billion stock repurchase program. The new stock repurchase program, which is open-ended, allows the company to repurchase its shares from time to time in the open market and in negotiated transactions, including accelerated share repurchase programs like the one described below.
Also on June 5, 2026, FICO entered into an amendment to its credit agreement to, among other things, provide for an incremental term loan in the amount of $1.5 billion, the full amount of which was drawn on June 5, 2026. FICO intends to use the proceeds of the term loan to fund an accelerated share repurchase (ASR) program pursuant to an agreement it has entered into with Wells Fargo Securities, Inc. (“Wells Fargo”).
Pursuant to the ASR agreement, on June 8, 2026, FICO will make an upfront payment of $1.5 billion to Wells Fargo and FICO expects to receive an initial delivery of approximately 1,055,100 shares of common stock, providing the company with prompt share count reduction. The final number of shares to be repurchased will be based on the volume-weighted average price of the company’s common stock during the term of the ASR agreement, less a discount and subject to customary adjustments. At final settlement, the company may receive additional shares or, under certain circumstances, may be required to deliver shares or make a cash payment pursuant to the terms of the ASR agreement.
The transactions under the ASR agreement are expected to be completed by the end of FICO’s current fiscal year, September 30, 2026.
About FICO
FICO (NYSE: FICO) powers decisions that help people and businesses around the world prosper. Founded in 1956, the company is a pioneer in the use of predictive analytics and data science to improve operational decisions. FICO holds more than 200 U.S. and foreign patents on technologies that increase profitability, customer satisfaction and growth for businesses in financial services, insurance, telecommunications, health care, retail and many other industries. Using FICO solutions, businesses in more than 80 countries do everything from protecting four billion payment cards from fraud, to improving financial inclusion, to increasing supply chain resiliency. The FICO® Score, used by 90% of top U.S. lenders, is the standard measure of consumer credit risk in the U.S. and has been made available in over 40 other countries, improving risk management, credit access and transparency.
Learn more at https://www.fico.com/en
Join the conversation at https://x.com/FICO_corp & https://www.fico.com/blogs/
For FICO news and media resources, visit https://www.fico.com/en/newsroom
FICO is a registered trademark of Fair Isaac Corporation in the U.S. and other countries.
Statement Concerning Forward-Looking Information
Except for historical information contained herein, the statements contained in this news release that relate to FICO, its business and the ASR are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including the impact of macroeconomic conditions on FICO’s business, operations and personnel, the success of the Company’s business strategies, the maintenance of its existing relationships and ability to create new relationships with customers, distributors and other business partners, its ability to continue to develop new and enhanced products and services and to enter new markets, its ability to recruit and retain key technical and managerial personnel, competition, regulatory changes applicable to the use or costs of consumer credit and other data, the failure to protect such data, the failure to realize the anticipated benefits of any acquisitions, or divestitures, and material adverse developments or uncertainty in global economic conditions or in the markets or industries that the Company serves. Additional information on these risks and uncertainties and other factors that could affect FICO’s future results are described from time to time in FICO’s SEC reports, including its Annual Report on Form 10-K for the year ended September 30, 2025 and its subsequent filings with the SEC. If any of these risks or uncertainties materializes, FICO’s results could differ materially from its expectations. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. FICO disclaims any intent or obligation to update these forward-looking statements, whether as a result of new information, future events or otherwise.
Investors/Analysts:
Dave Singleton
(800) 459-7125
investor@fico.com