[8-K] FAIR ISAAC CORP Reports Material Event
Fair Isaac Corporation (FICO) plans a private offering of $1.0 billion aggregate principal amount of senior unsecured notes due 2034.
Rhea-AI Filing Summary
Fair Isaac Corporation (FICO) plans a private offering of $1.0 billion aggregate principal amount of senior unsecured notes due 2034. The company intends to use the net proceeds to repay borrowings under its existing unsecured revolving credit facility, fully redeem $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 will be offered to qualified institutional buyers under Rule 144A and to certain non-U.S. investors under Regulation S, and will not be registered under U.S. securities laws.
Positive
- None.
Negative
- None.
Insights
FICO is refinancing debt with a new $1.0B senior notes offering.
FICO intends to issue $1.0 billion of senior unsecured notes due 2034 in a private offering. Proceeds are earmarked to repay its existing unsecured revolving credit facility and to redeem $400 million of 5.25% senior notes due 2026, alongside fees and general corporate purposes.
This transaction extends the company’s debt maturity profile by replacing nearer-term 2026 notes with longer-dated 2034 obligations. The structure as senior unsecured notes keeps them pari passu with other unsecured senior debt, and using proceeds partly for potential stock repurchases adds an element of capital return alongside refinancing.
The company also plans a conditional notice to redeem the 2018 senior notes on March 26, 2026, subject to successful issuance of the new notes on acceptable terms. Actual impact on leverage, interest expense and equity returns will depend on the final coupon, pricing and the extent of any subsequent share repurchases.
8-K Event Classification
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did FICO (FICO) announce regarding new debt financing?
How does FICO plan to use the $1.0 billion senior notes proceeds?
What is FICO doing with its 5.25% Senior Notes due 2026?
Are FICO’s new senior notes registered with the SEC?
Will FICO’s $1.0 billion notes offering affect common stock repurchases?
What conditions apply to FICO’s planned redemption of 2018 Senior Notes?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| |
||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code
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 |
Name of each exchange on which registered | ||
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 8.01. | Other Events. |
On March 11, 2026, Fair Isaac Corporation (the “Company”) issued a press release announcing that it had commenced a private offering (the “Notes Offering”) to eligible purchasers of $1.0 billion aggregate principal amount of Senior Notes due 2034 (the “Notes”). In accordance with Rule 135(c) of the Securities Act of 1933, as amended (the “Securities Act”), a copy of this press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K. Accordingly, this notice is not intended to and does not constitute an offer to sell nor a solicitation for an offer to purchase any securities of the Company.
The Company intends to use the net proceeds from the Notes Offering 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, 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”), to pay related fees and expenses, and 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.
The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit | Description | |
| 99.1 | Notes Offering Launch Press Release dated March 11, 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: March 11, 2026
Exhibit 99.1
FICO Announces Proposed Offering of $1.0 Billion in Senior Notes
Bozeman, MT – March 11, 2026 – Fair Isaac Corporation (NYSE: FICO) announced today that it intends to offer, subject to market and certain other conditions, $1.0 billion in aggregate principal amount of Senior Notes due 2034 (the “Notes”) in a private offering that is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The Notes will be senior unsecured obligations of FICO.
FICO intends to use the net proceeds from the offering of the Notes to repay certain indebtedness outstanding under its existing unsecured revolving credit facility, 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”), to pay related fees and expenses, and for general corporate purposes which may include repurchases of common stock.
On March 11, 2026, FICO plans to provide a conditional notice of its intent to redeem the 2018 Senior Notes on March 26, 2026 subject to the successful issuance of the Notes on terms and in an aggregate principal amount satisfactory to FICO. This press release does not constitute a notice of redemption with respect to the 2018 Senior Notes.
The Notes will be offered and sold to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act and outside the United States to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.
This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sales of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This press release is being issued pursuant to, and in accordance with, Rule 135(c) under the Securities Act.
Statement Concerning Forward-Looking Information
Except for historical information contained herein, the statements contained in this news release that relate to FICO or its business 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 risks related to the offering of the Notes, impact of macroeconomic conditions on FICO’s business, operations and personnel, the success of FICO’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 cost 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 FICO 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 reports filed with the Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the year ended September 30, 2025 and its subsequent filing with the SEC. If any of these risks or uncertainties materialize, 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.
Contacts:
| FICO Contact: |
FICO Investors & Analysts: | |
| press@fico.com |
Dave Singleton Fair Isaac Corporation (800) 459-7125 investor@fico.com | |