FICO 8-K — Smart Summary

On March 20, 2026, Fair Isaac Corporation closed a private offering of $1.0 billion aggregate principal amount of 6.250% Senior Notes due 2034, issued pursuant to an Indenture with U.S. Bank Trust Company, National Association as trustee. Proceeds are intended primarily to repay existing credit facility debt, redeem $400 million of outstanding 5.25% Senior Notes due 2026, pay related fees, and fund general corporate purposes including potential stock repurchases.

• Senior Notes Indenture — Fair Isaac Corporation (issuer) and U.S. Bank Trust Company, National Association (trustee); effective March 20, 2026; $1.0 billion aggregate principal amount of 6.250% Senior Notes due 2034; senior unsecured obligations; no subsidiary guarantors as of issue date, but future significant domestic subsidiaries required to guarantee on a senior unsecured basis; matures September 15, 2034; sold via private placement to qualified institutional buyers under Rule 144A and non-U.S. persons under Regulation S; notes not registered under the Securities Act

• No Registration — Notes not registered under the Securities Act or any state securities laws; offered only to qualified institutional buyers (Rule 144A) and non-U.S. persons (Regulation S); resale restrictions apply
• Future Guarantor Obligation — Any subsidiary that becomes a Significant Domestic Subsidiary after March 20, 2026 must execute a supplemental indenture and provide a senior unsecured guarantee
• 2018 Senior Notes Redemption — Redemption of $400 million 5.25% Senior Notes due 2026 is intended but not yet effected; this filing does not constitute a notice of redemption

• Principal Amount — $1.0 billion aggregate principal amount of 6.250% Senior Notes due 2034
• Interest Rate & Payment Schedule — 6.250% per annum; interest accrues from March 20, 2026; paid semi-annually on March 15 and September 15 each year; first payment date September 15, 2026
• Use of Proceeds — Credit Facility Repayment — Repayment of outstanding borrowings under the Third Amended and Restated Credit Agreement (Wells Fargo Bank, N.A. as agent; dated May 13, 2025)
• Use of Proceeds — 2018 Senior Notes Redemption — Full redemption of $400 million aggregate principal amount of 5.25% Senior Notes due 2026 (originally issued May 8, 2018)
• Use of Proceeds — Other — Payment of related fees and expenses; remainder available for general corporate purposes including potential common stock repurchases
• Optional Redemption — Pre-March 15, 2029 — Redeemable at 100% of principal plus Applicable Premium (greater of 1.0% of principal or present-value make-whole) plus accrued interest
• Optional Redemption — Equity Offering — Prior to March 15, 2029, up to 40% of notes redeemable at 106.250% of principal plus accrued interest using equity offering proceeds, within 180 days of offering close; at least 60% of notes must remain outstanding after redemption
• Optional Redemption — Post-March 15, 2029 Schedule — 103.125% in 2029; 101.563% in 2030; 100.000% in 2031 and thereafter
• Change of Control Repurchase — Holders may require repurchase at 101% of principal plus accrued interest upon a Change of Control Triggering Event (Change of Control plus rating downgrade below investment grade by at least two of S&P, Moody's, Fitch)
• Covenant Basket — Liens/Subsidiary Debt/Sale-Leaseback — Aggregate of secured debt otherwise restricted, unsecured subsidiary debt, and attributable sale-leaseback debt may not exceed the greater of $3,535.0 million or 3.0x Adjusted EBITDA for the trailing four fiscal quarters
• Cross-Default Threshold — Events of default triggered by failure to pay debt exceeding $100 million or unsatisfied judgments exceeding $100 million