FICO 8-K: Smart Summary

On June 5, 2026, Fair Isaac Corporation entered into the First Amendment to its Third Amended and Restated Credit Agreement, providing for a new $1.5B unsecured incremental term loan maturing May 15, 2028, the full proceeds of which were drawn on June 5, 2026 and will be used to fund an accelerated share repurchase (ASR) program with Wells Fargo Securities, Inc.

• First Amendment to Third Amended and Restated Credit Agreement — Fair Isaac Corporation (Borrower), several banks and financial institutions as Lenders, Wells Fargo Bank, National Association as Administrative Agent; effective June 5, 2026; provides for a new $1.5B unsecured incremental term loan (the 'Initial Term Loan') maturing May 15, 2028, and makes certain other changes to the Existing Credit Agreement; existing $1B unsecured revolving credit facility remains in place; option to request additional incremental term loans and/or incremental increases to the Revolving Facility subject to Credit Agreement terms
• Accelerated Share Repurchase (ASR) Agreement — Fair Isaac Corporation and Wells Fargo Securities, Inc.; entered into in connection with the term loan proceeds; FICO will make an upfront payment of $1.5B to Wells Fargo on June 8, 2026; FICO expects to receive an initial delivery of approximately 1,055,100 shares of common stock; final number of shares based on volume-weighted average price during the term less a discount and subject to customary adjustments; expected to be completed by September 30, 2026

• New stock repurchase program authorized for up to $2B of outstanding common stock, replacing remaining availability under previous $1.5B program
• ASR agreement executed with Wells Fargo Securities, Inc. for $1.5B of common stock
• Upfront payment of $1.5B to Wells Fargo Securities, Inc. made on June 8, 2026
• Initial delivery of approximately 1,055,100 shares of common stock expected
• Final share count based on volume-weighted average price during ASR term, less a discount, subject to adjustments
• ASR transactions expected to be completed by September 30, 2026; $500M expected to remain available under repurchase authorization following ASR completion

• Executed Amendment — Administrative Agent must have received the Amendment duly executed by the Borrower, Administrative Agent, Lenders constituting Required Lenders, and Term Loan Lenders
• Responsible Officer Certificate — Administrative Agent must have received a certificate from a Responsible Officer of the Borrower certifying organizational documents, board resolutions, and a good standing certificate from the Delaware Secretary of State
• Term Loan Notes — Administrative Agent must have received a duly executed Term Loan Note for each Term Loan Lender that has requested one
• No Default or Event of Default — No Default or Event of Default shall have occurred and be continuing
• Representations and Warranties — Representations and warranties of the Borrower must be true and correct in all material respects as of the First Amendment Effective Date
• Compliance Certificate — Administrative Agent must have received a certificate from a Responsible Officer certifying no Default/Event of Default and attaching a pro forma calculation of the Total Leverage Ratio after giving effect to the Initial Term Loan
• Legal Opinion — Administrative Agent must have received a legal opinion from Faegre Drinker Biddle & Reath LLP, dated as of the First Amendment Effective Date, in form and substance satisfactory to the Administrative Agent
• Fees and Expenses — All fees and expenses required to be paid to the Administrative Agent and Lenders on or prior to the First Amendment Effective Date must have been paid
• Anti-Terrorism / KYC Documentation — Administrative Agent and Lenders must have received all required documentation under Anti-Terrorism Laws including the Patriot Act and applicable 'know your customer' rules at least five Business Days prior to the First Amendment Effective Date
• Beneficial Ownership Certification — Borrower must have delivered a Beneficial Ownership Certification to the Administrative Agent at least five Business Days prior to the First Amendment Effective Date
• Notice of Borrowing — Administrative Agent must have received a duly executed Notice of Borrowing/Continuation for the Initial Term Loans

• First Amendment to Third Amended and Restated Credit Agreement dated June 5, 2026, provides for an incremental term loan (Initial Term Loan) of $1,500,000,000
• Full $1.5B term loan was drawn on June 5, 2026; proceeds intended to fund the ASR
• Total revolving commitment under amended credit agreement: $1,000,000,000; total term loan commitment: $1,500,000,000
• Applicable margin for Initial Term Loan ranges from 0.500%–1.250% for ABR Loans and 1.500%–2.250% for SOFR Loans depending on Total Leverage Ratio tier
• Administrative Agent is Wells Fargo Bank, National Association; original credit agreement dated May 13, 2025
• Term loan lenders include Wells Fargo Bank, National Association ($468,750,000), The Toronto-Dominion Bank, New York Branch ($468,750,000), Bank of America, N.A. ($187,500,000), HSBC Bank USA, National Association ($187,500,000), and U.S. Bank National Association ($187,500,000)

• Incremental Term Loan principal — $1.5B aggregate principal amount, fully drawn on June 5, 2026
• Term Loan repayment schedule — Quarterly installments of $75M from September 30, 2026 through June 30, 2027; $112.5M per quarter thereafter; prepayable in whole or in part without premium or penalty
• Revolving Facility — Existing $1B unsecured revolving credit facility remains in place
• Interest rate — Incremental Term Loan (ABR borrowings) — Applicable margin ranges from 0.500% to 1.250% per annum based on consolidated leverage ratio
• Interest rate — Incremental Term Loan (SOFR borrowings) — Applicable margin ranges from 1.500% to 2.250% per annum based on consolidated leverage ratio
• Interest rate — Revolving Facility (ABR borrowings) — Applicable margin ranges from 0.000% to 1.000% per annum
• Interest rate — Revolving Facility (SOFR borrowings) — Applicable margin ranges from 1.000% to 2.000% per annum
• ASR upfront payment — $1.5B payment to Wells Fargo Securities, Inc. on June 8, 2026; initial delivery of approximately 1,055,100 shares; at final settlement, company may receive additional shares or may be required to deliver shares or make a cash payment
• New stock repurchase authorization — Board approved repurchase of up to $2B of outstanding common stock; replaces remaining availability under previous $1.5B repurchase program
• Lender commitments (Term Loan) — Wells Fargo Bank, National Association: $468,750,000; Bank of America, N.A.: $187,500,000; HSBC Bank USA, National Association: $187,500,000; The Toronto-Dominion Bank, New York Branch: $468,750,000; U.S. Bank National Association: $187,500,000; Total: $1,500,000,000
• Lender commitments (Revolving) — Wells Fargo Bank, National Association: $312,500,000; Bank of America, N.A.: $312,500,000; HSBC Bank USA, National Association: $125,000,000; The Toronto-Dominion Bank, New York Branch: $125,000,000; U.S. Bank National Association: $125,000,000; Total: $1,000,000,000