FAIR ISAAC CORP 8-K

What Happened
Fair Isaac Corporation (FICO) closed a private offering on March 20, 2026 of $1.0 billion aggregate principal amount of 6.250% Senior Notes due 2034. The Notes were issued under an Indenture dated March 20, 2026 with U.S. Bank Trust Company, National Association, as trustee. The Notes are senior unsecured obligations of FICO (currently not guaranteed by any subsidiaries, though future significant domestic subsidiaries will provide joint and several guarantees). Interest accrues from March 20, 2026 at 6.250% per year, paid semi‑annually on March 15 and September 15 (first payment Sept. 15, 2026); maturity is Sept. 15, 2034.

Key Details

• Amount and terms: $1.0 billion aggregate principal; 6.250% fixed interest; maturity Sept. 15, 2034; interest paid semi‑annually.
• Use of proceeds: repay certain indebtedness under the Company’s May 13, 2025 credit agreement; fund redemption in full of $400 million 5.25% Senior Notes due 2026; pay offering fees/expenses; and general corporate purposes (which may include stock repurchases).
• Redemption and protections: company may redeem notes before Mar. 15, 2029 with a make‑whole premium; may redeem up to 40% prior to that date with certain equity proceeds at 106.25% of principal; change‑of‑control repurchase right at 101% if ratings fall below investment grade as specified.
• Offering mechanics: privately offered and sold to qualified institutional buyers under Rule 144A and to non‑U.S. persons under Regulation S; the Notes are not registered under the U.S. Securities Act.

Why It Matters
This filing creates a $1.0 billion direct financial obligation for FICO and extends a portion of its debt maturities to 2034. The proceeds are intended primarily to refinance outstanding credit facility indebtedness and to redeem $400 million of near‑term notes due in 2026, which will change the company’s interest and repayment profile. Investors should note the fixed 6.25% coupon, semiannual interest payments, the absence of current subsidiary guarantees (with future significant domestic subsidiaries scheduled to guarantee), and the private nature of the offering (sold to institutional and non‑U.S. purchasers).