{"url_path":"/sec/fico/8-k/2026-06-08/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-08","source_url":"https://www.sec.gov/Archives/edgar/data/814547/0001193125-26-260817-index.html","accession_number":"0001193125-26-260817","cik":"0000814547","ticker":"FICO","issuer_name":"FAIR ISAAC CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/814547/0001193125-26-260817-index.html","primary_entity_key":"0000814547","primary_entity_name":"FAIR ISAAC CORP"},"word_count":730,"has_tables":true,"body_markdown":"Item 8.01.\n\nOther Events.\n\nOn 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\n\nreceive 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.\n\nA 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.\n\nCautionary Statement Regarding Forward-Looking Statements\n\nExcept 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."}