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
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| 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