FAIR ISAAC CORP 8-K

What Happened

• Fair Isaac Corporation (FICO) filed an 8-K reporting that on June 5, 2026 it entered into a First Amendment to its Third Amended and Restated Credit Agreement and borrowed the full $1.5 billion incremental term loan provided by that amendment. The Incremental Term Loan matures on May 15, 2028 and the proceeds will be used for an accelerated share repurchase program.

Key Details

• Incremental Term Loan: $1.5 billion, borrowed in full on June 5, 2026; maturity May 15, 2028.
• Repayment schedule: quarterly principal installments of $75 million from Sept. 30, 2026 through June 30, 2027, then $112.5 million per quarter thereafter. Prepayment permitted without penalty.
• Existing facilities: $1.0 billion unsecured revolving credit facility remains available; Credit Agreement allows potential future incremental loans or revolver increases (subject to terms).
• Interest: options include an adjusted base rate, Daily Simple SOFR or term SOFR plus a margin based on FICO’s leverage. Margins for the Incremental Term Loan: base-rate borrowings 0.500%–1.250% and SOFR borrowings 1.500%–2.250%; revolver margins are lower (base 0.000%–1.000%; SOFR 1.000%–2.000%). Wells Fargo is administrative agent; Wells Fargo Securities and BofA Securities acted as Global Coordinators.

Why It Matters

• The transaction increases FICO’s funded debt by $1.5 billion to finance a share buyback program, which can reduce outstanding shares and alter per-share metrics. Investors should note the added interest expense and a defined quarterly principal repayment schedule beginning Q3 2026. The company retains a $1.0 billion revolver for liquidity and may seek further incremental financing under the amended credit agreement.