FICO Announces \$1.0 Billion Senior Notes Offering Priced at 6.250% Due 2034

Key Highlights:

• Fair Isaac Corporation (NYSE: FICO) has priced \$1.0 billion in aggregate principal amount of 6.250% Senior Notes due 2034.
• The notes are being offered in a private placement exempt from registration under the Securities Act of 1933.
• Proceeds from the offering will be used to repay existing debt, redeem earlier notes, pay related fees, and for general corporate purposes—including potential share repurchases.
• The notes are being issued at par (100% of principal value) and are unsecured senior obligations of FICO.
• Closing of the offering is expected on March 20, 2026, subject to customary closing conditions.
• FICO has given conditional notice of its intent to redeem \$400 million of 5.25% Senior Notes due 2026, subject to completion of the new offering.

Details of the Notes Offering

FICO announced on March 11, 2026, that it has successfully priced \$1.0 billion in senior notes with a coupon rate of 6.250%, maturing in 2034. Pricing at 100% of principal amount indicates strong investor demand and confidence in FICO’s credit profile. The notes are senior unsecured obligations, meaning they are not backed by collateral but rank above subordinated debt in the event of liquidation.

The notes are offered exclusively to qualified institutional buyers under Rule 144A in the United States, and to non-U.S. investors under Regulation S. The notes are not registered with the SEC and are therefore not available to the general public.

Use of Proceeds and Capital Structure Implications

The proceeds from this offering are earmarked for several strategic financial actions:

• Debt Repayment: FICO intends to use the proceeds to repay certain amounts outstanding under its existing unsecured revolving credit facility. This could reduce interest expense and improve the company’s balance sheet.
• Redemption of 2018 Senior Notes: Part of the proceeds will fund the full redemption of \$400 million aggregate principal amount of FICO’s 5.25% Senior Notes due 2026, originally issued in May 2018. The redemption is contingent upon successful completion of the new notes issuance.
• Share Repurchases and General Corporate Purposes: Remaining funds may be used for general corporate purposes, which could include buybacks of FICO common stock—potentially providing further shareholder value depending on the scale and timing of repurchases.
• Payment of Fees and Expenses: Associated transaction fees and expenses will also be covered from the proceeds.

Potential Shareholder Impact & Price Sensitivity

This announcement is potentially price-sensitive for several reasons:

• Debt Refinancing at Favorable Rates: By refinancing higher coupon debt (5.25% Senior Notes due 2026) with new notes at 6.25%, FICO may be managing its debt maturity profile, though the new notes carry a higher rate, reflecting current market conditions. The move improves liquidity and financial flexibility.
• Share Repurchases: Should FICO proceed with buybacks, this could provide support to the share price and signal management’s confidence in the company’s long-term prospects.
• Financial Strategy: The transaction demonstrates active management of the company’s capital structure, which is typically viewed favorably by credit and equity investors, provided the leverage remains within prudent limits.
• Forward-Looking Statements: The company’s outlook includes risks related to the notes offering, macroeconomic headwinds, strategy execution, competition, data regulation, and broader market conditions. Investors should be aware that these factors could influence future results.

Additional Information for Investors

FICO cautions investors that this announcement does not constitute an offer to sell or a solicitation of an offer to buy the notes in any jurisdiction where such activities would be unlawful without proper registration. The notes are only available to qualified investors as described above.

The company has also highlighted that actual outcomes may differ materially from forward-looking statements due to a range of risks, including those detailed in FICO’s filings with the SEC, such as its Annual Report on Form 10-K for the year ended September 30, 2025.

For further information, investors can contact Dave Singleton at Fair Isaac Corporation or email [email protected].

Conclusion

The pricing and planned issuance of \$1.0 billion in 6.250% Senior Notes marks a significant financial transaction for FICO, with implications for its capital structure, liquidity, and potential shareholder returns. The planned redemption of existing notes and possible share repurchases are key elements for investors to monitor, as they may influence the company’s earnings profile, leverage, and share price performance in the near term.

Disclaimer: This article is for informational purposes only and does not constitute investment advice, an offer to sell, or a solicitation of an offer to buy any securities. Investors should consult the company’s official filings and their financial advisor for more information before making any investment decisions. Forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially.

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