Fair Isaac (FICO) 10-K risk factor changes: FY2025 vs FY2024
The 2025-09-30 10-K against the 2024-09-30 one, compared heading by heading and sentence by sentence.
Item 1A51 rewritten10 added10 removed323 unchanged
All filing items835 rewritten248 added263 removed1,972 unchanged
Summary
counted, not written
- Item 1A lists 27 risk factor headings: 1 new, 1 reworded and 25 unchanged since FY2024. 2 headings from FY2024 no longer appear.
- Sentence by sentence, 248 added, 263 removed, 835 rewritten and 1,972 unchanged across 19 items that differ.
New Item 1A headings (1)
- Our ability to increase our revenues depends to some extent upon introducing new products and services, upon introducing enhancements and improvements to existing products and services and upon entering new markets for products and services. If we are unable to successfully develop, or if the marketplace does not accept, new, enhanced or improved products and services, or if we experience defects, failures or delays associated with the introduction of new, enhanced or improved products or services, our business could suffer serious harm.
Removed Item 1A headings (2)
- If we are unable to successfully develop new products or new versions of products, or if we experience defects, failures or delays associated with the introduction of new products or of new versions of products, our business could suffer serious harm.
- Our ability to increase our revenues will depend to some extent upon introducing new products and services and upon introducing enhancements and improvements to existing products and services. If the marketplace does not accept these new, enhanced or improved products and services, our revenues may decline.
Reworded Item 1A headings (1)
- The failure to obtain certain forms of
[removed: model construction]data from our customers or others [added: for our use in product development] could harm our business.
A heading is new when no FY2024 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2025; struck-through words were in FY2024. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
51 rewritten, 10 added, 10 removed, 323 unchanged
Read the full itemFY2025 item · filed November 7, 2025FY2024 item · filed November 6, 2024
This business strategy is designed to enable us to increase our business by selling multiple connectable and extensible products to clients, [removed: as well as to enable the development of custom client solutions] and to allow our clients to more easily expand their usage and the use cases they enable over time.
The market may be unreceptive to our general business approach, including being unreceptive to our cloud-based [removed: offerings,] [added: offerings and] unreceptive to purchasing multiple products from [removed: us, or unreceptive to our customized solutions.][added: us.]
- the increasing availability of free or relatively inexpensive consumer credit, credit score and other information from public or commercial [removed: sources;][added: sources, including those that use AI technologies;]
[removed: If] [added: If] we are unable to successfully [removed: develop new products] [added: develop,] or [removed: new versions of products,] [added: if the marketplace does not accept, new, enhanced] or [added: improved products and services, or] if we experience defects, failures or delays associated with the introduction of [removed: new] [added: new, enhanced or improved] products or [removed: of new versions of products,] [added: services,] our business could suffer serious harm.
If we are unable to develop [removed: new or] [added: new,] enhanced [removed: products,] or [added: improved products and services, including those that utilize AI technologies, or] if we are not successful in introducing [removed: new or enhanced products,] [added: such products and services,] we may not be able to grow our business or growth may occur more slowly than we anticipate.
[removed: Software] [added: These] errors [removed: in our products] could affect the ability of our products to work with other hardware or software products, could delay the development or release of new products or new versions of products, and could adversely affect market acceptance of our products.
Our ability to increase our revenues [removed: will depend] [added: depends] to some extent upon introducing new products and [removed: services and] [added: services,] upon introducing enhancements and improvements to existing products and [added: services and upon entering new markets for products and] services.
[removed: To increase] [added: Our revenue growth and the success of] our [removed: revenues, we must] [added: business strategy depend upon our ability to] enhance and improve existing products and services, and [added: to] continue to introduce new products and services that keep pace with technological developments, satisfy increasingly sophisticated customer requirements and achieve market acceptance.
We [added: also] believe [added: that] much of the future growth of our business and the success of our business strategy [removed: will rest] [added: may depend] on our ability to continue to expand into newer markets for our products and services.
If [removed: our current or potential customers] [added: these newer markets] are not willing to [removed: switch to or] adopt our [removed: new] products and services, either as a result of the quality of these products and services or due to other factors, such as economic conditions, our revenues [removed: will] [added: may] decrease.
In addition, the U.S. and other key international economies [removed: have] periodically [removed: experienced] [added: experience] downturns in which economic activity is impacted by falling demand for a variety of goods and services, increased volatility of interest rates, fluctuating rates of inflation, restricted credit, poor liquidity, reduced corporate profitability, volatility in credit, [added: trade policies and tariffs,] equity and foreign exchange markets, bankruptcies and overall uncertainty with respect to the economy.
During fiscal [removed: 2024,] [added: 2025,] 92% of our revenues were derived from sales of products and services to the banking industry.
The potential for future stress and disruptions, including in connection with geopolitical tensions, military conflicts, [added: trade policies and tariffs,] the level of inflation and the volatility of interest rates, presents considerable risks to our businesses and operations.
While we expand our sales into international markets, the risks are greater as [added: some of] these markets [removed: are also experiencing] [added: have experienced and may in the future experience] substantial disruption and we are less well-known in them.
Other changes implemented by FHFA, Fannie Mae or Freddie Mac could also affect the demand for FICO Scores and thus could have similar adverse effects on our business, including, for example, [added: the change announced by the FHFA Director in July 2025 permitting mortgage originators to choose the credit score they submit with mortgages delivered to Fannie Mae and Freddie Mac or] a [added: potential future] change permitting mortgage originators to underwrite loans using credit scores from [removed: only two of the] [added: fewer than] three national consumer reporting [removed: agencies (a “bi-merge report”) rather than from all three (a “tri-merge report”).][added: agencies.]
- providers of credit reports and credit [removed: scores;][added: scores, including consumer reporting agencies;]
[removed: Our] [added: For example, our] Scores segment relies on, among others, Experian, TransUnion and Equifax.
Failure of our existing and future distributors [added: or partners] to generate significant revenues or otherwise perform their expected services or functions, demands by such distributors [added: or partners] to change the terms on which they offer our products, or our failure to establish additional distribution or sales and marketing alliances, could have a material adverse effect on our business, operating results and financial condition.
In addition, certain of our distributors [added: and partners] presently compete with us and may compete with us in the future, either by developing competitive products themselves or by distributing competitive offerings.
For example, [removed: artificial intelligence] [added: AI] technologies, including generative [removed: artificial intelligence,] [added: AI,] and their use are currently undergoing rapid change.
- influence and respond to emerging industry standards and other technological [removed: changes.][added: changes, including relating to AI.]
- an acquisition may not further our business strategy as we expected, we may not integrate acquired [removed: operations] [added: operations, systems] or technology as successfully as we expected or we may overpay for our investments, or otherwise not realize the expected return, which could adversely affect our business or operating results;
- our operating results or financial condition may be adversely impacted by known or unknown [removed: claims or] [added: contingent liabilities, other] liabilities [added: or claims] we assume in an acquisition or that are imposed on us as a result of an acquisition, including claims by government agencies or authorities, terminated employees, current or former customers, former stockholders or other third parties;
- a company that we acquire may have experienced a security incident that it has yet to discover, investigate and [removed: remediate] [added: remediate, may have other cybersecurity vulnerabilities, or may have unsophisticated security measures, any of] which we might not [removed: be] identify in a timely manner and which could spread more broadly to other parts of our company during the integration effort;
- we may incur material charges as a result of acquisition [removed: costs,] costs [added: or costs] incurred in combining and/or operating the acquired [removed: business, or liabilities assumed in the acquisition] [added: business] that are greater than anticipated;
We [removed: may be] [added: are] exposed to additional cybersecurity threats as we [added: continue to] migrate our software solutions and data from our legacy systems to cloud-based solutions.
In addition, increased attention on and use of [removed: artificial intelligence] [added: AI] increases the risk of cyber-attacks and data breaches, which can occur more quickly and evolve more rapidly when [removed: artificial intelligence] [added: AI] is used.
Further, use of [removed: artificial intelligence] [added: AI] by our employees, whether authorized or unauthorized, increases the risk that our intellectual property and other proprietary information will be unintentionally disclosed.
Cybersecurity [removed: breaches] [added: breaches, including those that impact our third-party vendors and other security providers,] could expose us to a risk of loss, the unauthorized disclosure of consumer or customer information, significant litigation, regulatory fines, penalties, loss of customers or reputational damage, indemnity obligations and other liability.
Malicious third parties may also conduct attacks designed to temporarily deny customers, distributors and vendors access to our systems and [removed: services.][added: services, and may demand payment by us in order to restore access.]
Our ability to provide reliable products and services to our customers depends on the efficient and uninterrupted operation of our [added: and our external service providers’] data centers, information technology and communication [removed: systems, and increasingly those of our external service providers.][added: systems.]
The failure to obtain certain forms of [removed: model construction] data from our customers or others [added: for our use in product development] could harm our business.
In most cases, [removed: these] [added: this] data must be periodically updated and refreshed to enable our products to continue to work effectively in a changing environment.
Third parties have asserted copyright and other intellectual property interests in [removed: these] [added: this] data, and these assertions, if successful, could prevent us from using [removed: these] [added: this] data.
The labor market for these individuals, particularly in the complex [removed: technical] disciplines of [added: enterprise platform sales,] software engineering, data science, [added: AI] and [removed: cyber security,] [added: cybersecurity,] is very competitive due to the limited number of people available with the necessary [removed: technical] skills and understanding to [added: build, sell and] support our complex products and it may become more competitive with general market [removed: and economic improvement.][added: growth.]
We have experienced past difficulty in recruiting and retaining qualified personnel, especially in these intensely competitive [added: and] technical skill areas, and we may experience future difficulty in recruiting and retaining such personnel, at a time when we may need additional staff to support expanded research and development efforts, new customers and/or increased customer needs.
Limitations imposed by [added: current and changing] immigration laws in the U.S. and abroad and the availability of visas in the countries where we do business could hinder our ability to attract [added: and retain] necessary qualified personnel and harm our business and future operating results.
If new laws, regulations or other governmental action affecting the FICO Score or our other [removed: products and] [added: products,] services [added: and solutions] are implemented or carried out, it could adversely affect our business and results of operations.
If new laws, regulations or other governmental action [removed: result from this inquiry, or otherwise, that] limit the fees that can be charged for credit scores by us, consumer reporting agencies, or end users of our [removed: FICO*®*] [added: FICO®] Scores, or that place other restrictions on the sale or distribution of credit scores, our ability in the future to increase pricing for FICO Scores used in mortgage originations may be impacted and thus the revenues and profitability of the FICO Score may be adversely affected and the growth of our Scores business may be constrained.
There has also been increased focus more broadly on laws and regulations in the U.S. related to our business and the business of consumer reporting agencies, including by U.S. state and federal [removed: regulators such as the CFPB,] [added: regulators,] relating to policy concerns with regard to the operation of consumer reporting agencies, the sale and distribution of credit scores and credit reports, the use and accuracy of credit and alternative data, the use of credit scores and fair lending, and the use, transparency, and fairness of algorithms, [removed: artificial intelligence,] [added: AI,] and machine learning in business processes.
- changes in technology, including increased use of artificial intelligence (“AI”);
Our use of AI in the development of our products and our incorporation of AI features into some of our products could introduce errors, defects, or delays impacting our ability to successfully develop new products.
The ability of our FICO Score to compete effectively in the U.S. mortgage market may be constrained by the pricing and other business practices of the consumer reporting agencies, which could have a material adverse effect on our revenues, results of operations and stock price.
- developers and providers of neural networks, machine learning, and AI systems;
The extent to which our intellectual property rights can be protected differs by jurisdiction, and is rapidly evolving with respect to AI technologies.
There has been increased regulatory focus in the U.S. related to the transparency and fairness of certain fees charged to consumers in connection with the closing of a residential mortgage loan, including fees for credit reports and credit scores.
- Antitrust and unfair competition laws;
Numerous other U.S. states have passed similar privacy laws, and other states are considering such legislation.
- unfavorable tax rules;
For example, approximately one-third of our workforce is located in India, which could be negatively impacted by heightened tensions between India and Pakistan.
- changes in technology;
Our growth and the success of our business strategy depend upon our ability to develop and sell new products and new versions of products, including the development and sale of our cloud-based product offerings and our scoring solutions.
If the marketplace does not accept these new, enhanced or improved products and services, our revenues may decline.
We cannot assure you that the marketplace will accept these products and services.
- neural network developers and artificial intelligence system builders;
There has been increased focus in the U.S. by federal regulators such as the CFPB and the FTC, as well as the current presidential administration and some states, related to the transparency and fairness of certain fees charged to consumers and the impacts on the costs of consumer goods and services.
For example, in May 2024, the CFPB launched a public inquiry to obtain information on fees charged by providers of mortgages and related settlement services in the U.S. residential mortgage market, including fees for credit reports and credit scores.
The CFPB indicated that it is looking into why closing costs are increasing, who is benefiting, and how costs for borrowers and lenders could be lowered.
For example, the CFPB has indicated that it intends to issue rules under the FCRA that would extend the FCRA to certain business practices not currently subject to that statute.
Numerous other U.S. states have considered similar privacy laws, with many of those states having passed such laws with respective effective dates ranging from 2023 through 2026.
An excerpt. Shown here: 40 of 51 rewritten, all 10 added and all 10 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2025 filing and the FY2024 filing.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
160 rewritten, 32 added, 45 removed, 230 unchanged
Read the full itemFY2025 item · filed November 7, 2025FY2024 item · filed November 6, 2024
Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) includes the following: a business overview that provides a high-level summary of our strategies and initiatives, highlights from fiscal year [removed: 2024] [added: 2025] and key performance metrics for our Software segment; a more detailed analysis of our results of operations; our capital resources and liquidity, which discusses key aspects of our statements of cash flows, changes in our balance sheets and our financial commitments; and a summary of our critical accounting estimates that involve a significant level of estimation uncertainty.
Our MD&A focuses on discussion of year-over-year comparisons between fiscal [removed: 2024] [added: 2025] and fiscal [removed: 2023.][added: 2024.]
Discussion of fiscal [removed: 2022] [added: 2023] results and year-over-year comparisons between fiscal [removed: 2023] [added: 2024] and fiscal [removed: 2022] [added: 2023] that are not included in this Annual Report on Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended September 30, [removed: 2023.][added: 2024.]
In fiscal [removed: 2024,] [added: 2025,] our B2B scoring solutions, including the flagship FICO® Score, continued to be the standard measure of consumer credit risk in the U.S. The adoption of our most predictive scores, FICO® Score 10 and [added: FICO® Score] 10 T, gained increased traction for non-conforming mortgages and [removed: will be implemented] [added: was approved] for conforming mortgages [removed: based on the timeline set forth] by the Federal Housing Finance Agency for enterprise credit scoring requirements.
[removed: Additionally,] [added: We also introduced our Lenders Leading Financial Inclusion program that aims to expand credit access for underserved communities and] we [removed: host] [added: hosted] free Score A Better [removed: FutureTM] [added: Future®] financial education workshops for students and adults from traditionally underserved communities.
During fiscal [removed: 2024,] [added: 2025,] the strategy for our Software segment [removed: was to continue] [added: continued] to advance and drive growth through our [removed: platform-first, cloud delivered] [added: platform-first] products.
We [removed: have also] expanded our [removed: FICO] [added: FICO®] Platform [removed: reach] [added: reach,] both by geography and customer [removed: type in order to enable] [added: type, with the launch of FICO® Marketplace, enabling] organizations to operationalize analytics, [removed: and to] power customer [removed: connections] [added: connections,] and [removed: decision making] [added: make decisions] at scale.
We continue to innovate and bring new capabilities to FICO Platform, demonstrating its value with new customers and expanding use cases with existing [removed: customers.][added: customers and partners.]
During fiscal [removed: 2024,] [added: 2025,] we repurchased [removed: 0.6] [added: 0.8] million shares at a total repurchase price of [removed: $833.3 million.][added: $1.4 billion.]
Highlights from Fiscal [removed: 2024][added: 2025]
- Total revenues were [removed: $1.7] [added: $2.0] billion during fiscal [removed: 2024,] [added: 2025,] a [removed: 13%] [added: 16%] increase from fiscal [removed: 2023.][added: 2024.]
- Revenues for our Scores segment were [removed: $919.7 million] [added: $1.2 billion] during fiscal [removed: 2024,] [added: 2025,] a [removed: 19%] [added: 27%] increase from fiscal [removed: 2023.][added: 2024.]
- Annual Recurring Revenue for our Software segment as of September 30, [removed: 2024] [added: 2025] was [removed: $721.2] [added: $747.3] million, [removed: an 8%] [added: a 4%] increase from September 30, [removed: 2023.][added: 2024.]
- Dollar-Based Net Retention Rate for our Software segment was [removed: 106%] [added: 102%] as of September 30, [removed: 2024.][added: 2025.]
- Operating income was [removed: $733.6] [added: $924.9] million during fiscal [removed: 2024,] [added: 2025,] a [removed: 14%] [added: 26%] increase from fiscal [removed: 2023.][added: 2024.]
- Net income was [removed: $512.8] [added: $651.9] million during fiscal [removed: 2024,] [added: 2025,] a [removed: 19%] [added: 27%] increase from fiscal [removed: 2023.][added: 2024.]
- Diluted EPS was [removed: $20.45] [added: $26.54] during fiscal [removed: 2024,] [added: 2025,] a [removed: 21%] [added: 30%] increase from fiscal [removed: 2023.][added: 2024.]
- Cash flow from operating activities was [removed: $633.0] [added: $778.8] million during fiscal [removed: 2024,] [added: 2025,] compared with [removed: $468.9] [added: $633.0] million during fiscal [removed: 2023.][added: 2024.]
- Cash and cash equivalents were [removed: $150.7] [added: $134.1] million as of September 30, [removed: 2024,] [added: 2025,] compared with [removed: $136.8] [added: $150.7] million as of September 30, [removed: 2023.][added: 2024.]
[removed: -] Total debt balance was [removed: $2.2] [added: $3.1] billion as of September 30, [removed: 2024,] [added: 2025,] compared with [removed: $1.9] [added: $2.2] billion as of September 30, [removed: 2023.][added: 2024.]
- Total share repurchases during fiscal [removed: 2024] [added: 2025] were [removed: $833.3 million,] [added: $1.4 billion,] compared with [removed: $407.3 million] [added: $0.8 billion] during fiscal [removed: 2023.][added: 2024.]
| | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | | | | | [removed: 2024] [added: 2025 to 2024] | | | | | | [removed: 2023 (*)] [added: 2024 to 2023] | | | [added: | | | 2025 to 2024 | | | | | | 2024 to 2023 | | |]
| Total on-premises and SaaS software | | | $ | [removed: 22.1] [added: 32.7] | | | | | $ | [removed: 28.0] [added: 22.1] | | | | | $ | [removed: 84.7] [added: 102.4] | | | | | $ | [removed: 93.9] [added: 84.7] | |
| | | | December 31, [removed: 2022 (*)] [added: 2023] | | | | | | March 31, [removed: 2023] [added: 2024] | | | | | | June 30, [removed: 2023] [added: 2024] | | | | | | September 30, [removed: 2023] [added: 2024] | | | | | | December 31, [removed: 2023] [added: 2024] | | | | | | March 31, [removed: 2024] [added: 2025] | | | | | | June 30, [removed: 2024] [added: 2025] | | | | | | September 30, [removed: 2024] [added: 2025] | | |
| [removed: Non-Platform] [added: Non-platform] | | | [removed: 450.1] [added: 497.4] | | | | | | [removed: 461.0] [added: 495.6] | | | | | | [removed: 481.8] [added: 494.5] | | | | | | [removed: 496.2] [added: 494.2] | | | | | | [removed: 497.4] [added: 501.6] | | | | | | [removed: 495.6] [added: 479.9] | | | | | | [removed: 494.5] [added: 484.9] | | | | | | [removed: 494.2] [added: 483.7] | | |
| Platform | | | [removed: 23] [added: 28] | | % | | | | [removed: 25] [added: 29] | | % | | | | [removed: 25] [added: 30] | | % | | | | [removed: 26] [added: 31] | | % | | | | [removed: 28] [added: 31] | | % | | | | [removed: 29] [added: 33] | | % | | | | [removed: 30] [added: 34] | | % | | | | [removed: 31] [added: 35] | | % |
| [removed: Non-Platform] [added: Non-platform] | | | [removed: 77] [added: 72] | | % | | | | [removed: 75] [added: 71] | | % | | | | [removed: 75] [added: 70] | | % | | | | [removed: 74] [added: 69] | | % | | | | [removed: 72] [added: 69] | | % | | | | [removed: 71] [added: 67] | | % | | | | [removed: 70] [added: 66] | | % | | | | [removed: 69] [added: 65] | | % |
| Platform | | | [removed: 46] [added: 43] | | % | | | | [removed: 60] [added: 32] | | % | | | | [removed: 53] [added: 31] | | % | | | | [removed: 53] [added: 31] | | % | | | | [removed: 43] [added: 20] | | % | | | | [removed: 32] [added: 17] | | % | | | | [removed: 31] [added: 18] | | % | | | | [removed: 31] [added: 16] | | % |
| [removed: Non-Platform] [added: Non-platform] | | | [removed: 4] [added: 11] | | % | | | | [removed: 7] [added: 8] | | % | | | | [removed: 11] [added: 3] | | % | | | | [removed: 14] [added: —] | | % | | | | [removed: 11] [added: 1] | | % | | | | [removed: 8] [added: (3)] | | % | | | | [removed: 3] [added: (2)] | | % | | | | [removed: —] [added: (2)] | | % |
| Total | | | [removed: 11] [added: 18] | | % | | | | [removed: 17] [added: 14] | | % | | | | [removed: 20] [added: 10] | | % | | | | [removed: 22] [added: 8] | | % | | | | [removed: 18] [added: 6] | | % | | | | [removed: 14] [added: 3] | | % | | | | [removed: 10] [added: 4] | | % | | | | [removed: 8] [added: 4] | | % |
| | | | December 31, [removed: 2022 (*)] [added: 2023] | | | | | | March 31, [removed: 2023] [added: 2024] | | | | | | June 30, [removed: 2023] [added: 2024] | | | | | | September 30, [removed: 2023] [added: 2024] | | | | | | December 31, [removed: 2023] [added: 2024] | | | | | | March 31, [removed: 2024] [added: 2025] | | | | | | June 30, [removed: 2024] [added: 2025] | | | | | | September 30, [removed: 2024] [added: 2025] | | |
| Platform | | | [removed: 130] [added: 136] | | % | | | | [removed: 146] [added: 126] | | % | | | | [removed: 142] [added: 124] | | % | | | | [removed: 145] [added: 123] | | % | | | | [removed: 136] [added: 112] | | % | | | | [removed: 126] [added: 110] | | % | | | | [removed: 124] [added: 115] | | % | | | | [removed: 123] [added: 112] | | % |
| [removed: Non-Platform] [added: Non-platform] | | | [removed: 103] [added: 108] | | % | | | | [removed: 105] [added: 106] | | % | | | | [removed: 109] [added: 101] | | % | | | | [removed: 111] [added: 99] | | % | | | | [removed: 108] [added: 100] | | % | | | | [removed: 106] [added: 96] | | % | | | | [removed: 101] [added: 97] | | % | | | | [removed: 99] [added: 97] | | % |
| Total | | | [removed: 110] [added: 114] | | % | | | | [removed: 114] [added: 112] | | % | | | | [removed: 117] [added: 108] | | % | | | | [removed: 120] [added: 106] | | % | | | | [removed: 114] [added: 105] | | % | | | | [removed: 112] [added: 102] | | % | | | | [removed: 108] [added: 103] | | % | | | | [removed: 106] [added: 102] | | % |
Segment revenues, operating income, and related financial information, including disaggregation of revenue, for the years ended September 30, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] are set forth in Note 9 and Note [removed: 14] [added: 15] to the accompanying consolidated financial statements.
The following tables set forth certain summary information on a segment basis related to our revenues for fiscal [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022:][added: 2023:]
| Segment | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2024] [added: 2025] to [removed: 2023] [added: 2024] | | | | | | [removed: 2023] [added: 2024] to [removed: 2022] [added: 2023] | | | | | | [removed: 2024] [added: 2025] to [removed: 2023] [added: 2024] | | | | | | [removed: 2023] [added: 2024] to [removed: 2022] [added: 2023] | | |
| Scores | | | $ | [removed: 919,650] [added: 1,168,575] | | | | | $ | [removed: 773,828] [added: 919,650] | | | | | $ | [removed: 706,643] [added: 773,828] | | | | | $ | [removed: 145,822] [added: 248,925] | | | | | $ | [removed: 67,185] [added: 145,822] | | | | | [removed: 19] [added: 27] | | % | | | | [removed: 10] [added: 19] | | % |
| Software | | | [removed: 797,876] [added: 822,294] | | | | | | [removed: 739,729] [added: 797,876] | | | | | | [removed: 670,627] [added: 739,729] | | | | | | [removed: 58,147] [added: 24,418] | | | | | | [removed: 69,102] [added: 58,147] | | | | | | [removed: 8] [added: 3] | | % | | | | [removed: 10] [added: 8] | | % |
| Total | | | $ | [removed: 1,717,526] [added: 1,990,869] | | | | | $ | [removed: 1,513,557] [added: 1,717,526] | | | | | $ | [removed: 1,377,270] [added: 1,513,557] | | | | | [removed: 203,969] [added: 273,343] | | | | | | [removed: 136,287] [added: 203,969] | | | | | | [removed: 13] [added: 16] | | % | | | | [removed: 10] [added: 13] | | % |
In addition, we launched FICO® Score 10 BNPL and FICO® Score 10 T BNPL, the first credit scores from a leading credit scoring provider to incorporate Buy Now, Pay Later (“BNPL”) data.
These innovative scores represent a significant advancement in credit scoring, accounting for the growing importance of BNPL loans in the U.S. credit ecosystem.
Internationally, we launched a FICO Score in Kenya, which leverages TransUnion data and CreditVision variables to redefine risk management and help expand access to financial services across Kenya.
In fiscal 2025, in support of our B2C business and financial inclusion, we launched the FICO® Score Mortgage Simulator, which is the only simulator in the market built by FICO data scientists and powered by the FICO Score algorithm.
Marketplace offers easy access to data, artificial intelligence (“AI”) models, optimization tools, decision rulesets, and machine learning models, which deliver enterprise business outcomes from AI.
We announced newly granted patents around advancing responsible AI, machine learning, and applied intelligence technology.
Additionally, we continue to expand our FICO® Educational Analytics Challenge program that was created to empower students and help educate the next generation of data scientists.
- We issued $1.5 billion of senior notes and used the net proceeds to repay all the outstanding balances on our term loans.
We also amended our credit agreement to increase our borrowing capacity under the unsecured revolving line of credit to $1.0 billion and extended its maturity.
| | | | 2025 | | | | | | 2024 | | | | | | 2025 | | | | | | 2024 | | |
| Platform | | | $ | 190.3 | | | | | $ | 201.4 | | | | | $ | 215.1 | | | | | $ | 227.0 | | | | | $ | 227.7 | | | | | $ | 234.7 | | | | | $ | 254.2 | | | | | $ | 263.6 | |
| Total | | | $ | 687.7 | | | | | $ | 697.0 | | | | | $ | 709.6 | | | | | $ | 721.2 | | | | | $ | 729.3 | | | | | $ | 714.6 | | | | | $ | 739.1 | | | | | $ | 747.3 | |
The increase in business-to-consumer scores revenue was primarily attributable to an increase in royalties derived from scores sold indirectly to consumers through consumer reporting agencies.
| Restructuring charges | | | 10,922 | | | | | | — | | | | | | — | | | | | | 10,922 | | | | | | — | | | | | | — | | % | | | | — | | % |
| Restructuring charges | | | 1 | | % | | | | — | | % | | | | — | | % |
The increase in infrastructure and facilities costs was primarily attributable to an increase in third-party data center hosting costs and an increase in depreciation on data center computer hardware.
The decrease in outside services costs was primarily attributable to decreased third-party contractor costs.
The decrease in personnel and labor costs was primarily attributable to decreased incentive expense.
Restructuring Charges
During the fourth quarter of fiscal 2025, we incurred charges of $10.9 million in employee separation costs due to the elimination of 226 positions throughout the Company.
Cash payments for all the employee separation costs will be paid by the end of our fiscal 2026.
| Total segment operating income | | | 1,273,937 | | | | | | 1,070,883 | | | | | | 922,262 | | | | | | 203,054 | | | | | | 148,621 | | | | | | 19 | | % | | | | 16 | | % |
| Unallocated restructuring charges | | | (10,922) | | | | | | — | | | | | | — | | | | | | (10,922) | | | | | | — | | | | | | — | | % | | | | — | | % |
Segment operating income as a percentage of segment revenue for Software decreased to 30% from 32%, primarily attributable to the increases in third-party data center hosting costs and in personnel and labor costs.
On May 13, 2025, we amended our credit agreement with a syndicate of banks, increasing our borrowing capacity under the unsecured revolving line of credit from $600 million to $1.0 billion and extending its maturity to May 13, 2030.
Also on May 13, 2025, we repaid in full and terminated the $300 million unsecured term loan (the “$300 Million Term Loan”) and the $450 million unsecured term loan (the “$450 Million Term Loan”) outstanding under our credit agreement, utilizing proceeds from the issuance of the 2025 Senior Notes (as defined below).
On May 13, 2025, we issued $1.5 billion of senior notes in a private offering to qualified institutional investors (the “2025 Senior Notes,” and collectively with the 2018 Senior Notes, the 2019 Senior Notes and the 2021 Senior Notes, the “Senior Notes”).
The 2025 Senior Notes require interest payments semi-annually at a rate of 6.00% per annum and will mature on May 15, 2033.
| Revolving line of credit (1) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 275,000 | | | | | | — | | | | | | 275,000 | | |
| Operating lease obligations | | | 11,214 | | | | | | 8,125 | | | | | | 5,576 | | | | | | 3,767 | | | | | | 1,917 | | | | | | 2,191 | | | | | | 32,790 | | |
| Purchase obligations (2) | | | $ | 72,128 | | | | | 19,437 | | | | | | 5,035 | | | | | | 2,375 | | | | | | 273 | | | | | | — | | | | | | 99,248 | | |
| Total commitments | | | $ | 634,467 | | | | | $ | 157,187 | | | | | $ | 1,037,052 | | | | | $ | 96,142 | | | | | $ | 367,190 | | | | | $ | 1,772,191 | | | | | $ | 4,083,734 | |
We continued the expansion of our financial inclusion initiatives through the FICO® Educational Analytics Challenge, a program created to help promote diversity in data science, engineering, and technology at Historically Black Colleges and Universities.
Internationally, we launched a FICO Score based on Ukrainian Bureau of Credit Histories data, an innovative score to help Ukrainians gain credit access in Poland.
We also remained committed to expanding usage of the FICO® Resilience Index, a complement to FICO Scores that more precisely predicts a borrower’s resilience to future economic disruptions, helping lenders manage latent risk.
We continued to develop alternative data scores, including trended data cash flow attributes, to help lenders identify credit borrowers with positive financial profiles that extend beyond their traditional credit reports as well as offer credit score layering leveraging UltraFICO® Score and FICO® Score XD to help broaden accessibility and extend financial inclusion to borrowers with limited credit history.
A significant portion of our short-term opportunity remains in North America, where financial institutions are focused on digital transformation and understand the value of FICO® Platform.
(*) We sold certain assets related to our Siron compliance business during the quarter ended December 31, 2022, and the amount above excludes this product line for the year ended September 30, 2023.
| Platform | | | $ | 132.8 | | | | | $ | 152.5 | | | | | $ | 164.1 | | | | | $ | 173.2 | | | | | $ | 190.3 | | | | | $ | 201.4 | | | | | $ | 215.1 | | | | | $ | 227.0 | |
| Total | | | $ | 582.9 | | | | | $ | 613.5 | | | | | $ | 645.9 | | | | | $ | 669.4 | | | | | $ | 687.7 | | | | | $ | 697.0 | | | | | $ | 709.6 | | | | | $ | 721.2 | |
(*) We sold certain assets related to our Siron compliance business during the quarter ended December 31, 2022, and the amounts and percentages above exclude this product line at December 31, 2022.
(*) We sold certain assets related to our Siron compliance business during the quarter ended December 31, 2022, and the percentages above exclude this product line at December 31, 2022.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
The decrease in business-to-consumer revenue was primarily attributable to a decrease in direct sales generated from the myFICO.com website.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The decrease in professional services revenue was primarily attributable to our strategy to emphasize higher-margin software over professional services.
The increase in direct materials costs was primarily attributable to increased telecommunications expenses to support FICO® Customer Communications Services revenue.
The increase in personnel and labor costs was primarily attributable to increased share-based compensation expense, increased headcount, market base-pay adjustments, increased fringe benefit costs related to our supplemental retirement and savings plan, and increased incentive expense.
The increase in non-income tax costs was primarily attributable to a tax law change related to transfer pricing effective in fiscal 2024 that impacted a non-U.S. subsidiary.
The increase in infrastructure and facilities costs was primarily attributable to the impact of a favorable adjustment in the prior year from the termination of an office lease.
Amortization of Intangible Assets
Amortization of intangible assets consists of expense related to intangible assets recorded in connection with our acquisitions.
Our finite-lived intangible assets, consisting primarily of completed technology and customer contracts and relationships, are amortized using the straight-line method over periods ranging from five to ten years.
Amortization expense was $0.9 million and $1.1 million for fiscal 2024 and 2023, respectively.
The $1.9 million gain on product line asset sale during fiscal 2023 was attributable to the sale of certain assets related to our Siron compliance business.
| Total segment operating income | | | 883,985 | | | | | | 765,836 | | | | | | 659,830 | | | | | | 118,149 | | | | | | 106,006 | | | | | | 15 | | % | | | | 16 | | % |
| Gain on product line asset sale | | | — | | | | | | 1,941 | | | | | | — | | | | | | (1,941) | | | | | | 1,941 | | | | | | (100) | | % | | | | — | | % |
Segment operating income as a percentage of segment revenue for Software decreased to 32% from 33%, primarily attributable to a prior year one-time reimbursement from a third-party data center provider for implementation costs previously incurred, partially offset by a decrease in sales of our lower-margin professional services.
| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |
We have a $600 million unsecured revolving line of credit and a $300 million unsecured term loan (the “$300 Million Term Loan”) with a syndicate of banks that mature on August 19, 2026.
The $300 Million Term Loan requires principal payments in consecutive quarterly installments of $3.75 million on the last business day of each quarter.
Adjusted term SOFR is defined as term SOFR for the relevant interest period plus a SOFR adjustment of 0.10% per annum.
The credit agreement also contains other covenants typical of unsecured credit facilities.
On June 13, 2024, we amended our credit agreement to provide for the issuance of a new $450 million unsecured term loan (the “$450 Million Term Loan”) with a syndicate of banks, increasing the total capacity of the credit agreement to $1.35 billion.
The $450 Million Term Loan is subject to the same interest rate provisions and covenants as the revolving line of credit and the $300 Million Term Loan, and matures on August 19, 2026.
We have no obligation to make scheduled principal payments on the $450 Million Term Loan prior to the maturity date, but may prepay the $450 Million Term Loan, without premium or penalty, in whole or in part.
We were in compliance with all financial covenants under the credit agreement as of September 30, 2024.
| Revolving line of credit and term loans (1) | | | 15,000 | | | | | | 903,750 | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 918,750 | | |
| Operating lease obligations | | | 13,378 | | | | | | 9,805 | | | | | | 5,618 | | | | | | 4,439 | | | | | | 2,626 | | | | | | 2,039 | | | | | | 37,905 | | |
| Purchase obligations (2) | | | $ | 62,271 | | | | | 57,835 | | | | | | 2,594 | | | | | | — | | | | | | — | | | | | | — | | | | | | 122,700 | | |
| Total commitments | | | $ | 151,274 | | | | | $ | 1,432,015 | | | | | $ | 47,837 | | | | | $ | 940,880 | | | | | $ | 2,626 | | | | | $ | 2,039 | | | | | $ | 2,596,550 | |
An excerpt. Shown here: 40 of 160 rewritten, all 32 added and 40 of 45 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the FY2025 filing and the FY2024 filing.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
20 rewritten, 3 added, 6 removed, 41 unchanged
Read the full itemFY2025 item · filed November 7, 2025FY2024 item · filed November 6, 2024
We do not expect our operating [removed: results or cash flows] [added: expenses] to be affected to any significant degree by a sudden change in market interest rates.
The following table presents the principal amounts and related weighted-average yields for our investments with interest rate risk at September 30, [removed: 2024] [added: 2025] and [removed: 2023:][added: 2024:]
| | | | September 30, 2024 | | | | | | | | | | | | | | | [removed: | | | September 30, 2023 | | | | | | | | | | | | | | |]
| Cash and cash equivalents | | | $ | [removed: 150,667] [added: 134,136] | | | | | $ | [removed: 150,667] [added: 134,136] | | | | | [removed: 2.88] [added: 1.77] | | % | | | | $ | [removed: 136,778] [added: 150,667] | | | | | $ | [removed: 136,778] [added: 150,667] | | | | | [removed: 3.05] [added: 2.88] | | % |
The following table presents the face values and fair values for the Senior Notes at September 30, [removed: 2024] [added: 2025] and [removed: 2023:][added: 2024:]
| | | | September 30, [removed: 2024] [added: 2025] | | | | | | | | | | | | [added: | | | | | |] September 30, [removed: 2023] [added: 2024] | | | | | | | | | [added: | | | | | |]
| The 2018 Senior Notes | | | $ | 400,000 | | | | | 399,500 | | | | | | $ | 400,000 | | | | | $ | [removed: 386,000] [added: 399,500] | |
| The 2019 Senior Notes and the 2021 Senior Notes | | | 900,000 | | | | | | [removed: 864,000] [added: 875,250] | | | | | | 900,000 | | | | | | [removed: 803,250] [added: 864,000] | | |
| Total | | | $ | [removed: 1,300,000] [added: 2,800,000] | | | | | $ | [removed: 1,263,500] [added: 2,793,500] | | | | | $ | 1,300,000 | | | | | $ | [removed: 1,189,250] [added: 1,263,500] | |
We have interest rate risk with respect to our unsecured revolving line of [removed: credit and term loans.][added: credit.]
Interest rates on amounts borrowed under the revolving line of credit [removed: and term loans] are based on (i) an adjusted base rate, which is the greatest of (a) the prime rate, (b) the Federal Funds rate plus 0.5%, and (c) [removed: one-month adjusted term SOFR] [added: the Daily Simple Secured Overnight Financing Rate (“SOFR”)] plus 1%, plus, in each case, an applicable margin, [removed: or] (ii) [added: the Daily Simple SOFR plus] an [removed: adjusted] [added: applicable margin (or, if such rate is no longer available, a successor benchmark rate determined in accordance with the terms of the credit agreement), or (iii)] term SOFR [added: (without a credit spread adjustment)] plus an applicable margin (or, if such rate is no longer available, a successor benchmark rate determined in accordance with the terms of the credit agreement).
As of September 30, [removed: 2024,] [added: 2025,] we had [removed: $210.0] [added: $275.0] million in borrowings outstanding under the revolving line of credit at a weighted-average interest rate of [removed: 6.396%, $258.8 million in outstanding balance of the $300 Million Term Loan at an interest rate of 6.344%, and $450.0 million in outstanding balance of the $450 Million Term Loan at an interest rate of 6.281%.][added: 5.423%.]
The following tables summarize our outstanding foreign currency forward contracts, by currency, at September 30, [removed: 2024] [added: 2025] and [removed: 2023:][added: 2024:]
| | | | [added: September 30, 2025] | | | [removed: September 30, 2024] | | | | | | | | | [added: September 30, 2024] | | | | | | [added: | | |]
| Euro (EUR) | | | [removed: | | |] EUR | 13,000 | | | | | $ | 14,531 | | | | | — | | |
| British pound (GBP) | | | [removed: | | |] GBP | 12,237 | | | | | $ | 16,400 | | | | | — | | |
| Singapore dollar (SGD) | | | [removed: | | |] SGD | 7,404 | | | | | $ | 5,800 | | | | | — | | |
| British pound (GBP) | | | [added: | | |] GBP | [removed: 10,700] [added: 10,019] | | | | | $ | [removed: 13,100] [added: 13,500] | | | | | — | | |
| Singapore dollar (SGD) | | | [added: | | |] SGD | [removed: 8,569] [added: 8,087] | | | | | $ | 6,300 | | | | | — | | |
The foreign currency forward contracts were entered into on September 30, [removed: 2024] [added: 2025] and [removed: 2023;] [added: 2024;] therefore, their fair value was $0 at each of these dates.
| The 2025 Senior Notes | | | 1,500,000 | | | | | | 1,518,750 | | | | | | — | | | | | | — | | |
| | | | | | | September 30, 2025 | | | | | | | | | | | | | | |
| Euro (EUR) | | | | | | EUR | 7,700 | | | | | $ | 9,034 | | | | | — | | |
On May 8, 2018, we issued $400 million of senior notes in a private placement to qualified institutional investors (the “2018 Senior Notes”).
On December 6, 2019, we issued $350 million of senior notes in a private offering to qualified institutional investors (the “2019 Senior Notes”).
On December 17, 2021, we issued $550 million of additional senior notes of the same class as the 2019 Senior Notes in a private placement to qualified institutional investors (the “2021 Senior Notes” and collectively with the 2018 Senior Notes and 2019 Senior Notes, the “Senior Notes”).
Adjusted term SOFR is defined as term SOFR for the relevant interest period plus a SOFR adjustment of 0.10% per annum.
| | | | September 30, 2023 | | | | | | | | | | | | | | |
| Euro (EUR) | | | EUR | 12,900 | | | | | $ | 13,621 | | | | | — | | |
Item 1. Business
43 rewritten, 29 added, 27 removed, 320 unchanged
Read the full itemFY2025 item · filed November 7, 2025FY2024 item · filed November 6, 2024
Fair Isaac Corporation (NYSE: FICO) (together with its consolidated subsidiaries, the “Company,” which may also be referred to in this report as “we,” “us,” “our,” and “FICO”) is a [removed: leading applied] [added: global] analytics [removed: company.][added: software leader.]
We also serve consumers through online services that enable people to access and understand their FICO Scores — the standard measure [added: of consumer credit risk] in the United States (“U.S.”) [removed: of consumer credit risk] — empowering them to increase financial literacy and manage their financial health.
These scores use alternative data sources to enhance conventional [removed: credit bureau] [added: consumer reporting agency] data and generate scores for otherwise un-scorable consumers and in many cases improve the credit scores of scorable consumers.
- The [removed: UltraFICOTM] [added: UltraFICO®] Score uses consumer-permissioned data such as checking, savings, or money market account data, to generate scores on the same 300-850 scale as standard FICO® Scores.
These scores are typically sold to end-users through consumer reporting agencies in those countries, as they are in the U.S. FICO Scores have been made available in over 40 countries and we have also developed client-specific versions of the FICO Score in over ten [removed: countries that we sell directly to end-user customers.][added: countries.]
These include proprietary applications of both linear and nonlinear optimization algorithms, advanced neural systems, machine learning and [removed: AI.][added: artificial intelligence (“AI”).]
[removed: In addition, many core] [added: Many] capabilities of FICO’s current software products are now part of FICO Platform, [removed: enabling solutions] [added: addressing use cases] such as [removed: Originations] [added: origination, fraud detection, customer management,] and [removed: Customer Management.][added: next best action, among others.]
Our annual recurring revenue (“ARR”) from FICO® Platform based products was [removed: $227.0] [added: $263.6] million as of September 30, [removed: 2024,] [added: 2025,] representing [removed: 31%] [added: 35%] of our total software ARR.
- FICO® Analytics [removed: WorkbenchTM] [added: Workbench] is a predictive analytics tool that allows businesses to create and deploy explainable machine learning models for use in decisions that typically require strict governance and compliance, often including regulatory oversight.
Seven of the top ten companies on the [removed: 2024] [added: 2025] Fortune 500 list use one or more of our solutions.
During fiscal [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] revenues generated from our agreements with Experian, TransUnion and Equifax collectively accounted for [removed: 45%, 41%] [added: 51%, 45%] and [removed: 39%] [added: 41%] of our total revenues, respectively.
Our largest market segment is financial services, representing 92% of our total revenue during fiscal [removed: 2024.][added: 2025.]
Our largest geographic market is the Americas, representing [removed: 84%] [added: 87%] of our total revenue during fiscal [removed: 2024.][added: 2025.]
- fraud [removed: solution] [added: solutions] providers;
- providers of credit reports and credit [removed: scores;][added: scores, including consumer reporting agencies;]
In the fraud [added: solutions] market for banking, we compete primarily with Nice Actimize, Experian, Pegasystems, BAE Systems Applied Intelligence, SAS, ACI Worldwide, IBM, Feedzai and Featurespace.
As of September 30, [removed: 2024,] [added: 2025,] we held [removed: 198] [added: 204] U.S. and [removed: 29] [added: 26] foreign patents, with [removed: 75] [added: 79] applications pending.
As of September 30, [removed: 2024,] [added: 2025,] we had [removed: 24] [added: 23] trademarks registered in the U.S. and select foreign countries.
The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) prohibits unfair, deceptive, or abusive acts or practices (“UDAAP”) with respect to the offering of consumer financial products and services and provides the Consumer Financial Protection Bureau (the “CFPB”) with [removed: enforcement] authority to enforce those provisions as well as certain enumerated federal consumer financial laws.
There has been an increased focus on laws and regulations related to our business and the business of our [removed: customers, including by U.S. regulators such as the CFPB,] [added: customers] relating to policy concerns regarding the operation of consumer reporting agencies, the use and accuracy of credit and alternative data, the costs of consumer reports and credit scores, the use of credit scores and fair lending, and the use, transparency, and fairness of algorithms, [removed: artificial intelligence,] [added: AI,] and machine learning in business processes.
The European Commission has finalized the EU AI Act, which establishes requirements for the provision and use of products that leverage [removed: artificial intelligence] [added: AI] systems, including in credit scoring.
Other countries, as well as the executive branch of the U.S. government and a number of U.S. states, are considering or have implemented [removed: regulations] [added: laws, regulations,] or standards applicable to [removed: artificial intelligence] [added: AI] technologies.
Additional laws and regulations [added: in the U.S. and abroad] that may affect our business and our current and prospective customers’ activities include, but are not limited to, those in the following significant regulatory areas:
- [removed: The] [added: Laws and regulations related to data and cybersecurity, such as the] Cybersecurity Act of 2015; the U.S. Department of Commerce’s National Institute of Standards and Technology’s Cybersecurity Framework; the Clarifying Lawful Overseas Use of Data Act; cyber incident notice requirements for banks and their service providers under rules and regulations issued by federal banking regulators; cybersecurity incident disclosure requirements for public companies under regulations issued by the SEC; and identity theft, file freezing, and similar state privacy laws.
- Laws and regulations relating to the environmental, social and governance, or sustainability, practices of companies, including enhanced climate-related disclosure requirements from regulators, such as [removed: California and the SEC,] [added: California’s climate disclosure rules] and the E.U.’s Corporate Sustainability Reporting Directive.
We are also subject to federal and state laws that are generally applicable to any U.S. business with national or international operations, such as antitrust [added: and unfair competition] laws, the Foreign Corrupt Practices Act, the Americans with Disabilities Act, state unfair or deceptive practices acts and various employment laws.
As of September 30, [removed: 2024,] [added: 2025,] we employed [removed: 3,586] [added: 3,811] persons across [removed: 27] [added: 28] countries.
Of these, our largest representation [removed: includes 1,309 (36%)] [added: included 1,335 (35%)] based in the U.S., [removed: 1,367 (38%)] [added: 1,506 (40%)] based in India and [removed: 264] [added: 271] (7%) based in the U.K. Other than to the extent mandated by applicable law in certain foreign jurisdictions, none of our employees are covered by a collective bargaining agreement, and no work stoppages were experienced during fiscal [removed: 2024.][added: 2025.]
The Leadership Development and Compensation Committee (the “LDCC”) of our Board oversees all human capital management policies, programs, and strategies, including but not limited to those regarding talent recruitment, development, retention, [added: succession planning,] health and safety, organizational culture, employee engagement, diversity, and compensation and benefit programs.
Examples of organizational changes that have been driven by the insights from these surveys include investments in expanded workforce capacity, [removed: policies designed to ensure applicant pools are appropriately diverse prior to hiring decisions taking place,] broadened and more frequent company-wide communications, increased employee stock ownership by significantly expanding the recipients of equity-based [removed: awards,] [added: awards and encouraging all employees to take advantage of our Employee Stock Purchase Plan,] expanded benefit programs including paid parental leave, well-being, family building, childcare reimbursement and company-funded transportation programs, enhanced incentive plan funding, and expanded investments in professional development targeting leadership and technical skills, as well as [removed: culture-based] initiatives to promote [removed: inclusiveness and belonging.][added: a culture where all employees feel welcome at work.]
FICO is committed to building and reinforcing a culture where [removed: individual differences] [added: all employees feel welcome] and [added: where individual] perspectives are valued.
We also believe that promoting a culture where [added: each] individual [removed: differences are both welcomed and] [added: is truly] valued allows [removed: us to attract the best talent while allowing] [added: our] people to reach their full potential.
Our FICO Cares [removed: ERG] [added: organization] encourages our people to connect with and contribute to their community.
We also encourage and match employee cash donations [added: and volunteer time] to qualified charitable organizations through our Corporate Matching Gift Program.
Across our global workforce, as of September 30, [removed: 2024,] [added: 2025,] the percentage of males and females was 67% and 33%, respectively.
Looking at our U.S. workforce, as of September 30, [removed: 2024, 45%] [added: 2025, 46%] were racially/ethnically diverse employees who are members of a protected class.
Additional information on our [removed: diversity] [added: talent] programs [removed: and efforts are] [added: is] available on the Corporate Responsibility page of our website at *www.fico.com/en/corporate-responsibility*.
We deploy selection practices designed to ensure strong alignment between candidate qualifications and knowledge and skills needed for success in each role, [removed: while avoiding unconscious biases through] [added: and we invest in] hiring manager [removed: education and use of decision tools.][added: training focused on effective selection strategies.]
And, consistent with our remarkably low undesired attrition rate, FICO has significantly strengthened its position as an employer of [removed: choice over the past year,] [added: choice,] resulting in [removed: very] attractive external candidate pools.
Approximately [removed: 20%] [added: 25%] of our people are recognized via promotion each year.
Originations capabilities are available on FICO® Platform.
Customer Communication capabilities are available on FICO® Platform.
- developers and providers of neural networks, machine learning, and AI systems;
Numerous other U.S. states have passed similar privacy laws, and other states are considering such legislation.
Our engagement scores have steadily strengthened and we have enjoyed strong workforce retention over the past year.
Each of 22 engagement driver scores from our most recent surveys are at or above our external benchmark scores.
FICO believes that a highly talented workforce that includes people with a wide range of backgrounds, experiences and perspectives drives innovation while helping us relate to our global customer base.
Our goal is to achieve this innovation and connection to our customer base through a culture that attracts the broadest talent audience possible, while always striving to select the most qualified individuals.
Our Board spends considerable time each year reviewing CEO and key leadership succession and development plans.
These discussions include an annual dedicated review of CEO succession, as well as discussions at multiple meetings, including in executive session as needed, regarding broader key leader succession, organizational health and scenario planning in the event of unexpected leadership changes.
The Board also has regular and direct exposure to senior leadership and high potential officers through formal and informal avenues throughout the year.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
Our executive officers as of September 30, 2025 were as follows:
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Name | | | Positions Held | | | Age | | |
| William J. Lansing | | | January 2012–present, Chief Executive Officer and member of the Board of Directors of the Company. February 2009–November 2010, Chief Executive Officer and President, Infospace, Inc. 2004–2007, Chief Executive Officer and President, ValueVision Media, Inc. 2001–2003, General Partner, General Atlantic LLC. 2000–2001, Chief Executive Officer, NBC Internet, Inc. 1998–2000, President/Chief Executive Officer, Fingerhut Companies, Inc. 1996–1998, Vice President, Corporate Business Development, General Electric Company. 1996, Executive Vice President, Chief Operating Officer, Prodigy, Inc. 1986–1995, various positions, McKinsey & Company, Inc. | | | 67 | | |
| | | | | | | | | |
| Steven P. Weber | | | May 2023–present, Executive Vice President, Chief Financial Officer of the Company. January 2023–May 2023, Vice President, Interim Chief Financial Officer of the Company. March 2021–January 2023, Vice President, Treasurer, Tax and Investor Relations of the Company. November 2010–March 2021, Vice President of Investor Relations and Treasurer of the Company. April 2003–November 2010, various positions with the Company. September 2001–April 2003, Senior Financial Analyst, Metris Companies. 1990–2001, various positions, Foodservice News. | | | 62 | | |
| | | | | | | | | |
| Nikhil Behl | | | March 2025–present, President, Software of the Company. July 2024–March 2025, Executive Vice President, Software of the Company. August 2023–July 2024, Executive Vice President, Chief Marketing Officer of the Company. April 2014–August 2023, Vice President, Chief Marketing Officer of the Company. October 2013–April 2014, Consultant to the Company. February 2012–October 2013, Chief Executive Officer of Supplizer. August 2011–January 2012, Chief Executive Officer of Zoostores.com. July 2010–August 2011, Chief Executive Officer, Mercantila Business Unit of Infospace. 2007–2010, Chief Merchandising Officer of Mercantila. 1995–June 2007, various positions, including VP Sales & Operations and VP Sales & Customer Service, Home & Home Office Store of Hewlett Packard. | | | 51 | | |
| | | | | | | | | |
| Thomas A. Bowers | | | August 2020–present, Executive Vice President, Corporate Strategy of the Company. September 2019–August 2020, Vice President, Business Consulting of the Company. April 2018–September 2019, Founder and Managing Partner, M Cubed Development, LLC. August 2012–March 2018, Executive Vice President, American Savings Bank. 1987–2012, Senior partner and various positions, McKinsey & Company, Inc. | | | 70 | | |
| | | | | | | | | |
| Richard S. Deal | | | November 2015–present, Executive Vice President, Chief Human Resources Officer of the Company. August 2007–November 2015, Senior Vice President, Chief Human Resources Officer of the Company. January 2001–August 2007, Vice President, Human Resources of the Company. 1998–2001, Vice President, Human Resources, Arcadia Financial, Ltd. 1993–1998, managed broad range of human resources corporate and line consulting functions with U.S. Bancorp. | | | 58 | | |
| | | | | | | | | |
| Michael S. Leonard | | | November 2011–present, Vice President, Chief Accounting Officer of the Company. November 2007–November 2011, Senior Director, Finance of the Company. July 2000–November 2007, Director, Finance of the Company. 1998–2000, Controller of Natural Alternatives International, Inc. 1994–1998, various audit staff positions at KPMG LLP. | | | 60 | | |
| | | | | | | | | |
| Mark R. Scadina | | | February 2009–present, Executive Vice President, General Counsel and Corporate Secretary of the Company. June 2007–February 2009, Senior Vice President, General Counsel and Corporate Secretary of the Company. 2003–2007, various senior positions including Executive Vice President, General Counsel and Corporate Secretary, Liberate Technologies, Inc. 1999–2003, various leadership positions including Vice President and General Counsel, Intertrust Technologies Corporation. 1994–1999, Associate, Pennie and Edmonds LLP. | | | 56 | | |
For example, FICO’s industry leading rules-based decisioning engine, FICO® Blaze Advisor® decision rules management system, is now available on FICO Platform as FICO® Decision Modeler.
Certain Originations capabilities are available on FICO® Platform today, and we plan to make additional Originations capabilities available on FICO Platform in the future.
Certain Customer Communication capabilities are available on FICO® Platform today, and we plan to make additional Customer Communication capabilities available on FICO Platform in the future.
- FICO® Advisors.
FICO Advisors are business consultants accelerating the practical use of FICO solutions through data-driven analytics, strategic design, and software applications.
Our seasoned practitioners are uniquely valued for their credit lifecycle risk and fraud knowledge and can help drive measurable results in an ever-dynamic economic market.
- neural network developers and artificial intelligence system builders;
Numerous other U.S. states have considered similar privacy laws, with many of those states having passed such laws with respective effective dates ranging from 2023 through 2026.
For example, the CFPB has initiated a public request for information relating to fees charged by providers of mortgages and related settlement services, including fees for consumer reports and credit scores.
In addition, the CFPB has indicated that it intends to issue rules under the FCRA that would extend the FCRA to certain business practices not currently subject to that statute.
Our engagement scores have steadily strengthened over the past year, and nearly all driver scores remain well above their published external benchmark.
We have recently experienced a remarkably low undesired attrition rate which, over the past 12-month period, is the lowest we have experienced in decades and well below competitive market rates.
We believe that diverse teams can better relate to and deliver against the many and varied needs of our clients.
Foundationally, we have adopted a “Commitment to Inclusion and Belonging Policy” which provides that all employment-related decisions be made in compliance with established equal opportunity statutes.
Accordingly, all decisions to employ, transfer, promote, train, compensate, or otherwise provide access to benefit programs are to be made in accordance with these statutes.
In addition, in the U.S. we have established an Affirmative Action Program and underlying plans for office locations with 50 or more employees to formally measure, report on, and identify needed actions to close any gaps involving the utilization and advancement of women, minorities, disabled persons, and veterans.
All employees receive mandatory training and testing on this and other foundational and compliance policies during the on-boarding process and every two years thereafter, with people managers receiving training regarding their unique leadership responsibilities.
As examples, we have a mandatory training program to identify, prevent and combat prohibited harassment, as well as training and “dialogue sessions” designed to build understanding of unconscious biases and strategies to overcome them.
Building on this foundation, we sponsor and provide dedicated funding to multiple employee resource groups (“ERGs”) that help support our goals of workforce engagement and a strong sense of inclusion and belonging.
FICO ERGs focus on women, race/ethnicity, LGBTQ+, and community support groups.
All FICO ERGs are open to everyone at FICO to join.
As one strategy to accelerate progress in expanding workforce diversity, we engage in targeted campus recruiting efforts.
In the U.S., we maintain and continue to expand our partnership with the Management Leadership for Tomorrow (MLT.org) organization which helps us connect with racially diverse college students for summer internships followed by offers of full-time employment upon graduation.
Also in the U.S., our FICO Educational Analytics Challenge program involves close partnerships with Historically Black Colleges and Universities through which we sponsor data science-focused projects with these experiences helping to fuel diversity recruiting efforts.
In addition, our campus recruiting program in India, which targets software engineering and data science graduates, has yielded a female hiring ratio averaging near 50% annually in each of the past several years, helping us increase the percentage of women in our organization.
We have adopted a policy that seeks a level of qualified applicant pool diversity to be achieved prior to offer extension as a strategy for building workforce diversity along with high quality hires.
We have also substantially reduced employee travel to only essential business needs in favor of ongoing video-based meetings.
An excerpt. Shown here: 40 of 43 rewritten, all 29 added and all 27 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2025 filing and the FY2024 filing.
Item 3. Legal Proceedings
0 rewritten, 4 added, 1 removed, 0 unchanged
Read the full itemFY2025 item · filed November 7, 2025FY2024 item · filed November 6, 2024
FICO is a defendant in consolidated putative class action lawsuits brought in the Northern District of Illinois against FICO and the credit bureaus, Equifax, Experian and TransUnion, alleging antitrust claims in connection with the distribution of FICO Scores.
On November 24, 2024, the court ruled on FICO’s and the credit bureaus’ motions to dismiss the plaintiffs’ amended complaints.
The court dismissed with prejudice all claims in the lawsuit other than a Sherman Act Section 2 claim and accompanying state law claims against FICO, which were allowed to proceed through the discovery stage of the litigation.
FICO intends to vigorously defend against the remaining claims in this proceeding.
Not applicable.
Cover and table of contents
29 rewritten, 7 added, 8 removed, 73 unchanged
Read the full itemFY2025 item · filed November 7, 2025FY2024 item · filed November 6, 2024
For the fiscal year ended September 30, [removed: 2024][added: 2025]
As of March 31, [removed: 2024,] [added: 2025,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was [removed: $24,649,255,443] [added: $36,060,682,209] based on the last transaction price as reported on the New York Stock Exchange on such date.
The number of shares of common stock outstanding on October [removed: 24, 2024] [added: 23, 2025] was [removed: 24,347,903] [added: 23,709,047] (excluding [removed: 64,508,880] [added: 65,147,736] shares held by the Company as treasury stock).
Portions of the Registrant’s definitive proxy statement relating to its [removed: 2025] [added: 2026] Annual Meeting of Stockholders [removed: (“2025] [added: (“2026] Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.
The [removed: 2025] [added: 2026] Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.
| Item 1. | | | [removed: [Business](#i8c0ec7b5ed6848dba4344ae15ea5352a_16)] [added: [Business](#i7aa1048b0770426b8598c1bd14d034c2_16)] | | | [removed: [3](#i8c0ec7b5ed6848dba4344ae15ea5352a_16)] [added: [3](#i7aa1048b0770426b8598c1bd14d034c2_16)] | | |
| Item 1A. | | | [Risk [removed: Factors](#i8c0ec7b5ed6848dba4344ae15ea5352a_19)] [added: Factors](#i7aa1048b0770426b8598c1bd14d034c2_19)] | | | [removed: [16](#i8c0ec7b5ed6848dba4344ae15ea5352a_19)] [added: [17](#i7aa1048b0770426b8598c1bd14d034c2_19)] | | |
| Item 1B. | | | [Unresolved Staff [removed: Comments](#i8c0ec7b5ed6848dba4344ae15ea5352a_22)] [added: Comments](#i7aa1048b0770426b8598c1bd14d034c2_22)] | | | [removed: [29](#i8c0ec7b5ed6848dba4344ae15ea5352a_22)] [added: [31](#i7aa1048b0770426b8598c1bd14d034c2_22)] | | |
| Item 1C. | | | [removed: [Cybersecurity](#i8c0ec7b5ed6848dba4344ae15ea5352a_1750)] [added: [Cybersecurity](#i7aa1048b0770426b8598c1bd14d034c2_25)] | | | [removed: [29](#i8c0ec7b5ed6848dba4344ae15ea5352a_1750)] [added: [31](#i7aa1048b0770426b8598c1bd14d034c2_25)] | | |
| Item 2. | | | [removed: [Properties](#i8c0ec7b5ed6848dba4344ae15ea5352a_25)] [added: [Properties](#i7aa1048b0770426b8598c1bd14d034c2_28)] | | | [removed: [31](#i8c0ec7b5ed6848dba4344ae15ea5352a_25)] [added: [33](#i7aa1048b0770426b8598c1bd14d034c2_28)] | | |
| Item 3. | | | [Legal [removed: Proceedings](#i8c0ec7b5ed6848dba4344ae15ea5352a_28)] [added: Proceedings](#i7aa1048b0770426b8598c1bd14d034c2_31)] | | | [removed: [31](#i8c0ec7b5ed6848dba4344ae15ea5352a_28)] [added: [33](#i7aa1048b0770426b8598c1bd14d034c2_31)] | | |
| Item 4. | | | [Mine Safety [removed: Disclosures](#i8c0ec7b5ed6848dba4344ae15ea5352a_31)] [added: Disclosures](#i7aa1048b0770426b8598c1bd14d034c2_34)] | | | [removed: [32](#i8c0ec7b5ed6848dba4344ae15ea5352a_31)] [added: [33](#i7aa1048b0770426b8598c1bd14d034c2_34)] | | |
| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i8c0ec7b5ed6848dba4344ae15ea5352a_37)] [added: Securities](#i7aa1048b0770426b8598c1bd14d034c2_40)] | | | [removed: [33](#i8c0ec7b5ed6848dba4344ae15ea5352a_37)] [added: [34](#i7aa1048b0770426b8598c1bd14d034c2_40)] | | |
| Item 6. | | | [removed: [\[Reserved\]](#i8c0ec7b5ed6848dba4344ae15ea5352a_40)] [added: [\[Reserved\]](#i7aa1048b0770426b8598c1bd14d034c2_43)] | | | [removed: [34](#i8c0ec7b5ed6848dba4344ae15ea5352a_40)] [added: [35](#i7aa1048b0770426b8598c1bd14d034c2_43)] | | |
| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i8c0ec7b5ed6848dba4344ae15ea5352a_43)] [added: Operations](#i7aa1048b0770426b8598c1bd14d034c2_46)] | | | [removed: [35](#i8c0ec7b5ed6848dba4344ae15ea5352a_43)] [added: [36](#i7aa1048b0770426b8598c1bd14d034c2_46)] | | |
| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i8c0ec7b5ed6848dba4344ae15ea5352a_67)] [added: Risk](#i7aa1048b0770426b8598c1bd14d034c2_70)] | | | [removed: [48](#i8c0ec7b5ed6848dba4344ae15ea5352a_67)] [added: [49](#i7aa1048b0770426b8598c1bd14d034c2_70)] | | |
| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i8c0ec7b5ed6848dba4344ae15ea5352a_70)] [added: Data](#i7aa1048b0770426b8598c1bd14d034c2_73)] | | | [removed: [51](#i8c0ec7b5ed6848dba4344ae15ea5352a_70)] [added: [51](#i7aa1048b0770426b8598c1bd14d034c2_73)] | | |
| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i8c0ec7b5ed6848dba4344ae15ea5352a_157)] [added: Disclosure](#i7aa1048b0770426b8598c1bd14d034c2_154)] | | | [removed: [85](#i8c0ec7b5ed6848dba4344ae15ea5352a_157)] [added: [86](#i7aa1048b0770426b8598c1bd14d034c2_154)] | | |
| Item 9A. | | | [Controls and [removed: Procedures](#i8c0ec7b5ed6848dba4344ae15ea5352a_160)] [added: Procedures](#i7aa1048b0770426b8598c1bd14d034c2_157)] | | | [removed: [85](#i8c0ec7b5ed6848dba4344ae15ea5352a_160)] [added: [86](#i7aa1048b0770426b8598c1bd14d034c2_157)] | | |
| Item 9B. | | | [Other [removed: Information](#i8c0ec7b5ed6848dba4344ae15ea5352a_163)] [added: Information](#i7aa1048b0770426b8598c1bd14d034c2_160)] | | | [removed: [86](#i8c0ec7b5ed6848dba4344ae15ea5352a_163)] [added: [87](#i7aa1048b0770426b8598c1bd14d034c2_160)] | | |
| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i8c0ec7b5ed6848dba4344ae15ea5352a_166)] [added: Inspections](#i7aa1048b0770426b8598c1bd14d034c2_163)] | | | [removed: [86](#i8c0ec7b5ed6848dba4344ae15ea5352a_166)] [added: [88](#i7aa1048b0770426b8598c1bd14d034c2_163)] | | |
| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i8c0ec7b5ed6848dba4344ae15ea5352a_172)] [added: Governance](#i7aa1048b0770426b8598c1bd14d034c2_169)] | | | [removed: [87](#i8c0ec7b5ed6848dba4344ae15ea5352a_172)] [added: [89](#i7aa1048b0770426b8598c1bd14d034c2_169)] | | |
| Item 11. | | | [Executive [removed: Compensation](#i8c0ec7b5ed6848dba4344ae15ea5352a_175)] [added: Compensation](#i7aa1048b0770426b8598c1bd14d034c2_172)] | | | [removed: [88](#i8c0ec7b5ed6848dba4344ae15ea5352a_175)] [added: [89](#i7aa1048b0770426b8598c1bd14d034c2_172)] | | |
| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i8c0ec7b5ed6848dba4344ae15ea5352a_178)] [added: Matters](#i7aa1048b0770426b8598c1bd14d034c2_175)] | | | [removed: [88](#i8c0ec7b5ed6848dba4344ae15ea5352a_178)] [added: [89](#i7aa1048b0770426b8598c1bd14d034c2_175)] | | |
| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i8c0ec7b5ed6848dba4344ae15ea5352a_181)] [added: Independence](#i7aa1048b0770426b8598c1bd14d034c2_178)] | | | [removed: [88](#i8c0ec7b5ed6848dba4344ae15ea5352a_181)] [added: [89](#i7aa1048b0770426b8598c1bd14d034c2_178)] | | |
| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i8c0ec7b5ed6848dba4344ae15ea5352a_184)] [added: Services](#i7aa1048b0770426b8598c1bd14d034c2_181)] | | | [removed: [88](#i8c0ec7b5ed6848dba4344ae15ea5352a_184)] [added: [89](#i7aa1048b0770426b8598c1bd14d034c2_181)] | | |
| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i8c0ec7b5ed6848dba4344ae15ea5352a_190)] [added: Schedules](#i7aa1048b0770426b8598c1bd14d034c2_187)] | | | [removed: [89](#i8c0ec7b5ed6848dba4344ae15ea5352a_190)] [added: [90](#i7aa1048b0770426b8598c1bd14d034c2_187)] | | |
| Item 16. | | | [Form 10-K [removed: Summary](#i8c0ec7b5ed6848dba4344ae15ea5352a_202)] [added: Summary](#i7aa1048b0770426b8598c1bd14d034c2_199)] | | | [removed: [93](#i8c0ec7b5ed6848dba4344ae15ea5352a_202)] [added: [93](#i7aa1048b0770426b8598c1bd14d034c2_199)] | | |
*Statements contained in this report that are not statements of historical fact [removed: should be considered] [added: are] forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”).
| [PART I](#i7aa1048b0770426b8598c1bd14d034c2_13) | | | | | | | | |
| [PART II](#i7aa1048b0770426b8598c1bd14d034c2_37) | | | | | | | | |
| [PART III](#i7aa1048b0770426b8598c1bd14d034c2_166) | | | | | | | | |
| [PART IV](#i7aa1048b0770426b8598c1bd14d034c2_184) | | | | | | | | |
| [Signatures](#i7aa1048b0770426b8598c1bd14d034c2_202) | | | | | | [94](#i7aa1048b0770426b8598c1bd14d034c2_202) | | |
Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made.
We disclaim any intent or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
| [PART I](#i8c0ec7b5ed6848dba4344ae15ea5352a_13) | | | | | | | | |
| [PART II](#i8c0ec7b5ed6848dba4344ae15ea5352a_34) | | | | | | | | |
| [PART III](#i8c0ec7b5ed6848dba4344ae15ea5352a_169) | | | | | | | | |
| [PART IV](#i8c0ec7b5ed6848dba4344ae15ea5352a_187) | | | | | | | | |
| [Signatures](#i8c0ec7b5ed6848dba4344ae15ea5352a_205) | | | | | | [94](#i8c0ec7b5ed6848dba4344ae15ea5352a_205) | | |
Forward-looking statements are qualified by some or all of these risk factors.
Therefore, you should consider these risk factors with caution and form your own critical and independent conclusions about the likely effect of these risk factors on our future performance.
Such forward-looking statements speak only as of the date on which statements are made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made to reflect the occurrence of unanticipated events or circumstances.
Item 1C. Cybersecurity
5 rewritten, 0 added, 0 removed, 51 unchanged
Read the full itemFY2025 item · filed November 7, 2025FY2024 item · filed November 6, 2024
The Company’s Chief Information Security Officer (“CISO”), who reports to the [removed: Executive Vice] President, Software, is responsible for the design and implementation of our security program and strategy based on the mandate provided by the Board and senior management.
These teams are expected to operate pursuant to documented plans and playbooks that include processes for escalation of incidents to leadership and to the Audit Committee and [added: the] Board, as appropriate, based on the severity level of an incident.
Our Board [removed: of Directors’] responsibility is to monitor the Company’s risk management processes by informing itself concerning our material risks and evaluating whether management has reasonable controls in place to address the material risks.
The Audit Committee of the Board [removed: of Directors] is responsible for discussing with management the Company’s major risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies.
The Audit Committee, in turn, reports on the matters discussed at the committee level to the full [removed: Board of Directors.][added: Board.]
Item 2. Properties
1 rewritten, 0 added, 0 removed, 2 unchanged
Read the full itemFY2025 item · filed November 7, 2025FY2024 item · filed November 6, 2024
As of September 30, [removed: 2024,] [added: 2025,] the Company leased office facilities in geographically dispersed locations primarily for corporate functions, sales, research and development, data centers and other purposes.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
8 rewritten, 4 added, 6 removed, 12 unchanged
Read the full itemFY2025 item · filed November 7, 2025FY2024 item · filed November 6, 2024
According to records of our transfer agent, at October [removed: 24, 2024,] [added: 23, 2025,] we had [removed: 223] [added: 208] stockholders of record of our common stock.
Payment of future cash dividends, if any, will be at the discretion of our [removed: board of directors] [added: Board] after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs, outstanding indebtedness, plans for expansion and restrictions imposed by our debt arrangements, if any.
(1)Includes [removed: 1,183] [added: 898] shares delivered in satisfaction of the tax withholding obligations resulting from the vesting of restricted stock units held by employees during the quarter ended September 30, [removed: 2024.][added: 2025.]
(2)In [removed: January 2024,] [added: June 2025,] our Board [removed: of Directors] approved a [added: new] stock repurchase program (the [removed: “January 2024] [added: “June 2025] program”), replacing [removed: our] [added: the] previously authorized [removed: October 2022] [added: July 2024] stock repurchase program, which was terminated prior to its expiration.
The [removed: January 2024] [added: June 2025] program [removed: was] [added: is] open-ended and [removed: authorized] [added: authorizes] repurchases of shares of our common stock from time to time up to an aggregate cost of [removed: $500.0 million] [added: $1.0 billion] in the open market or in negotiated transactions.
The [removed: July 2024] [added: June 2025] program remains in effect until the total authorized amount is expended or until further action by our [removed: Board of Directors.][added: Board.]
The following graph shows the total stockholder return of an investment of $100 in cash on September 30, [removed: 2019,] [added: 2020,] in (a) the Company’s common stock, (b) the Standard & Poor’s 500 Stock Index and (c) the Standard & Poor’s 500 Application Software Index, in each case with reinvestment of dividends.
[removed: ][added: ]
| July 1, 2025 through July 31, 2025 | | | 131,572 | | | | | | $ | 1,620.27 | | | | | 131,046 | | | | | | $ | 667,795,277 | |
| August 1, 2025 through August 31, 2025 | | | 145,749 | | | | | | $ | 1,373.86 | | | | | 145,457 | | | | | | $ | 467,959,531 | |
| September 1, 2025 through September 30, 2025 | | | 81,456 | | | | | | $ | 1,528.23 | | | | | 81,376 | | | | | | $ | 343,600,296 | |
| | | | 358,777 | | | | | | $ | 1,499.27 | | | | | 357,879 | | | | | | $ | 343,600,296 | |
| July 1, 2024 through July 31, 2024 | | | 54,370 | | | | | | $ | 1,561.79 | | | | | 53,777 | | | | | | $ | 1,000,000,000 | |
| August 1, 2024 through August 31, 2024 | | | 69,769 | | | | | | $ | 1,721.45 | | | | | 69,503 | | | | | | $ | 880,324,741 | |
| September 1, 2024 through September 30, 2024 | | | 64,985 | | | | | | $ | 1,853.71 | | | | | 64,661 | | | | | | $ | 760,475,383 | |
| | | | 189,124 | | | | | | $ | 1,721.00 | | | | | 187,941 | | | | | | $ | 760,475,383 | |
In July 2024, our Board of Directors approved a new stock repurchase program (the “July 2024 program”), replacing the January 2024 program, which was terminated prior to its expiration and under which $29.6 million was remaining for repurchase at the time of termination.
The July 2024 program is open-ended and authorizes repurchases of shares of our common stock from time to time up to an aggregate cost of $1.0 billion in the open market or in negotiated transactions.
Item 8. Financial Statements and Supplementary Data
437 rewritten, 135 added, 95 removed, 774 unchanged
Read the full itemFY2025 item · filed November 7, 2025FY2024 item · filed November 6, 2024
We have audited the accompanying consolidated balance sheets of Fair Isaac Corporation and subsidiaries (the "Company") as of September 30, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income and comprehensive income, stockholders' deficit, and cash flows, for each of the three years in the period ended September 30, [removed: 2024,] [added: 2025,] and the related notes (collectively referred to as the "financial statements").
We also have audited the Company’s internal control over financial reporting as of September 30, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of operations and cash flows for each of the three years in the period ended September 30, [removed: 2024,] [added: 2025,] in conformity with accounting principles generally accepted in the United States of America.
Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.
| | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |
| Cash and cash equivalents | | | $ | [removed: 150,667] [added: 134,136] | | | | | $ | [removed: 136,778] [added: 150,667] | |
| Accounts receivable, net | | | [removed: 426,642] [added: 529,148] | | | | | | [removed: 387,947] [added: 426,642] | | |
| Prepaid expenses and other current assets | | | [removed: 40,104] [added: 41,881] | | | | | | [removed: 31,723] [added: 40,104] | | |
| Total current assets | | | [removed: 617,413] [added: 705,165] | | | | | | [removed: 556,448] [added: 617,413] | | |
| Marketable securities | | | [removed: 45,289] [added: 54,625] | | | | | | [removed: 33,014] [added: 45,289] | | |
| Property and equipment, net | | | [removed: 38,465] [added: 67,713] | | | | | | [removed: 10,966] [added: 38,465] | | |
| Operating lease right-of-use assets | | | [removed: 29,580] [added: 26,213] | | | | | | [removed: 25,703] [added: 29,580] | | |
| Goodwill | | | [removed: 782,752] [added: 783,340] | | | | | | [removed: 773,327] [added: 782,752] | | |
| [removed: Intangible assets, net] [added: Amortization of intangible assets] | | | — | | | | | | 917 | | | [added: | | | 1,100 | | |]
| Deferred income taxes | | | [removed: 86,513] [added: 118,553] | | | | | | [removed: 59,136] [added: 86,513] | | |
| Other assets | | | [removed: 117,872] [added: 112,524] | | | | | | [removed: 115,770] [added: 117,872] | | |
| Total assets | | | $ | [removed: 1,717,884] [added: 1,868,133] | | | | | $ | [removed: 1,575,281] [added: 1,717,884] | |
| Accounts payable | | | $ | [removed: 22,473] [added: 32,315] | | | | | $ | [removed: 19,009] [added: 22,473] | |
| Accrued compensation and employee benefits | | | [removed: 106,103] [added: 115,369] | | | | | | [removed: 102,471] [added: 106,103] | | |
| Other accrued liabilities | | | [removed: 79,812] [added: 114,618] | | | | | | [removed: 59,478] [added: 79,812] | | |
| Deferred revenue | | | [removed: 156,897] [added: 187,372] | | | | | | [removed: 136,730] [added: 156,897] | | |
| Current maturities on debt | | | [removed: 15,000] [added: 399,541] | | | | | | [removed: 50,000] [added: 15,000] | | |
| Total current liabilities | | | [removed: 380,285] [added: 849,215] | | | | | | [removed: 367,688] [added: 380,285] | | |
| Long-term debt | | | [removed: 2,194,021] [added: 2,656,150] | | | | | | [removed: 1,811,658] [added: 2,194,021] | | |
| Operating lease liabilities | | | [removed: 21,963] [added: 19,187] | | | | | | [removed: 23,903] [added: 21,963] | | |
| Other liabilities | | | [removed: 84,294] [added: 89,365] | | | | | | [removed: 60,022] [added: 84,294] | | |
| Total liabilities | | | [removed: 2,680,563] [added: 3,613,917] | | | | | | [removed: 2,263,271] [added: 2,680,563] | | |
| Common stock ($0.01 par value; 200,000 shares authorized, 88,857 shares issued and [removed: 24,392] [added: 23,764] and [removed: 24,770] [added: 24,392] shares outstanding at September 30, [removed: 2024] [added: 2025] and September 30, [removed: 2023,] [added: 2024,] respectively) | | | [removed: 244] [added: 238] | | | | | | [removed: 248] [added: 244] | | |
| Additional paid-in-capital | | | [removed: 1,366,572] [added: 1,331,120] | | | | | | [removed: 1,350,713] [added: 1,366,572] | | |
| Treasury stock, at cost [removed: (64,465] [added: (65,093] and [removed: 64,087] [added: 64,465] shares at September 30, [removed: 2024] [added: 2025] and September 30, [removed: 2023,] [added: 2024,] respectively) | | | [removed: (6,138,736)] [added: (7,537,908)] | | | | | | [removed: (5,324,865)] [added: (6,138,736)] | | |
| Retained earnings | | | [removed: 3,900,870] [added: 4,552,816] | | | | | | [removed: 3,388,059] [added: 3,900,870] | | |
| Accumulated other comprehensive loss | | | [removed: (91,629)] [added: (92,050)] | | | | | | [removed: (102,145)] [added: (91,629)] | | |
| Total stockholders’ deficit | | | [removed: (962,679)] [added: (1,745,784)] | | | | | | [removed: (687,990)] [added: (962,679)] | | |
| Total liabilities and stockholders’ deficit | | | $ | [removed: 1,717,884] [added: 1,868,133] | | | | | $ | [removed: 1,575,281] [added: 1,717,884] | |
| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |
| On-premises and SaaS software | | | $ | [removed: 711,340] [added: 740,145] | | | | | $ | [removed: 640,182] [added: 711,340] | | | | | $ | [removed: 564,751] [added: 640,182] | |
| Professional services | | | [removed: 86,536] [added: 82,149] | | | | | | [removed: 99,547] [added: 86,536] | | | | | | [removed: 105,876] [added: 99,547] | | |
| Scores | | | [removed: 919,650] [added: 1,168,575] | | | | | | [removed: 773,828] [added: 919,650] | | | | | | [removed: 706,643] [added: 773,828] | | |
| Total revenues | | | [removed: 1,717,526] [added: 1,990,869] | | | | | | [removed: 1,513,557] [added: 1,717,526] | | | | | | [removed: 1,377,270] [added: 1,513,557] | | |
| Cost of revenues | | | [removed: 348,206] [added: 353,722] | | | | | | [removed: 311,053] [added: 348,206] | | | | | | [removed: 302,174] [added: 311,053] | | |
| November 7, 2025 | | | | | |
| | | | 2025 | | | | | | 2024 | | |
| Restructuring charges | | | 10,922 | | | | | | — | | | | | | — | | |
| Issuance of treasury stock under employee stock plans | | | 205 | | | | | | 2 | | | | | | (192,119) | | | | | | 20,347 | | | | | | — | | | | | | — | | | | | | (171,770) | | |
| Repurchases of common stock | | | (833) | | | | | | (8) | | | | | | — | | | | | | (1,419,519) | | | | | | — | | | | | | — | | | | | | (1,419,527) | | |
| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 651,946 | | | | | | — | | | | | | 651,946 | | |
| Balance at September 30, 2025 | | | 23,764 | | | | | | $ | 238 | | | | | $ | 1,331,120 | | | | | $ | (7,537,908) | | | | | $ | 4,552,816 | | | | | $ | (92,050) | | | | | $ | (1,745,784) | |
In November 2024, the FASB issued ASU No. 2024-03, *“Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”* (“ASU 2024-03”).
ASU 2024-03 requires disaggregated disclosure of certain income statement expenses an entity presents on the face of the income statement into specified categories in disclosures within the footnotes to the financial statements, including employee compensation, depreciation, intangible asset amortization, and certain other expenses, when applicable.
In September 2025, the FASB issued ASU No. 2025-06, *“Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software”* (“ASU 2025-06”).
ASU 2025-06 removes references to prescriptive and sequential software development project stages, and instead requires capitalizing software costs when both of the following occur: (1) management has authorized and committed to funding the software project, and (2) it is probable that the project will be completed and the software will be used to perform the function intended, with consideration as to when significant uncertainty associated with the development activities of the software has been resolved.
Additionally, ASU 2025-06 clarifies the disclosure requirements for capitalized internal-use software costs.
The standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2027, which means that it will be effective for our fiscal years beginning October 1, 2028.
Early adoption is permitted.
We are currently evaluating the impact that the updated standard will have on our consolidated financial statements.
| Total | | | $ | 54,631 | | | | | $ | 54,631 | |
| | | | September 30, 2025 | | | | | | | | | | | | | | | | | |
| Euro (EUR) | | | EUR | | | 7,700 | | | | | | $ | 9,034 | | | | | — | | |
| Balance at September 30, 2025 | | | $ | 146,648 | | | | | $ | 636,692 | | | | | $ | 783,340 | |
| | | | 2025 | | | | | | 2024 | | |
The following table presents the composition of other accrued liabilities at September 30, 2025 and 2024:
| | | | 2025 | | | | | | 2024 | | |
| Less: debt issuance costs | | | (459) | | | | | | — | | |
| The 2018 Senior Notes | | | — | | | | | | 400,000 | | |
| The 2025 Senior Notes | | | 1,500,000 | | | | | | — | | |
On May 13, 2025, we amended our credit agreement with a syndicate of banks, increasing our borrowing capacity under the unsecured revolving line of credit from $600 million to $1.0 billion and extending its maturity to May 13, 2030.
Also on May 13, 2025, we repaid in full and terminated the $300 million unsecured term loan (the “$300 Million Term Loan”) and the $450 million unsecured term loan (the “$450 Million Term Loan”) outstanding under our credit agreement, utilizing proceeds from the issuance of the 2025 Senior Notes (as defined below).
On May 13, 2025, we issued $1.5 billion of senior notes in a private offering to qualified institutional investors (the “2025 Senior Notes,” and collectively with the 2018 Senior Notes, the 2019 Senior Notes and the 2021 Senior Notes, the “Senior Notes”).
The 2025 Senior Notes require interest payments semi-annually at a rate of 6.00% per annum and will mature on May 15, 2033.
| The 2025 Senior Notes | | | 1,500,000 | | | | | | 1,518,750 | | | | | | — | | | | | | — | | |
| 2029 | | | — | | |
| 2030 | | | — | | |
| Thereafter | | | 1,500,000 | | |
| Americas | | | $ | 1,154,470 | | | | | $ | 577,915 | | | | | $ | 1,732,385 | | | | | 87 | | % |
| Europe, Middle East and Africa | | | 6,984 | | | | | | 152,819 | | | | | | 159,803 | | | | | | 8 | | % |
| Asia Pacific | | | 7,121 | | | | | | 91,560 | | | | | | 98,681 | | | | | | 5 | | % |
| Total | | | $ | 1,168,575 | | | | | $ | 822,294 | | | | | $ | 1,990,869 | | | | | 100 | | % |
| | | | 2025 | | | | | | 2024 | | |
| | | | 574,321 | | | | | | 475,737 | | |
| | | | 2025 | | | | | | 2024 | | |
Bozeman, Montana
| | | | | | |
| | | | | | |
| November 6, 2024 | | | | | |
| | | | | | |
| Amortization of intangible assets | | | 917 | | | | | | 1,100 | | | | | | 2,061 | | |
| Balance at September 30, 2021 | | | 27,568 | | | | | | $ | 276 | | | | | $ | 1,237,348 | | | | | $ | (3,857,855) | | | | | $ | 2,585,143 | | | | | $ | (75,854) | | | | | $ | (110,942) | |
| Repurchases of common stock | | | (2,678) | | | | | | (27) | | | | | | — | | | | | | (1,096,110) | | | | | | — | | | | | | — | | | | | | (1,096,137) | | |
| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 373,541 | | | | | | — | | | | | | 373,541 | | |
| Proceeds from issuance of treasury stock under employee stock plans | | | 25,006 | | | | | | 22,198 | | | | | | 16,026 | | |
Certain prior year amounts have been reclassified to conform to current year presentation.
In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-08, “*Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers*” (“ASU 2021-08”).
ASU 2021-08 requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities from acquired contracts using the revenue recognition guidance under Accounting Standards Codification Topic 606, *Revenue from Contracts with Customers*, in order to align the recognition of a contract liability with the definition of a performance obligation.
| | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | | | | |
| Total | | | $ | 56,635 | | | | | $ | 56,635 | |
| | | | September 30, 2023 | | | | | | | | | | | | | | | | | |
| Euro (EUR) | | | EUR | | | 12,900 | | | | | | $ | 13,621 | | | | | — | | |
| Balance at September 30, 2022 | | | $ | 146,648 | | | | | $ | 614,419 | | | | | $ | 761,067 | |
| Revolving line of credit | | | 210,000 | | | | | | 265,000 | | |
We have a $600 million unsecured revolving line of credit and a $300 million unsecured term loan (the “$300 Million Term Loan”) with a syndicate of banks that mature on August 19, 2026.
The $300 Million Term Loan requires principal payments in consecutive quarterly installments of $3.75 million on the last business day of each quarter.
Adjusted term SOFR is defined as term SOFR for the relevant interest period plus a SOFR adjustment of 0.10% per annum.
The credit agreement also contains other covenants typical of unsecured credit facilities.
On June 13, 2024, we amended our credit agreement to provide for the issuance of a new $450 million unsecured term loan (the “$450 Million Term Loan”) with a syndicate of banks, increasing the total capacity of the credit agreement to $1.35 billion.
The $450 Million Term Loan is subject to the same interest rate provisions and covenants as the revolving line of credit and the $300 Million Term Loan, and matures on August 19, 2026.
We have no obligation to make scheduled principal payments on the $450 Million Term Loan prior to the maturity date, but may prepay the $450 Million Term Loan, without premium or penalty, in whole or in part.
We were in compliance with all financial covenants under the credit agreement as of September 30, 2024.
Future principal payments for the term loans are as follows:
| | | | | | |
| 2025 | | | $ | 15,000 | |
| 2026 | | | 693,750 | | |
| | | | | | |
| | | | | | |
| | | | | | |
| Total | | | $ | 708,750 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | | | | |
An excerpt. Shown here: 40 of 437 rewritten, 40 of 135 added and 40 of 95 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data in the FY2025 filing and the FY2024 filing.
Item 9A. Controls and Procedures
5 rewritten, 0 added, 0 removed, 6 unchanged
Read the full itemFY2025 item · filed November 7, 2025FY2024 item · filed November 6, 2024
Based on that evaluation, the CEO and CFO have concluded that FICO’s disclosure controls and procedures were effective as of September 30, [removed: 2024] [added: 2025] to ensure that information required to be disclosed by FICO in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.
No change in FICO’s internal control over financial reporting was identified in connection with the evaluation required by Rule 13a-15(d) of the Exchange Act that occurred during the quarter ended September 30, [removed: 2024,] [added: 2025,] that has materially affected, or is reasonably likely to materially affect, FICO’s internal control over financial reporting.
Under the supervision and with the participation of management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of September 30, [removed: 2024] [added: 2025] based on the guidelines established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this evaluation management has concluded that our internal control over financial reporting was effective as of September 30, [removed: 2024.][added: 2025.]
Deloitte & Touche LLP, an independent registered public accounting firm that audited the consolidated financial statements included in this Annual Report on Form 10-K, has also audited the effectiveness of our internal control over financial reporting as of September 30, [removed: 2024,] [added: 2025,] as stated in their attestation report included in Part II, Item 8 of this Annual Report on Form 10-K.
Item 9B. Other Information
1 rewritten, 15 added, 0 removed, 0 unchanged
Read the full itemFY2025 item · filed November 7, 2025FY2024 item · filed November 6, 2024
During the three months ended September 30, [removed: 2024, none of our] [added: 2025, no other] directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified or terminated any contract, [removed: instruction,] [added: instruction] or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).
Insider Trading Arrangements
On September 12, 2025, Eva Manolis, a member of our Board of Directors, entered into a pre-arranged trading plan that is intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act.
This plan provides for the sale of up to 1,041 shares of our common stock in the aggregate, and terminates on the earlier of the close of business on February 27, 2026 or the date all shares are sold thereunder.
Amendment and Restatement of the Fair Isaac Supplemental Retirement and Savings Plan
Because we are filing this Annual Report on Form 10-K within four business days after the triggering event, we are reporting the following information in lieu of reporting on a Current Report on Form 8-K under Item 5.02 “Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” and Item 9.01 “Financial Statements and Exhibits.”
On November 5, 2025, the LDCC and the Board approved an amendment and restatement of the Fair Isaac Supplemental Retirement and Savings Plan, effective January 1, 2026, to (a) change the base salary maximum deferral percentages to allow participants to defer up to 50% (instead of up to 25%) of their base salary (with the 75% limit for bonuses remaining the same); (b) change the time and form of payment elections, giving participants the ability to make the following payment elections with respect to their deferrals from eligible compensation earned in that year: (i) time of payment, at the earlier of (1) separation from service, or (2) at a specific date while still employed, and (ii) form of payment, with either (1) lump sum payment, or (2) installments of up to ten years; (c) change the name from the Fair Isaac Supplemental Retirement and Savings Plan to the Fair Isaac Non-Qualified Deferred Compensation Plan (the “NQDC Plan”); (d) allow participants to modify a previously made deferral election, in line with Section 409A of the Internal Revenue Code of 1986, as amended, and related rules limiting subsequent deferral elections; and (e) change the Company’s matching contribution structure so that an individual receives the same matching contribution as provided under the Fair Isaac 401(k) Plan (the “401(k) Plan”), based on the matching contribution formula available under the 401(k) Plan, reduced by the amount of matching contributions actually received by the participant under the 401(k) Plan for that plan year.
The foregoing description of the NQDC Plan is a summary only and is qualified by reference to the full text of the NQDC Plan, which is attached hereto as Exhibit 10.37 and incorporated into this Item 9B by reference.
Amendment and Restatement of Certificate of Incorporation
Because we are filing this Annual Report on Form 10-K within four business days after the triggering event, we are reporting the following information in lieu of reporting on a Current Report on Form 8-K under Item 3.03 “Material Modification to Rights of Security Holders,” Item 5.03 “Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year” and Item 9.01 “Financial Statements and Exhibits.”
On November 4, 2025, we filed a Certificate of Elimination (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware to eliminate from our Restated Certificate of Incorporation all matters set forth in the Certificate of Designation with respect to the Series A Participating Preferred Stock (the “Series A Preferred Stock”) previously filed with the Secretary of State of the State of Delaware on August 9, 2001.
The shares of Series A Preferred Stock were reserved for issuance upon the exercise of rights under a shareholder rights plan that is no longer in effect, and no shares of Series A Preferred Stock were ever issued or outstanding.
The Certificate of Elimination became effective upon filing.
On November 5, 2025, we filed with the Secretary of State of the State of Delaware a Restated Certificate of Incorporation to reflect the elimination from our Restated Certificate of Incorporation of all matters related to the Series A Preferred Stock as described above.
The Restated Certificate of Incorporation became effective upon filing.
The foregoing description of the Certificate of Elimination and the Restated Certificate of Incorporation is a summary only and is qualified by reference to the full texts of the Certificate of Elimination and the Restated Certificate of Incorporation, which are attached hereto as Exhibits 3.3 and 3.2, respectively, and incorporated into this Item 9B by reference.
Item 10. Directors, Executive Officers and Corporate Governance
5 rewritten, 3 added, 19 removed, 3 unchanged
Read the full itemFY2025 item · filed November 7, 2025FY2024 item · filed November 6, 2024
The required information regarding our Directors is incorporated by reference from the information under the caption [removed: “Our Director] [added: “Director] Nominees” in our [removed: 2025] [added: 2026] Proxy Statement to be filed with the SEC within 120 days after September 30, [removed: 2024.][added: 2025.]
Information regarding [removed: compliance with Section 16(a) of the Securities Exchange Act, as applicable, and regarding] material changes, if any, to the procedures by which [removed: shareholders] [added: stockholders] may recommend nominees to the Company’s Board of Directors is incorporated by reference from the information [added: under the caption “Stockholder-Recommended Director Candidates”] in our [removed: 2025] [added: 2026] Proxy Statement to be filed with the SEC within 120 days after September 30, [removed: 2024.][added: 2025.]
FICO has adopted a Code of Ethics for Senior Financial Management that applies to the Company’s [removed: Chief Executive Officer, Chief Financial Officer, Controller] [added: principal executive officer, principal financial officer, principal accounting officer or controller,] and other [removed: employees] [added: persons] performing similar functions who have been identified by the Chief Executive Officer.
The required information regarding the Company’s audit committee is incorporated by reference from the information under the caption “Board Committees” in our [removed: 2025] [added: 2026] Proxy Statement to be filed with the SEC within 120 days after September 30, [removed: 2024.][added: 2025.]
The required information regarding the Company’s insider trading policies is incorporated by reference from the information under the caption “Insider Trading Policy” in our [removed: 2025] [added: 2026] Proxy Statement to be filed with the SEC within 120 days after September 30, [removed: 2024.][added: 2025.]
Certain information with respect to our executive officers appears in Part I of this Annual Report on Form 10-K under the heading “Information about our Executive Officers.”
Information regarding compliance with Section 16(a) of the Securities Exchange Act, if applicable, is incorporated by reference from the information under the caption “Delinquent Section 16(a) Reports,” in our 2026 Proxy Statement to be filed with the SEC within 120 days after September 30, 2025.
Our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
Our executive officers as of September 30, 2024 were as follows:
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Name | | | Positions Held | | | Age | | |
| William J. Lansing | | | January 2012 - present, Chief Executive Officer and member of the Board of Directors of the Company. February 2009-November 2010, Chief Executive Officer and President, Infospace, Inc. 2004-2007, Chief Executive Officer and President, ValueVision Media, Inc. 2001-2003, General Partner, General Atlantic LLC. 2000-2001, Chief Executive Officer, NBC Internet, Inc. 1998-2000, President/Chief Executive Officer, Fingerhut Companies, Inc. 1996-1998, Vice President, Corporate Business Development, General Electric Company. 1996, Executive Vice President, Chief Operating Officer, Prodigy, Inc. 1986-1995, various positions, McKinsey & Company, Inc. | | | 66 | | |
| | | | | | | | | |
| Steven P. Weber | | | May 2023 – present, Executive Vice President, Chief Financial Officer of the Company. January 2023 – May 2023, Vice President, Interim Chief Financial Officer of the Company. March 2021 – January 2023, Vice President, Treasurer, Tax and Investor Relations of the Company. November 2010 – March 2021, Vice President of Investor Relations and Treasurer of the Company. April 2003 – November 2010, various positions with the Company. September 2001 – April 2003, Senior Financial Analyst, Metris Companies. 1990 – 2001, various positions, Foodservice News. | | | 61 | | |
| | | | | | | | | |
| Nikhil Behl | | | July 2024 – present, Executive Vice President, Software of the Company. August 2023 – July 2024, Executive Vice President, Chief Marketing Officer of the Company. April 2014 – August 2023, Vice President, Chief Marketing Officer of the Company. October 2013 – April 2014, Consultant to the Company. February 2012 – October 2013, Chief Executive Officer of Supplizer. August 2011 – January 2012, Chief Executive Officer of Zoostores.com. July 2010 – August 2011, Chief Executive Officer – Mercantila Business Unit of Infospace. 2007 – 2010, Chief Merchandising Officer of Mercantila. 1995 – June 2007, various positions, including VP Sales & Operations and VP Sales & Customer Service, Home & Home Office Store of Hewlett Packard. | | | 50 | | |
| | | | | | | | | |
| Thomas A. Bowers | | | August 2020-present, Executive Vice President, Corporate Strategy of the Company. September 2019-August 2020, Vice President, Business Consulting of the Company. April 2018-September 2019, Founder and Managing Partner, M Cubed Development, LLC. August 2012-March 2018, Executive Vice President, American Savings Bank. 1987-2012, Senior partner and various positions, McKinsey & Company, Inc. | | | 69 | | |
| | | | | | | | | |
| Richard S. Deal | | | November 2015 - present, Executive Vice President, Chief Human Resources Officer of the Company. August 2007-November 2015, Senior Vice President, Chief Human Resources Officer of the Company. January 2001-August 2007, Vice President, Human Resources of the Company. 1998-2001, Vice President, Human Resources, Arcadia Financial, Ltd. 1993-1998, managed broad range of human resources corporate and line consulting functions with U.S. Bancorp. | | | 57 | | |
| | | | | | | | | |
| Michael S. Leonard | | | November 2011 - present, Vice President, Chief Accounting Officer of the Company. November 2007-November 2011, Senior Director, Finance of the Company. July 2000-November 2007, Director, Finance of the Company. 1998-2000, Controller of Natural Alternatives International, Inc. 1994-1998, various audit staff positions at KPMG LLP. | | | 59 | | |
| | | | | | | | | |
| Mark R. Scadina | | | February 2009 - present, Executive Vice President, General Counsel and Corporate Secretary of the Company. June 2007-February 2009, Senior Vice President, General Counsel and Corporate Secretary of the Company. 2003-2007, various senior positions including Executive Vice President, General Counsel and Corporate Secretary, Liberate Technologies, Inc. 1999-2003, various leadership positions including Vice President and General Counsel, Intertrust Technologies Corporation. 1994-1999, Associate, Pennie and Edmonds LLP. | | | 55 | | |
| | | | | | | | | |
| James M. Wehmann | | | April 2012 - present, Executive Vice President, Scores of the Company. November 2003-March 2012, Vice President/Senior Vice President, Global Marketing, Digital River, Inc. March 2002-June 2003, Vice President, Marketing, Brylane, Inc. September 2000-March 2002, Senior Vice President, Marketing, New Customer Acquisition, Bank One. 1993-2000, various roles, including Senior Vice President, Marketing, Fingerhut Companies, Inc. | | | 59 | | |
Item 11. Executive Compensation
1 rewritten, 0 added, 0 removed, 0 unchanged
Read the full itemFY2025 item · filed November 7, 2025FY2024 item · filed November 6, 2024
The information required by this Item is incorporated by reference from the information under the captions “Director Compensation [removed: for Fiscal 2024” and] [added: Programs,”] “Executive Compensation” [added: and “Interlocks and Insider Participation”] in our [removed: 2025] [added: 2026] Proxy Statement to be filed with the SEC within 120 days after September 30, [removed: 2024.][added: 2025.]
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
1 rewritten, 0 added, 0 removed, 0 unchanged
Read the full itemFY2025 item · filed November 7, 2025FY2024 item · filed November 6, 2024
The information required by this Item is incorporated by reference from the information under the [removed: caption] [added: captions] “Security Ownership of Certain Beneficial Owners and Management” and [removed: “Executive] [added: “Equity] Compensation Plan Information” in our [removed: 2025] [added: 2026] Proxy Statement to be filed with the SEC within 120 days after September 30, [removed: 2024.][added: 2025.]
Item 13. Certain Relationships and Related Transactions, and Director Independence
1 rewritten, 0 added, 0 removed, 0 unchanged
Read the full itemFY2025 item · filed November 7, 2025FY2024 item · filed November 6, 2024
The information required by this Item is incorporated by reference from the information under the [removed: caption] [added: captions] “Certain Relationships and Related Persons [removed: Transactions”] [added: Transactions,” “Board Committees” and “Director Nominees”] in our [removed: 2025] [added: 2026] Proxy Statement to be filed with the SEC within 120 days after September 30, [removed: 2024.][added: 2025.]
Item 14. Principal Accountant Fees and Services
1 rewritten, 0 added, 0 removed, 1 unchanged
Read the full itemFY2025 item · filed November 7, 2025FY2024 item · filed November 6, 2024
The information required by this Item is incorporated by reference from the information under the caption “Ratification of Independent Registered Public Accounting Firm” in our [removed: 2025] [added: 2026] Proxy Statement to be filed with the SEC within 120 days after September 30, [removed: 2024.][added: 2025.]
Item 15. Exhibits and Financial Statement Schedules
55 rewritten, 6 added, 43 removed, 95 unchanged
Read the full itemFY2025 item · filed November 7, 2025FY2024 item · filed November 6, 2024
| [Report of independent registered public accounting [removed: firm](#i8c0ec7b5ed6848dba4344ae15ea5352a_70)] [added: firm](#i7aa1048b0770426b8598c1bd14d034c2_73)] (PCAOB ID: 34) | | | [removed: [51](#i8c0ec7b5ed6848dba4344ae15ea5352a_70)] [added: [51](#i7aa1048b0770426b8598c1bd14d034c2_73)] | | |
| [Consolidated balance sheets as of September 30, [removed: 2024] [added: 2025] and [removed: 2023](#i8c0ec7b5ed6848dba4344ae15ea5352a_73)] [added: 2024](#i7aa1048b0770426b8598c1bd14d034c2_76)] | | | [removed: [54](#i8c0ec7b5ed6848dba4344ae15ea5352a_73)] [added: [54](#i7aa1048b0770426b8598c1bd14d034c2_76)] | | |
| [Consolidated statements of income and comprehensive income for the years ended September 30, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#i8c0ec7b5ed6848dba4344ae15ea5352a_76)] [added: 2023](#i7aa1048b0770426b8598c1bd14d034c2_79)] | | | [removed: [55](#i8c0ec7b5ed6848dba4344ae15ea5352a_76)] [added: [55](#i7aa1048b0770426b8598c1bd14d034c2_79)] | | |
| [Consolidated statements of stockholders’ deficit for the years ended September 30, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#i8c0ec7b5ed6848dba4344ae15ea5352a_79)] [added: 2023](#i7aa1048b0770426b8598c1bd14d034c2_82)] | | | [removed: [56](#i8c0ec7b5ed6848dba4344ae15ea5352a_79)] [added: [56](#i7aa1048b0770426b8598c1bd14d034c2_82)] | | |
| [Consolidated statements of cash flows for the years ended September 30, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#i8c0ec7b5ed6848dba4344ae15ea5352a_82)] [added: 2023](#i7aa1048b0770426b8598c1bd14d034c2_85)] | | | [removed: [57](#i8c0ec7b5ed6848dba4344ae15ea5352a_82)] [added: [57](#i7aa1048b0770426b8598c1bd14d034c2_85)] | | |
| [Notes to consolidated financial [removed: statements](#i8c0ec7b5ed6848dba4344ae15ea5352a_85)] [added: statements](#i7aa1048b0770426b8598c1bd14d034c2_88)] | | | [removed: [58](#i8c0ec7b5ed6848dba4344ae15ea5352a_85)] [added: [58](#i7aa1048b0770426b8598c1bd14d034c2_88)] | | |
| [removed: 3.2] [added: 10.1] | | | [removed: [Composite Restated Certificate of Incorporation of Fair] [added: [Fair] Isaac [removed: Corporation.] [added: Supplemental Retirement and Savings Plan, as amended and restated effective January 1, 2009.] (Incorporated by reference to Exhibit [removed: 3.2 to] [added: 10.10 of] the Company’s Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: fiscal year] ended [removed: December 31, 2009.)](https://www.sec.gov/Archives/edgar/data/814547/000095012310009970/c56194exv3w2.htm)] [added: September 30, 2008.) (1)](https://www.sec.gov/Archives/edgar/data/814547/000095013708014107/c47904exv10w10.htm)] | | |
| [removed: 10.1] [added: 4.2] | | | [Indenture, dated as of May 8, 2018, by and between the Company and U.S. Bank National Association, as trustee, which includes the form of 5.25% Senior Notes due 2026. (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on May 8, 2018.)](https://www.sec.gov/Archives/edgar/data/814547/000119312518156031/d560543dex41.htm) | | |
| [removed: 10.2] [added: 4.3] | | | [Indenture, dated as of December 6, 2019, by and between the Company and U.S. Bank National Association, as trustee, which includes the form of 4.00% Senior Notes due 2028. (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on December 6, 2019.)](https://www.sec.gov/Archives/edgar/data/814547/000119312519308369/d838644dex41.htm) | | |
| [removed: 10.3] [added: 4.4] | | | [Supplemental Indenture dated as of December 17, 2021 by and between the Company and U.S. Bank National Association, as trustee, which includes the form of 4.00% Senior Notes due 2028. (Incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed December 17, 2021).](https://www.sec.gov/Archives/edgar/data/814547/000119312521361078/d273800dex42.htm) | | |
| [removed: 10.4] [added: 10.6] | | | [removed: [Fair Isaac Supplemental Retirement and Savings Plan, as amended and restated effective January 1, 2009.] [added: [Offer Letter entered into on May 29, 2007 with Mark R. Scadina.] (Incorporated by reference to Exhibit [removed: 10.10 of] [added: 10.61 to] the Company’s Form 10-K for the fiscal year ended September 30, 2008.) [removed: (1)](https://www.sec.gov/Archives/edgar/data/814547/000095013708014107/c47904exv10w10.htm)] [added: (1)](https://www.sec.gov/Archives/edgar/data/814547/000095013708014107/c47904exv10w61.htm)] | | |
| [removed: 10.5] [added: 10.2] | | | [Form of Indemnity Agreement entered into by the Company with the Company’s directors. (Incorporated by reference to Exhibit 10.49 to the Company’s Form 10-K for the fiscal year ended September 30, 2002.) (1)](https://www.sec.gov/Archives/edgar/data/814547/000093639202001464/a86033exv10w49.txt) | | |
| [removed: 10.6] [added: 10.3] | | | [Form of Management Agreement entered into with each of the Company’s executive officers. (Incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed on February 10, 2012.) (1)](https://www.sec.gov/Archives/edgar/data/814547/000119312512052923/d298825dex104.htm) | | |
| [removed: 10.7] [added: 10.4] | | | [Form of Amendment to Management Agreement entered into with certain of the Company’s executive officers. (Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended December 31, 2014.) (1)](https://www.sec.gov/Archives/edgar/data/814547/000081454715000003/ex-10210xqq12015.htm) | | |
| [removed: 10.8] [added: 10.5] | | | [Form of Amendment to Management Agreement entered into with each of the Company’s executive officers. (Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended June 30, 2016.) (1)](https://www.sec.gov/Archives/edgar/data/814547/000081454716000031/ex-10x110xqq32016.htm) | | |
| [removed: 10.9] [added: 10.10] | | | [removed: [Offer] [added: [Form of Amendment to] Letter [added: Agreement] entered into [removed: on May 29, 2007] with [removed: Mark R. Scadina.] [added: each of the Company’s executive officers.] (Incorporated by reference to Exhibit [removed: 10.61] [added: 10.2] to the Company’s Form [removed: 10-K] [added: 10-Q] for the [removed: fiscal year] [added: quarter] ended [removed: September] [added: June] 30, [removed: 2008.) (1)](https://www.sec.gov/Archives/edgar/data/814547/000095013708014107/c47904exv10w61.htm)] [added: 2016.) (1)](https://www.sec.gov/Archives/edgar/data/814547/000081454716000031/ex-10x210xqq32016.htm)] | | |
| [removed: 10.10] [added: 10.7] | | | [Letter Agreement dated January 24, 2012 by and between the Company and William J. Lansing. (Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on January 26, 2012.) (1)](https://www.sec.gov/Archives/edgar/data/814547/000119312512025268/d287911dex102.htm) | | |
| [removed: 10.11] [added: 10.8] | | | [Letter Agreement dated February 6, 2012 by and between the Company and Mark Scadina. (Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on February 10, 2012.) (1)](https://www.sec.gov/Archives/edgar/data/814547/000119312512052923/d298825dex103.htm) | | |
| [removed: 10.12] [added: 10.9] | | | [Letter Agreement dated March 7, 2012 by and between the Company and James M. Wehmann. (Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended December 31, 2012.) (1)](https://www.sec.gov/Archives/edgar/data/814547/000119312513029957/d453682dex101.htm) | | |
| [removed: 10.13] [added: 10.28] | | | [Form of [removed: Amendment to Letter] [added: Indemnification] Agreement [removed: entered into with each of] [added: between] the [removed: Company’s] [added: Company and its] executive [removed: officers.] [added: officers] (Incorporated by reference to Exhibit [removed: 10.2] [added: 10.1] to the Company’s Form 10-Q for the quarter ended [removed: June 30, 2016.) (1)](https://www.sec.gov/Archives/edgar/data/814547/000081454716000031/ex-10x210xqq32016.htm)] [added: March 31, 2023) (1).](https://www.sec.gov/Archives/edgar/data/814547/000081454723000008/ficoex101q22023-indemnific.htm)] | | |
| [removed: 10.14] [added: 10.11] | | | [Fair Isaac Corporation 2012 Long-Term Incentive Plan, as amended as of March 4, 2020. (Incorporated by reference to Exhibit 4.3 of the Company's Registration Statement on Form S-8, filed with the SEC on March 6, 2020.) (1)](https://www.sec.gov/Archives/edgar/data/814547/000119312520065097/d887426dex43.htm) | | |
| [removed: 10.15] [added: 10.13] | | | [Form of [removed: Employee] [added: Director] Non-Statutory Stock Option Agreement [removed: (U.S.)] under the 2012 Long-Term Incentive Plan. (Incorporated by reference to Exhibit [removed: 10.2] [added: 10.1] to the Company’s Form 10-Q for the quarter ended March 31, [removed: 2012.) (1)](https://www.sec.gov/Archives/edgar/data/814547/000119312512195607/d338746dex102.htm)] [added: 2017.) (1)](https://www.sec.gov/Archives/edgar/data/814547/000081454717000008/ficoex-10x110xqq22017.htm)] | | |
| [removed: 10.16] [added: 10.24] | | | [Form of [removed: Employee] [added: Executive] Restricted Stock Unit Award Agreement (U.S.) under the [removed: 2012] [added: 2021] Long-Term Incentive [removed: Plan.] [added: Plan] (Incorporated by reference to Exhibit [removed: 10.3] [added: 10.4] to the Company’s Form 10-Q for the quarter ended March 31, [removed: 2012.) (1)](https://www.sec.gov/Archives/edgar/data/814547/000119312512195607/d338746dex103.htm)] [added: 2021) (1).](https://www.sec.gov/Archives/edgar/data/814547/000081454721000007/ficoex104-q22021executiver.htm)] | | |
| [removed: 10.17] [added: 10.23] | | | [Form of [removed: Employee] [added: Director] Non-Statutory Stock Option Agreement [removed: (International)] under the [removed: 2012] [added: 2021] Long-Term Incentive [removed: Plan.] [added: Plan] (Incorporated by reference to Exhibit [removed: 10.4] [added: 10.3] to the Company’s Form 10-Q for the quarter ended March 31, [removed: 2012.) (1)](https://www.sec.gov/Archives/edgar/data/814547/000119312512195607/d338746dex104.htm)] [added: 2021) (1).](https://www.sec.gov/Archives/edgar/data/814547/000081454721000007/ficoex103q22021-directorst.htm)] | | |
| [removed: 10.18] [added: 10.22] | | | [Form of [removed: Employee] [added: Director] Restricted Stock Unit Award Agreement [removed: (International)] under the [removed: 2012] [added: 2021] Long-Term Incentive [removed: Plan.] [added: Plan] (Incorporated by reference to Exhibit [removed: 10.5] [added: 10.2] to the Company’s Form 10-Q for the quarter ended March 31, [removed: 2012.) (1)](https://www.sec.gov/Archives/edgar/data/814547/000119312512195607/d338746dex105.htm)] [added: 2021) (1).](https://www.sec.gov/Archives/edgar/data/814547/000081454721000007/ficoex102q22021-directorrsu.htm)] | | |
| [removed: 10.19] [added: 10.25] | | | [Form of [removed: Employee] [added: Executive] Non-Statutory Stock Option Agreement [added: (U.S.)] under the [removed: 2012] [added: 2021] Long-Term Incentive [removed: Plan.] [added: Plan] (Incorporated by reference to Exhibit [removed: 10.2] [added: 10.5] to the Company’s Form 10-Q for the quarter ended [removed: December] [added: March] 31, [removed: 2016.) (1)](https://www.sec.gov/Archives/edgar/data/814547/000081454717000005/ex-10x210xqq12017.htm)] [added: 2021) (1).](https://www.sec.gov/Archives/edgar/data/814547/000081454721000007/ficoex105q22021executivest.htm)] | | |
| [removed: 10.20] [added: 10.26] | | | [Form of [removed: Employee Restricted Stock] [added: Performance Share] Unit [removed: Award] Agreement under the [removed: 2012] [added: 2021] Long-Term Incentive Plan. (Incorporated by reference to Exhibit [removed: 10.3] [added: 10.55] to the Company’s Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: fiscal year] ended [removed: December 31, 2016.) (1)](https://www.sec.gov/Archives/edgar/data/814547/000081454717000005/ex-10x310xqq12017.htm)] [added: September 30, 2021) (1)](https://www.sec.gov/Archives/edgar/data/814547/000081454721000019/ex1055-formofpsuawardagree.htm)[.](https://www.sec.gov/Archives/edgar/data/814547/000081454721000019/ex1055-formofpsuawardagree.htm)] | | |
| [removed: 10.21] [added: 10.12] | | | [Form of Executive Non-Statutory Stock Option Agreement under the 2012 Long-Term Incentive [removed: Plan.] [added: Plan (U.S.), as amended November 6, 2018.] (Incorporated by reference to Exhibit [removed: 10.4] [added: 10.30] to the Company’s Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: fiscal year] ended [removed: December 31, 2016.) (1)](https://www.sec.gov/Archives/edgar/data/814547/000081454717000005/ex-10x410xqq12017.htm)] [added: September 30, 2018.) (1)](https://www.sec.gov/Archives/edgar/data/814547/000081454718000010/ex-103010xk2018stockoption.htm)] | | |
| [removed: 10.22] [added: 10.33] | | | [Form of Executive Non-Statutory Stock Option Agreement [added: (U.S.)] under the [removed: 2012] [added: 2021] Long-Term Incentive Plan [removed: (U.S.), as amended November 6, 2018.] [added: (for Executive Vice Presidents and above)] (Incorporated by reference to Exhibit [removed: 10.30] [added: 10.61] to the Company’s Form 10-K for the fiscal year ended September 30, [removed: 2018.) (1)](https://www.sec.gov/Archives/edgar/data/814547/000081454718000010/ex-103010xk2018stockoption.htm)] [added: 2023) (1).](https://www.sec.gov/Archives/edgar/data/814547/000081454723000022/ex1061-2021ltipexecnqsoagr.htm)] | | |
| [removed: 10.23] [added: 10.32] | | | [Form of Executive Restricted Stock Unit Award Agreement [added: (U.S.)] under the [removed: 2012] [added: 2021] Long-Term Incentive [removed: Plan.] [added: Plan (for Executive Vice Presidents and above)] (Incorporated by reference to Exhibit [removed: 10.5] [added: 10.60] to the Company’s Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: fiscal year] ended [removed: December 31, 2016.) (1)](https://www.sec.gov/Archives/edgar/data/814547/000081454717000005/ex-10x510xqq12017.htm)] [added: September 30, 2023) (1).](https://www.sec.gov/Archives/edgar/data/814547/000081454723000022/ex1060-2021ltipexecrsuagre.htm)] | | |
| [removed: 10.24] [added: 10.27] | | | [Form of [removed: Executive Restricted Stock] [added: Market Share] Unit [removed: Award] Agreement under the [removed: 2012] [added: 2021] Long-Term Incentive [removed: Plan (U.S.), as amended November 8, 2018.] [added: Plan.] (Incorporated by reference to Exhibit [removed: 10.32] [added: 10.56] to the Company’s Form 10-K for the fiscal year ended September 30, [removed: 2018.) (1)](https://www.sec.gov/Archives/edgar/data/814547/000081454718000010/ex-103210xk2018rsuagmt.htm)] [added: 2021) (1).](https://www.sec.gov/Archives/edgar/data/814547/000081454721000019/ex1056-formofmsuawardagree.htm)] | | |
| [removed: 10.29] [added: 10.39*] | | | [Form of [removed: Director] [added: Executive] Non-Statutory Stock Option Agreement [added: (U.S.)] under the [removed: 2012] [added: 2021] Long-Term Incentive [removed: Plan. (Incorporated by reference to Exhibit 10.6 to the Company’s Form 10-Q for the quarter ended March 31, 2012.) (1)](https://www.sec.gov/Archives/edgar/data/814547/000119312512195607/d338746dex106.htm)] [added: Plan (for Executive Vice Presidents and above) (1).](https://www.sec.gov/Archives/edgar/data/814547/000081454725000030/exhibit1039-2021ltipexecnq.htm)] | | |
| [removed: 10.30] [added: 10.38*] | | | [Form of [removed: Director] [added: Executive] Restricted Stock Unit Award Agreement [added: (U.S.)] under the [removed: 2012] [added: 2021] Long-Term Incentive [removed: Plan. (Incorporated by reference by Exhibit 10.7 to the Company's Form 10-Q for the quarter ended March 31, 2012.) (1)](https://www.sec.gov/Archives/edgar/data/814547/000119312512195607/d338746dex107.htm)] [added: Plan (for Executive Vice Presidents and above) (1).](https://www.sec.gov/Archives/edgar/data/814547/000081454725000030/exhibit1038-2021ltipexecrs.htm)] | | |
| 10.31 | | | [removed: [Form of Director Non-Statutory] [added: [Non-Statutory] Stock Option [removed: Agreement under] [added: Agreement, dated June 5, 2023, by and between] the [removed: 2012 Long-Term Incentive Plan.] [added: Company and William J. Lansing] (Incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to the Company’s Form [removed: 10-Q for the quarter ended March 31, 2017.) (1)](https://www.sec.gov/Archives/edgar/data/814547/000081454717000008/ficoex-10x110xqq22017.htm)] [added: 8-K filed on June 7, 2023) (1).](https://www.sec.gov/Archives/edgar/data/814547/000119312523162583/d499544dex102.htm)] | | |
| [removed: 10.33] [added: 10.34] | | | [Form of [added: Executive] Performance Share Unit [removed: Award] Agreement [removed: (fiscal 2017 grants)] under the [removed: 2012] [added: 2021] Long-Term Incentive [removed: Plan.] [added: Plan (for Executive Vice Presidents and above)] (Incorporated by reference to Exhibit [removed: 10.10] [added: 10.62] to the Company’s Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: fiscal year] ended [removed: December 31, 2016.) (1)](https://www.sec.gov/Archives/edgar/data/814547/000081454717000005/ex-10x1010xqq12017.htm)] [added: September 30, 2023) (1).](https://www.sec.gov/Archives/edgar/data/814547/000081454723000022/ex1062-2021ltipexecpsuagre.htm)] | | |
| [removed: 10.34] [added: 10.35] | | | [Form of [removed: Performance] [added: Executive Market] Share Unit Agreement [removed: (fiscal 2018)] under the [removed: 2012] [added: 2021] Long-Term Incentive [removed: Plan.] [added: Plan (for Executive Vice Presidents and above)] (Incorporated by reference to Exhibit [removed: 10.2] [added: 10.63] to the Company’s Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: fiscal year] ended [removed: December 31, 2017.) (1)](https://www.sec.gov/Archives/edgar/data/814547/000162828018000591/ficoex-10210xqq12018.htm)] [added: September 30, 2023) (1).](https://www.sec.gov/Archives/edgar/data/814547/000081454723000022/ex1063-2021ltipexecmsuagre.htm)] | | |
| [removed: 10.35] [added: 10.15] | | | [removed: [Form of Performance Share Unit] [added: [Letter] Agreement [removed: under] [added: dated August 26, 2020 by and between] the [removed: 2012 Long-Term Incentive Plan.] [added: Company and Thomas A. Bowers.] (Incorporated by reference to Exhibit [removed: 10.44] [added: 10.59] to the Company’s Form 10-K for the fiscal year ended September 30, [removed: 2018.) (1)](https://www.sec.gov/Archives/edgar/data/814547/000081454718000010/ex-104410xk2018psuagmt.htm)] [added: 2020.) (1)](https://www.sec.gov/Archives/edgar/data/814547/000081454720000012/ex-105910xk2020.htm)] | | |
| [removed: 10.40] [added: 10.36] | | | [removed: [Form] [added: [Letter Agreement, dated as] of [removed: Market Share Unit Agreement under] [added: August 22, 2023, by and between] the [removed: 2012 Long-Term Incentive Plan.] [added: Company and Nikhil Behl] (Incorporated by reference to Exhibit [removed: 10.48] [added: 10.64] to the Company’s Form 10-K for the fiscal year ended September 30, [removed: 2018.) (1)](https://www.sec.gov/Archives/edgar/data/814547/000081454718000010/ex-104810xk2018msuagmt.htm)] [added: 2023) (1).](https://www.sec.gov/Archives/edgar/data/814547/000081454723000022/ex1064-letteragreementwith.htm)] | | |
| [removed: 10.41] [added: 10.14] | | | [Fair Isaac Corporation 2019 Employee Stock Purchase Plan (Incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 filed March 4, 2019.) (1)](https://www.sec.gov/Archives/edgar/data/814547/000119312519062528/d634145dex43.htm) | | |
| [removed: 10.44] [added: 10.16] | | | [Second Amended and Restated Credit Agreement among the Company, Wells Fargo Securities, LLC, as sole lead arranger and bookrunner, and Wells Fargo Bank, National Association, as administrative agent dated as of August 19, 2021 (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 19, 2021).](https://www.sec.gov/Archives/edgar/data/814547/000119312521251573/d214746dex101.htm) | | |
| 3.2* | | | [Restated Certificate of Incorporation of Fair Isaac Corporation, dated November 5, 2025.](https://www.sec.gov/Archives/edgar/data/814547/000081454725000030/exhibit32-restatedcertific.htm) | | |
| 3.3* | | | [Certificate of Elimination of Series A Participating Preferred Stock of Fair Isaac Corporation.](https://www.sec.gov/Archives/edgar/data/814547/000081454725000030/exhibit33-certificateofeli.htm) | | |
| 4.5 | | | [Indenture dated as of May 13, 2025, by and between the Company and U.S. Bank Trust Company, National Association, as trustee, which includes the form of 6.000% Senior Notes due 2033. (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed May 13, 2025.)](https://www.sec.gov/Archives/edgar/data/814547/000119312525118857/d14876dex41.htm) | | |
| 10.20 | | | [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. (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed May 13, 2025.)](https://www.sec.gov/Archives/edgar/data/814547/000119312525118857/d14876dex101.htm) | | |
| 10.37* | | | [Fair Isaac Non-Qualified Deferred Compensation Plan (1).](https://www.sec.gov/Archives/edgar/data/814547/000081454725000030/exhibit1037-fairisaacxnonx.htm) | | |
| | | | Furnished herewith. | | |
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| 10.25 | | | [Form of Employee Non Statutory Stock Option Agreement (International) under the 2012 Long-Term Incentive Plan. (Incorporated by reference to Exhibit 10.6 to the Company’s Form 10-Q for the quarter ended December 31, 2016.) (1)](https://www.sec.gov/Archives/edgar/data/814547/000081454717000005/ex-10x610xqq12017.htm) | | |
| 10.26 | | | [Form of Employee Non Statutory Stock Option Agreement (United Kingdom) under the 2012 Long-Term Incentive Plan. (Incorporated by reference to Exhibit 10.7 to the Company’s Form 10-Q for the quarter ended December 31, 2016.) (1)](https://www.sec.gov/Archives/edgar/data/814547/000081454717000005/ex-10x710xqq12017.htm) | | |
| 10.27 | | | [Form of Employee Restricted Stock Unit Award Agreement (International) under the 2012 Long-Term Incentive Plan. (Incorporated by reference to Exhibit 10.8 to the Company’s Form 10-Q for the quarter ended December 31, 2016.) (1)](https://www.sec.gov/Archives/edgar/data/814547/000081454717000005/ex-10x810xqq12017.htm) | | |
| 10.28 | | | [Form of Employee Restricted Stock Unit Award Agreement (United Kingdom) under the 2012 Long-Term Incentive Plan. (Incorporated by reference to Exhibit 10.9 to the Company’s Form 10-Q for the quarter ended December 31, 2016.) (1)](https://www.sec.gov/Archives/edgar/data/814547/000081454717000005/ex-10x910xqq12017.htm) | | |
| 10.32 | | | [Form of Director Restricted Stock Unit Award Agreement under the 2012 Long-Term Incentive Plan. (Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended March 31, 2017.) (1)](https://www.sec.gov/Archives/edgar/data/814547/000081454717000008/ficoex-10x210xqq22017.htm) | | |
| 10.36 | | | [Form of Performance Share Unit Agreement under the 2012 Long-Term Incentive Plan. (Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended December 31, 2019.) (1)](https://www.sec.gov/Archives/edgar/data/814547/000081454720000003/ficoex-101performances.htm) | | |
| 10.37 | | | [Form of Market Share Unit Award Agreement (fiscal 2016 grants) under the 2012 Long-Term Incentive Plan. (Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended December 31, 2015.) (1)](https://www.sec.gov/Archives/edgar/data/814547/000081454716000023/ex-10210xqq12016msu.htm) | | |
| 10.38 | | | [Form of Market Share Unit Agreement (fiscal 2017 grants) under the 2012 Long-Term Incentive Plan. (Incorporated by reference to Exhibit 10.11 to the Company’s Form 10-Q for the quarter ended December 31, 2016.) (1)](https://www.sec.gov/Archives/edgar/data/814547/000081454717000005/ex-10x1110xqq12017.htm) | | |
| 10.39 | | | [Form of Market Share Unit Agreement (fiscal 2018 grants) under the 2012 Long-Term Incentive Plan. (Incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended December 31, 2017.) (1)](https://www.sec.gov/Archives/edgar/data/814547/000162828018000591/ficoex-10310xqq12018.htm) | | |
| 10.42 | | | [Letter Agreement dated August 26, 2020 by and between the Company and Stephanie Covert](https://www.sec.gov/Archives/edgar/data/814547/000081454720000012/ex105810-k2020.htm)[.](https://www.sec.gov/Archives/edgar/data/814547/000081454720000012/ex105810-k2020.htm) [(Incorporated by reference to Exhibit 10.58 to the Company’s Form 10-K for the fiscal year ended September 30, 2020.) (1)](https://www.sec.gov/Archives/edgar/data/814547/000081454720000012/ex105810-k2020.htm) | | |
| 10.43 | | | [Letter Agreement dated August 26, 2020 by and between the Company and Thomas A. Bowers. (Incorporated by reference to Exhibit 10.59 to the Company’s Form 10-K for the fiscal year ended September 30, 2020.) (1)](https://www.sec.gov/Archives/edgar/data/814547/000081454720000012/ex-105910xk2020.htm) | | |
| 10.50 | | | [Form of Director Non-Statutory Stock Option Agreement under the 2021 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended March 31, 2021) (1).](https://www.sec.gov/Archives/edgar/data/814547/000081454721000007/ficoex103q22021-directorst.htm) | | |
| 10.52 | | | [Form of Executive Non-Statutory Stock Option Agreement (U.S.) under the 2021 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.5 to the Company’s Form 10-Q for the quarter ended March 31, 2021) (1).](https://www.sec.gov/Archives/edgar/data/814547/000081454721000007/ficoex105q22021executivest.htm) | | |
| 10.53 | | | [Form of Performance Share Unit Agreement under the 2021 Long-Term Incentive Plan. (Incorporated by reference to Exhibit 10.55 to the Company’s Form 10-K for the fiscal year ended September 30, 2021) (1)](https://www.sec.gov/Archives/edgar/data/814547/000081454721000019/ex1055-formofpsuawardagree.htm) | | |
| 10.54 | | | [Form of Market Share Unit Agreement under the 2021 Long-Term Incentive Plan. (Incorporated by reference to Exhibit 10.56 to the Company’s Form 10-K for the fiscal year ended September 30, 2021) (1).](https://www.sec.gov/Archives/edgar/data/814547/000081454721000019/ex1056-formofmsuawardagree.htm) | | |
| 10.57 | | | [Market Share Unit Agreement, dated June 5, 2023, by and between the Company and William J. Lansing (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 7, 2023) (1).](https://www.sec.gov/Archives/edgar/data/814547/000119312523162583/d499544dex101.htm) | | |
| 10.58 | | | [Non-Statutory Stock Option Agreement, dated June 5, 2023, by and between the Company and William J. Lansing (Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on June 7, 2023) (1).](https://www.sec.gov/Archives/edgar/data/814547/000119312523162583/d499544dex102.htm) | | |
| 10.59 | | | [Form of Executive Restricted Stock Unit Award Agreement (U.S.) under the 2021 Long-Term Incentive Plan (for Executive Vice Presidents and above) (Incorporated by reference to Exhibit 10.60 to the Company’s Form 10-K for the fiscal year ended September 30, 2023) (1).](https://www.sec.gov/Archives/edgar/data/814547/000081454723000022/ex1060-2021ltipexecrsuagre.htm) | | |
| 10.60 | | | [Form of Executive Non-Statutory Stock Option Agreement (U.S.) under the 2021 Long-Term Incentive Plan (for Executive Vice Presidents and above) (Incorporated by reference to Exhibit 10.61 to the Company’s Form 10-K for the fiscal year ended September 30, 2023) (1).](https://www.sec.gov/Archives/edgar/data/814547/000081454723000022/ex1061-2021ltipexecnqsoagr.htm) | | |
| 10.61 | | | [Form of Executive Performance Share Unit Agreement under the 2021 Long-Term Incentive Plan (for Executive Vice Presidents and above) (Incorporated by reference to Exhibit 10.62 to the Company’s Form 10-K for the fiscal year ended September 30, 2023) (1).](https://www.sec.gov/Archives/edgar/data/814547/000081454723000022/ex1062-2021ltipexecpsuagre.htm) | | |
An excerpt. Shown here: 40 of 55 rewritten, all 6 added and 40 of 43 removed. The counts are complete. For every sentence, read Item 15. Exhibits and Financial Statement Schedules in the FY2025 filing and the FY2024 filing.
Item 16. Form 10-K Summary
11 rewritten, 0 added, 3 removed, 35 unchanged
Read the full itemFY2025 item · filed November 7, 2025FY2024 item · filed November 6, 2024
DATE: November [removed: 6, 2024][added: 7, 2025]
| /s/ WILLIAM J. LANSING | | | Chief Executive Officer (Principal Executive Officer) and Director | | | November [removed: 6, 2024] [added: 7, 2025] | | |
| /s/ STEVEN P. WEBER | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | | November [removed: 6, 2024] [added: 7, 2025] | | |
| /s/ MICHAEL S. LEONARD | | | Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | November [removed: 6, 2024] [added: 7, 2025] | | |
| /s/ FABIOLA R. ARREDONDO | | | Director | | | November [removed: 6, 2024] [added: 7, 2025] | | |
| /s/ BRADEN R. KELLY | | | Director | | | November [removed: 6, 2024] [added: 7, 2025] | | |
| /s/ EVA MANOLIS | | | Director | | | November [removed: 6, 2024] [added: 7, 2025] | | |
| /s/ MARC F. MCMORRIS | | | Director | | | November [removed: 6, 2024] [added: 7, 2025] | | |
| /s/ JOANNA REES | | | Director | | | November [removed: 6, 2024] [added: 7, 2025] | | |
| /s/ DAVID A. REY | | | Director | | | November [removed: 6, 2024] [added: 7, 2025] | | |
| /s/ H. TAYLOE STANSBURY | | | Director | | | November [removed: 6, 2024] [added: 7, 2025] | | |
| | | | | | | | | |
| /s/ JAMES D. KIRSNER | | | Director | | | November 6, 2024 | | |
| James D. Kirsner | | | | | | | | |